EXHIBIT 10.11

                              SUB-DEALER AGREEMENT

     This Sub-Dealer Agreement (the "Agreement"), dated this 1st day of October,
2002,  is between  VoiceStream  Wireless  Corporation,  a  Delaware  corporation
("Company")  with an address at 12920 SE 38th Street,  Bellevue,  WA 98006,  and
Retrieval Dynamics  Corporation,  a Florida  corporation with an address at 1819
Main Street, Suite 702, Sarasota, Florida 34236 ("Sub-Dealer"),  and Research In
Motion  Corporation  ("Dealer")  Delaware  corporation  with an address at 25227
Grogan's Mill Road, Suite 125, The Woodlands, Texas, 77380 U.S.A..

                                    RECITALS

A.   Company  provides  or is  authorized  to  provide  wireless  communications
     service directly to Subscribers  utilizing  authorized digital  frequencies
     assigned by the Federal  Communications  Commission and accessed by digital
     wireless equipment in the Area defined herein.

B.   Company and Dealer have entered into that certain  Dealer  Agreement  dated
     the 1st day of October,  2001 (the  "Dealer  Agreement")  pursuant to which
     Dealer agrees to promote, market, and sell Company's Services and Equipment
     in the defined Area.

C.   Sub-Dealer  has  agreed  to become a  sub-dealer  of Dealer in order to use
     Company's  experience,  Confidential  Information,  Marks,  and goodwill to
     promote,  market,  and sell Company's Wireless Service and Equipment in the
     Area to  Subscribers  under the terms and  conditions of this Agreement and
     the Dealer Agreement.

     NOW, THEREFORE, the parties agree as follows:

1.   APPOINTMENT

1.1. Appointment  of  Sub-Dealer.   Dealer  hereby  appoints  Sub-Dealer  as  an
     authorized Sub-Dealer to promote,  market and sell the Wireless Service and
     Equipment  directly to Subscribers  located in the Area in accordance  with
     the terms and conditions of this Agreement.
1.2. Certain Restrictions.
     1.2.1Pursuant  to this  Agreement,  Sub-Dealer  shall  only sell  Equipment
          approved in writing by Company and Dealer,  to  Subscribers  in strict
          compliance with the provisions of this  Agreement.  Sub-Dealer may not
          purchase   Equipment  from  Company's  dealers  (other  than  Dealer),
          retailers, or resellers,  for use on the Company's network and may not
          sell  Equipment to them for use on Company's  network,  without  prior
          written  permission  from  Company  and  Dealer  signed by  authorized
          representatives  of Company  and  Dealer.  Sub-Dealer  shall not sell,
          authorize or facilitate  the sale of  unapproved  Equipment to be used
          with Company's Service.


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     1.2.2Sub-Dealer  understands  and  acknowledges  that it does  not  have an
          exclusive  right to  promote,  market  or  solicit  sales of  Wireless
          Service or Equipment in the Area and that Company,  Dealer,  and other
          dealers,  agents,  and  affiliates  of Company may also be  promoting,
          marketing,  selling and/or  soliciting orders for Wireless Service and
          Equipment in the Area.
     1.2.3Sub-Dealer   shall  be  solely   responsible   for  any  contracts  or
          commitments entered into, or costs or expenses it incurs in connection
          with  exercising its rights or performing its  obligations  under this
          Agreement.
     1.2.4Sub-Dealer  acknowledges  and agrees that in accordance with the terms
          of the Dealer Agreement, Company reserves the right to:
          (a)  amend the Exhibits to the Dealer Agreement,
          (b)  restrict  Sub-Dealer,  Dealer and their Personnel from promoting,
               marketing,  advertising, selling or otherwise soliciting requests
               for Wireless Service or Equipment from potential Subscribers,  or
               certain   categories  of   Subscribers,   under  certain   terms,
               promotions or rate plans, or
          (c)  amend  its rate  plans for  Wireless  Service,  and add,  delete,
               suspend or modify the terms and conditions for Wireless  Service,
               and, according, Dealer may, in its sole discretion,  effective as
               of the date of any such  amendments  made by Company,  amend this
               Agreement  (including,   without  limitation,   the  compensation
               payable to the Sub-Dealer, the rate plans, definitions,  etc.) to
               reflect  the  impact of any  changes  made by the  Company to the
               Dealer Agreement.
     1.2.5Sub-Dealer  agrees that if Sub-Dealer does not qualify for or remain a
          member in good standing of Dealer's BlackBerry Partner Program, Dealer
          may, after giving Sub-Dealer reasonable notice to cure, terminate this
          Agreement.
     1.2.6When representing Company and Dealer under this Agreement,  Sub-Dealer
          and  its  Personnel  shall  use  commercially  reasonable  efforts  to
          actively  promote,  market,  and sell Company's  Wireless  Service and
          Equipment to actual and potential  Subscribers.  Without  limiting the
          generality of the foregoing, Sub-Dealer and its Personnel shall:
          (a)  Conduct their  business and  activities in such a manner so as to
               promote a positive  image and good public  relations  for Company
               and Dealer.  Without  limiting the  generality of the  foregoing,
               Sub-Dealer and its Personnel  shall not: (i) engage in any unfair
               or deceptive trade practice  involving any of Company's  Wireless
               Service, Equipment or Dealer's Offerings; or (ii) make any false,
               misleading or  disparaging  representations  or  statements  with
               regard  to  Company,  Dealer,  Equipment,  Dealer  Offerings,  or
               Company's Wireless Service.
          (b)  Cooperate  with and  participate in any  promotional,  marketing,
               sales, or advertising  programs sponsored by Company or Dealer as
               requested from time to time,  unless the particular  promotional,
               marketing, sales, or advertising programs sponsored by Company or
               Dealer is unrelated to Sub-Dealer's channel of distribution (e.g.
               storefront advertising).


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          (c)  Promptly  report to Company and Dealer all complaints it receives
               with regard to Wireless Service, and use commercially  reasonable
               efforts to maintain and promote good public relations for Company
               while forwarding details of any such complaint to Company.
          (d)  Identify  Company at all times as the Wireless  Service  provider
               and identify and represent  Dealer and its sub-dealers as dealers
               of  Company,   and  not  as  having  any  other  relationship  or
               affiliation  with the Company under the Dealer  Agreement or this
               Agreement,  and in relation to  Equipment to be used on Company's
               network,  promote and market Dealer Offerings  consistently  with
               the provisions of this Agreement.
          (e)  (i)  Maintain  an  adequate   staff  of  ethical,   professional,
               qualified   and   experienced   employees,    (ii)   supply   the
               organization,   equipment,   facilities,   materials,  and  other
               resources necessary in order to perform this Agreement and, (iii)
               if applicable, execute and maintain all Sub-Dealer locations in a
               clean, orderly, and professional manner.
     1.2.7When representing Company and Dealer under this Agreement,  Sub-Dealer
          and its  Personnel  shall at all times  sell only  authorized  Company
          Wireless  Service and shall use only Company  authorized  subscription
          agreements,  forms,  processes and Activation procedures in soliciting
          orders.  Sub-Dealer  and its Personnel  shall have no right,  power or
          authority to make any  representations  or  warranties  regarding  the
          Wireless Service except as expressly directed in writing by Company or
          Dealer  in  their  sole  discretion  or as  contained  in any  written
          materials   provided  by  Company  or  Dealer  to  Sub-Dealer  or  its
          Personnel. Sub-Dealer shall be solely responsible for establishing the
          prices for all sales of Equipment and Dealer Offerings to Subscribers.
     1.2.8All  orders  taken  and  agreements   entered  by  Sub-Dealer  or  its
          Personnel for Wireless  Service or Equipment are subject to acceptance
          or rejection by Company and Dealer in their sole  discretion.  Company
          or Dealer may reject  orders or contracts  that they deem  contrary to
          their  proprietary  or  legal  interests.  All  Subscribers  shall  be
          customers  of Company  for current and future  Wireless  Service,  and
          shall be  considered  customers of Dealer or its  Personnel for Dealer
          Offerings  and  future  sales  or  activations.  With  respect  to its
          Wireless  Service,   Company  shall  be  responsible  for  any  credit
          verification, deposits, billing, collection, consolidation, rebilling,
          customer billing complaints, toll calls, bad debts, and fraudulent use
          by any Subscriber of any MSISDN or telephone number  assigned,  unless
          Dealer,  Sub-Dealer or their Personnel are at fault in relation to any
          of the foregoing.
     1.2.9Company shall be solely  responsible  for all billings of  Subscribers
          for Wireless Service, and all remittances resulting from such billings
          shall  be made  directly  to  Company  and  shall be the  property  of
          Company.  Until written notice from Dealer to Sub-Dealer,  the parties
          agree that Sub-Dealer shall not be activating Subscribers that require
          a deposit to meet Company's credit requirements.


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     1.2.10  Sub-Dealer  shall at all times  comply  with all  applicable  laws,
          regulations,    licensing   requirements,   and   other   governmental
          requirements  in performing its  obligations and exercising its rights
          under this Agreement.  Sub-Dealer warrants that it holds all necessary
          federal,  state,  and local  licenses and permits in order to sell the
          Wireless Service and Equipment in accordance with applicable law.
     1.2.11 With respect to Wireless Service, Sub-Dealer and its Personnel shall
          only sell and furnish to Subscribers, Equipment approved by Company in
          writing and in its sole  discretion  as meeting  minimum FCC, CTIA and
          reasonable  Company technical  standards for transmission,  regulatory
          compliance,  and overall technical  quality.  Sub-Dealer  acknowledges
          that Company may, in its sole  discretion,  refuse Wireless Service to
          any Subscriber using Equipment that does not meet such standards.
     1.2.12  Sub-Dealer  and its  Personnel  shall  only  sell  and  furnish  to
          Subscribers,  Equipment approved by Company in writing and in its sole
          discretion as meeting  Company's  branding and marketing  requirements
          pursuant to this  Agreement.  Sub-Dealer  and its Personnel  shall not
          sell nor furnish  Equipment to Subscribers  under this Agreement to be
          used on the Company's network,  which is branded with the name or logo
          of any other wireless  carrier  without prior written  permission from
          Company.
     1.2.13  Sub-Dealer  and its  Personnel  shall  not sell any used  Equipment
          without the prior written consent of Company.
     1.2.14 In all dealings  with  Subscribers,  Sub-Dealer  and its  Personnel,
          shall be governed by the highest standards of honesty, integrity, fair
          dealing and ethical  conduct.  Conduct in  violation  of this  Section
          includes,  but is not limited to: (a) business practices,  promotions,
          or  advertising  which may be injurious to the  reputation or business
          goodwill  of the  Dealer  or the  Company;  (b)  falsification  of any
          business records; (c)  misrepresentations to the other party or to any
          actual  or  potential  Subscriber;  (d)  breach  of  payment  terms or
          policies  which are not cured to the  satisfaction  of the other party
          within fifteen (15) days of notice from the  non-breaching  party; (e)
          the  conviction of  Sub-Dealer,  or any of its officers of any offence
          related to the  business  conducted by it or  punishable  by a term of
          imprisonment  that  relates to the rights and  obligations  under this
          Agreement; or (f) failure to comply with any applicable federal, state
          or  local  law or  regulation  or  engaging  in any  practice  that is
          determined  by a court or  governmental  agency  to be an  illegal  or
          unfair trade practice in violation of any applicable law provided that
          such failure or practice  relates to the rights and obligations of the
          parties under this Agreement.  Any conduct violating the provisions of
          this Section shall constitute a material breach of this Agreement.
     1.2.15 Sub-Dealer acknowledges and agrees that:
          (a)  prior to Company's approval of any Sub-Dealer, Dealer is required
               to submit to  Company  for its review  and  approval  any and all
               proposed  changes  or  amendments  to  the  Sub-Dealer  Agreement



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               (except for any provisions relating to Sub-Dealer  compensation).
               Company  may  deny  approval  of any  Sub-Dealer  Agreement  that
               Company deems is contrary to its legal or  commercial  interests;
               and
          (b)  Dealer  will  provide   copies  to  Company  of  all   Sub-Dealer
               Agreements  between  Dealer and its  Sub-Dealers  (except for any
               provisions relating to Sub-Dealer  compensation),  upon Company's
               request.

2.   SUB-DEALER GUIDELINES

2.1  Adherence  to  Agreement.  Sub-Dealer  agrees  to  adhere  to the terms and
     conditions of this Agreement and Exhibits (including without limitation the
     "Dealer Exhibit") and the Marks Rules, which are all hereby incorporated by
     this reference. Sub-Dealer acknowledges that a breach by Sub-Dealer of this
     Agreement  shall  entitle  Company to pursue all rights and remedies it may
     have under this Agreement or under the law.
2.2  Termination of Sub-Dealer. If the Sub-Dealer has breached the terms of this
     Agreement and the Company has provided  Dealer and Sub-Dealer with not less
     than  thirty  (30) days  notice to have  Sub-Dealer  cure the breach to the
     reasonable satisfaction of the Company, the Company shall have the right to
     terminate this Agreement upon written notice to Dealer and  Sub-Dealer.  In
     the  event  the  Sub-Dealer  breaches  the  confidentiality,   intellectual
     property or unethical conduct provision in sections 1.2.13,  3.1 and 3.3 of
     this  Agreement,  or a Sub-Dealer  has breached any terms of this Agreement
     three or more times during the term of this Agreement, or the insolvency of
     the  Sub-Dealer,  the  Sub-Dealer  becomes  the  subject of a petition  for
     bankruptcy,  goes into  receivership or enters into an arrangement  with or
     assignment  for the benefit of creditors;  Company and/or Dealer shall have
     the right to immediately terminate this Agreement.
     Either  Dealer  or  Sub-Dealer  shall  have  the  right to  terminate  this
     Agreement  for  convenience  by giving  the other  thirty  (30) days  prior
     written notice.
2.3  Effect of  Termination.  Upon  termination or expiration of this Agreement,
     Sub-Dealer and its Personnel will immediately  cease promoting,  marketing,
     and  otherwise  soliciting  the  Wireless  Service.  Each party shall fully
     perform any and all obligations under this Agreement  incurred prior to the
     effective  date of  termination  or  expiration  except to the extent  that
     either party may be relieved of any such obligations under other provisions
     of this Agreement. All amounts owed by any party to the other, shall become
     immediately  due and  payable.  Dealer and Company  may,  at their  option,
     cancel  all  unshipped  orders  without  liability.  Sub-Dealer  shall upon
     request  promptly  return  to  Dealer  all  Confidential  Information,  and
     advertising and promotional  materials provided pursuant to this Agreement,
     along  with  all  other  Company  or  Dealer   property  and  Equipment  in
     Sub-Dealer's  possession,  and shall  immediately cease using Company's and
     Dealer's Marks.


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2.4  Non-Solicitation  of Company's Dealers.  During the term of this Agreement,
     Sub-Dealer  and anyone  acting on its behalf  shall not  recruit or solicit
     sub-dealers,  employees,  dealers,  agents, or independent contractors from
     Company  or Dealer or from any other  dealer or  sub-dealer  of  Company or
     Dealer.
2.5  Prohibition on Non-Competition  Agreements.  Sub-Dealer, its employees, and
     agents shall not enter into an  exclusivity  or  non-competition  agreement
     prohibiting  them  from  working  directly  for  Company,  or from  selling
     Company's  Wireless  Service.   Notwithstanding  the  forgoing,  Sub-Dealer
     acknowledges  and agrees that if it has any  intention  of  establishing  a
     direct  relationship with the Company, it will give prior written notice to
     Dealer.
2.6  Sub-Dealer   Support.   Sub-Dealer   acknowledges   that  Dealer  shall  be
     responsible  for  providing  some  management   support  and  resources  to
     Sub-Dealer  and that  Company  has no such  responsibility  except  for the
     provision  of any  support  and  resources  that the  Company has agreed to
     provide in  accordance  with the terms of any contract that the Company has
     with manufacturers of the Equipment.
2.7  Sub-Dealer  Compensation.  Sub-Dealer  acknowledges  that  Dealer  shall be
     solely  responsible for payment of any compensation owed, and for reporting
     any and all  information  used by  Company  for  purposes  of  compensating
     Dealer,  and that Sub-Dealers  entitlement to compensation  shall be as set
     out in the Dealer Exhibit.
2.8  Restrictions.  With respect to Company Wireless  Service,  Sub-Dealer shall
     only sell and  furnish to  Subscribers  Equipment  approved  by Company and
     Dealer in writing and in its sole  discretion as meeting  minimum FCC, CTIA
     and reasonable  Company and Dealer  technical  standards for  transmission,
     regulatory compliance, and overall technical quality.  Sub-Dealer shall not
     employ or enter any agreement to use sub-dealers. Sub-Dealer shall not sell
     any restricted promotions or plans as defined in this Agreement, or sell to
     Subscribers restricted under this Agreement.
2.9  Termination of Relationship  Between Dealer and Sub-Dealer.  Subject to the
     terms of the Dealer  Agreement  and this  Agreement,  Company may choose to
     accept  Sub-Dealer  as a direct  dealer  of  Company.  If  Company  accepts
     Sub-Dealer  as a direct  dealer of Company,  Company and  Sub-Dealer  shall
     enter into Company's dealer agreement.
2.10 No Agency  Relationship.  Sub-Dealer  acknowledges that this Agreement does
     not create an agency, joint venture, partnership,  employment relationship,
     franchise  or third  party  beneficiary  rights  with  Company  or  Dealer.
     Sub-Dealer  shall not have the  authority  to bind Company or Dealer in any
     manner

3.       ADDITIONAL OBLIGATIONS OF SUB-DEALER

3.1  Non-Diversion. Sub-Dealer acknowledges it has obtained significant goodwill
     from Company and Dealer through use of their  Confidential  Information and
     Marks. During the term of this Agreement and for a period of one year after
     termination of this Agreement  (whether  voluntary or involuntary,  with or


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     without cause), Sub-Dealer shall not at any time directly or indirectly (a)
     request any Subscriber in the Area whom Sub-Dealer knows to be a Subscriber
     of  Company,  to  curtail  or  deactivate  the  Wireless  Service or Dealer
     Offerings, or cancel its relationship with Company or Dealer.
3.2  Confidential Information.  "Confidential Information" means all information
     of or relating to Company or Dealer  (whether of a business,  technical  or
     other  nature)  which  Sub-Dealer  knows or  reasonably  should  know to be
     confidential  or  proprietary.  Without  limiting  the  generality  of  the
     foregoing,   "Confidential   Information"   includes  all  information  not
     generally  known to the public that  relates to the  business,  technology,
     Subscribers,   potential  Subscribers,   finances,  budgets,   projections,
     proposals, practices of Company or Dealer, including without limitation the
     terms of this Agreement and the Dealer Agreement, the identities of and all
     information  regarding  Subscribers  and  potential  Subscribers,  and  all
     information relating to Company's or Dealer's business plans and proposals,
     marketing plans and proposals,  technical plans and proposals, and research
     and  development.  All  Confidential  Information  will be considered trade
     secrets of Company or Dealer and shall be entitled to all protections given
     by law to trade secrets.  Any and all media (whether  written,  film, tape,
     optical,  magnetic,  opto-magnetic  or  otherwise)  embodying  any  of  the
     information described above shall also constitute Confidential Information.
     Except for Subscriber  Information which under all  circumstances  shall be
     treated as Confidential  Information,  Confidential  Information  shall not
     include  information which: (a) was in or entered the public domain through
     no fault of Sub-Dealer;  (b) Sub-Dealer can show, by written evidence,  was
     rightfully in Sub-Dealer's possession prior to receipt thereof from Company
     or Dealer;  or (c) is  disclosed  to  Sub-Dealer  by a third party  legally
     entitled  to make  such  disclosure  without  breach of any  obligation  of
     confidentiality.
3.3  Non-Disclosure  of  Confidential  Information.  During  the  term  of  this
     Agreement  and at all times  thereafter,  Sub-Dealer  shall not directly or
     indirectly (a) use any Confidential  Information for any purpose other than
     that for which it is used or disclosed under the terms of this Agreement or
     the Dealer  Agreement,  (b) disclose to any person,  firm,  corporation  or
     other  business  entity any  Confidential  Information  or in any other way
     publicly or privately  disseminate  any  Confidential  Information,  or (c)
     assist, authorize or encourage anyone else to use, disclose, or disseminate
     any Confidential  Information.  Without limiting the foregoing,  Sub-Dealer
     shall not use Confidential  Information related to Subscribers or potential
     Subscribers  to  directly  or  indirectly   contact  or  communicate   with
     Subscribers or Potential  Subscribers  concerning the Company,  the Dealer,
     the Dealer  Offerings,  or Wireless Service.  Sub-Dealer  further agrees it
     shall: (a) hold all such  Confidential  Information in confidence using the
     same degree of care that  Sub-Dealer  uses to protect its own  confidential
     and proprietary  information  (but in no event less than reasonable  care);


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     (b) use the  Confidential  Information  only for the purpose of  performing
     obligations   under  this   Agreement;   (c)  reproduce  any   Confidential
     Information only to the extent necessary to perform such  obligations;  (d)
     restrict disclosure of and access to such Confidential  Information only to
     those Personnel who are directly  concerned with, and who agree to maintain
     the  confidentiality  of, the  Confidential  Information;  and (e) take all
     precautions  necessary and appropriate to guard the  confidentiality of the
     Confidential  Information,  including  informing  employees who handle such
     information that it is confidential and not to be disclosed to others. Upon
     termination  of  this  Agreement,   all  Confidential  Information  in  the
     possession or control of Sub-Dealer  (including all originals and copies of
     all or any  portion  of any  Confidential  Information)  shall be  promptly
     returned to Company or Dealer depending on whose  Confidential  Information
     it is.  Sub-Dealer  shall be responsible for ensuring  compliance with this
     Section   by   its   officers,    employees,   agents,   contractors,   and
     representatives,  even  if  this  Agreement  is not  ultimately  signed  or
     approved by Company or Dealer.
3.4  Records.  Sub-Dealer  agrees to maintain at its principal place of business
     complete and accurate records of Sub-Dealer's  business  conducted pursuant
     to this Agreement.  Records will include, but are not limited to, documents
     relating to sales of  Equipment  and Dealer  Offerings  and  Activation  of
     Subscribers.  All records that would be reasonably necessary for Company or
     Dealer to determine  the  commission  payable by Company or Dealer shall be
     made available for inspection by Company or Dealer upon  reasonable  notice
     to Sub-Dealer.  Such records constitute Confidential Information that shall
     be returned to Company or Dealer upon  termination  or  expiration  of this
     Agreement.

4.       INTELLECTUAL PROPERTY RIGHTS

4.1  Marks.  Sub-Dealer  understands and acknowledges that the Marks, along with
     all Intellectual Property Rights associated therewith,  are the property of
     Company or Dealer.  Sub-Dealer  acknowledges that it has no rights in or to
     the Marks and shall not  acquire any rights in the Marks or  expectancy  to
     their use as a result of any use of the Marks by  Sub-Dealer,  and that all
     goodwill  arising  out  of any  use  of the  Marks  by,  through  or  under
     Sub-Dealer  shall inure solely to the benefit of the original  owner of the
     Marks.  Following  the  termination  of this  Agreement,  Sub-Dealer  shall
     immediately  discontinue  use of any  Marks  (and any other  trademarks  or
     service  marks  which  Company  or Dealer  deem to be  confusingly  similar
     thereto) and shall  promptly  destroy,  or, at Company or Dealer's  option,
     return to Company or Dealer, all advertising and promotional literature and
     signage which contain any Marks.
4.2  Other Rights. Sub-Dealer acknowledges that the Wireless Service, Equipment,
     and Dealer  Offerings  involve  valuable  Intellectual  Property  Rights of
     Company  or Dealer and their  licensors.  No title to or  ownership  of any
     Intellectual  Property Rights associated with any Wireless Service,  Dealer
     Offerings,  or Equipment is  transferred  to Sub-Dealer  or any  Subscriber
     pursuant to this Agreement.


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4.3  Protection of Rights.  Sub-Dealer will immediately notify Company or Dealer
     of any  infringement,  misappropriation  or violation  of any  Intellectual
     Property Rights of Company, Dealer or their respective licensors that comes
     to Sub-Dealer's  attention.  Sub-Dealer  will not infringe or violate,  and
     will use its best efforts to preserve and protect  Company's,  Dealer's and
     their licensors' interest in, all such Intellectual Property Rights. In the
     event of any such infringement,  misappropriation  or violation relating to
     the  activities of Sub-Dealer  or any of its officers,  employees,  agents,
     contractors or  representatives,  Sub-Dealer will take all steps reasonably
     necessary  to  terminate  any  such   infringement,   misappropriation   or
     violation.  Company or its designee  will have  exclusive  control over the
     prosecution and settlement of any legal  proceeding to enforce,  to recover
     damages on account of any infringement,  misappropriation or violation,  or
     to defend any of its or its licensor's Intellectual Property Rights. Dealer
     or its  designee  will have  exclusive  control  over the  prosecution  and
     settlement  of any legal  proceeding  to  enforce,  to  recover  damages on
     account of any infringement,  misappropriation  or violation,  or to defend
     any of its or its licensor's Intellectual Property Rights. Without limiting
     the  generality  of  the  foregoing,  Sub-Dealer  will:  (a)  provide  such
     assistance  related to such  proceeding as Company or Dealer may reasonably
     request;  and (b) assist  Company or Dealer in enforcing any  settlement or
     order made in  connection  with such  proceeding;  provided that Company or
     Dealer will  reimburse  the expenses  reasonably  incurred by Sub-Dealer to
     provide such  assistance  in  accordance  with  Company's  or  Sub-Dealer's
     requests for the same.

5.       INDEMNITY; CONSEQUENTIAL DAMAGES
5.1  General Indemnity.  Sub-Dealer hereby agrees to indemnify, defend, protect,
     and hold  Company and Dealer,  and their  respective  parent  corporations,
     subsidiaries,  affiliates,  officers,  directors,  employees,  agents,  and
     insurers,  harmless  from and  against any and all  claims,  costs,  suits,
     liabilities,   damages,  losses,  demands,  and  expenses  of  every  kind,
     including but not limited to reasonable  attorneys' fees and disbursements,
     arising out of any negligent act or omission or willful  misconduct  of, or
     breach of this  Agreement,  by  Sub-Dealer,  or its employees,  agents,  or
     independent  contractors,  including  without  limitation,  any claim  made
     against Dealer by Company.
5.2  Indemnity as to Advertisements. In furtherance and not in limitation of the
     Indemnification  obligations of Sub-Dealer set forth in Section 6.1 of this
     Agreement, Sub-Dealer hereby agrees to indemnify, defend, protect, and hold
     Company  and  Dealer  and  their  parent  corporations,   subsidiaries  and
     affiliates, and each of their officers,  directors,  employees, agents, and
     insurers,  harmless  from and  against any and all  claims,  costs,  suits,
     liabilities,   damages,  losses,  demands,  and  expenses  of  every  kind,
     including,   but  not   limited   to,   reasonably   attorneys'   fees  and
     disbursements,  arising  out of  advertisements  or  promotional  materials
     developed or used by  Sub-Dealer  (except  advertisements  and  promotional
     materials that have been  developed and provided by Company,  developed and
     provided by Dealer, or approved in writing by Company and/or Dealer).


<PAGE>


5.3  Limitation of Liability.  IN NO EVENT SHALL COMPANY OR DEALER BE LIABLE FOR
     INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
     LIMITED TO LOST REVENUE OR PROFITS,  IN CONNECTION  WITH THIS  AGREEMENT OR
     THE CONDUCT OF BUSINESS  BETWEEN DEALER AND SUB-DEALER,  EVEN IF COMPANY OR
     DEALER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.       TERMINATION
6.1  Unless earlier  terminated  pursuant to paragraph 2 above, this Agreement t
     shall  terminate  contemporaneously  with the Dealer  Agreement;  provided,
     however,  that  Sub-Dealer's  obligations  under sections 3, 4, 5, and 6 of
     this Agreement shall survive the termination of this Agreement.

7.       MISCELLANEOUS

7.1  Entire Agreement.  This Agreement and any non-disclosure  agreement ("NDA")
     entered into between any of the parties  represents  the entire,  complete,
     final and exclusive  Agreement  between the parties  hereto with respect to
     the matters  addressed in this Agreement and, except as expressly  provided
     herein, shall not be affected by reference to any other documents.
7.2  No Other Agreements.  Sub-Dealer represents and warrants that the execution
     and  performance  of this Agreement does not and will not violate any other
     contract or obligation  to which  Sub-Dealer  is a party,  including  terms
     relating  to  covenants  not  to  compete  and  confidentiality  covenants.
     Sub-Dealer  will  not  disclose  or use,  or  induce  others  to  use,  any
     proprietary  information or trade secrets of any other person,  association
     or entity.  Sub-Dealer  represents  and  warrants  that it has returned all
     property  and  confidential  information  belonging  to all  other  service
     providers for whom  Sub-Dealer  may have acted as a dealer.  This Agreement
     and  its  Exhibits,  and any  NDA,  constitute  the  entire  agreement  and
     understanding  between the parties and supersede  all offers,  negotiations
     and  other  agreements  concerning  the  subject  matter  set  forth in the
     Agreement.  Sub-Dealer is not relying on any  representations or warranties
     from Company or Dealer,  including,  but not limited to, any representation
     or warranty as to the nature of competition or the results or effect of any
     advertising.  Except as set forth herein,  any amendments to this Agreement
     must be in writing and signed by the parties.

7.3  Supply of Equipment and Operations.  The parties acknowledge and agree that
     details  regarding:  the terms upon which Dealer will sell the Equipment to
     the Sub-Dealer, pre and post sales support, ordering and shipping terms and
     conditions;  activation  procedures,  etc  will  be  set  out  in  separate
     agreements  to be entered  into  between  the Dealer  and  Sub-Dealer.  The
     parties agree that the terms and conditions of the agreements to be entered
     into between  Sub-Dealer  and Dealer ("Other  Agreements")  shall in no way
     limit or reduce the  protections  or rights  afforded to the Company  under
     this Agreement.
7.4  Dealer Branding Guidelines.  Sub-Dealer shall comply with Dealer's branding
     guidelines that may be in effect from time to time.
7.5  Remedies Cumulative.  The rights and remedies herein expressly provided are
     cumulative  and not  exclusive of any rights or remedies that a party would
     otherwise have.


<PAGE>


7.6  Assignment.  Sub-Dealer  shall  not  assign  its  rights  or  delegate  its
     obligations  hereunder  without  the prior  written  consent of Company and
     Dealer.  This  prohibition  shall  extend  to a change  in the  control  of
     Sub-Dealer,  which is  defined  to be any  change  as a result of which any
     person or entity holds 50% or more of the  ownership  interest or assets of
     Sub-Dealer.
7.7  Severability.  If any  provision  of this  Agreement  shall be held invalid
     under any  applicable  laws,  such  invalidity  shall not  affect any other
     provisions  of this  Agreement  that  can be given an  effect  without  the
     invalid  provision.  Further,  all terms and  conditions of this  Agreement
     shall  be  deemed  enforceable  to the  fullest  extent  permissible  under
     applicable  law and, when  necessary,  the court is requested to reform any
     and all terms or conditions to give them such effect.
7.8  Authority. Each person signing below hereby warrants and represents that he
     or she has full  authority to execute this Agreement for the party on whose
     behalf he or she is signing.
7.9  No Waiver.  No failure by a party to take  action on account of any default
     or breach of this Agreement by the other party shall constitute a waiver of
     any such  default or breach,  or of the  performance  required of the other
     party under this Agreement.
7.10 Notices. All notices and other  communications  hereunder shall be given in
     writing and shall be deemed to have been duly given and  effective (i) upon
     receipt  if  delivered  in  person,  or via  tele-copy,  (ii) one day after
     deposit prepaid with a national  overnight  express  delivery  service,  or
     (iii)  five days  after  deposit in the mail.  Notices  to  Sub-Dealer  and
     Company shall be delivered or transmitted  to its address  specified on the
     first page of this  Agreement,  and notices to Dealer shall be delivered or
     transmitted as follows:

President                               With a copy to:
---------                               --------------
     Research In Motion Corporation         Legal Department
     c/o 295 Phillip Street                 c/o 295 Phillip Street
     Waterloo, Ontario, N2L 3W8             Waterloo, Ontario, N2L 3W8
     Attention: Jim Balsillie               Phone:  (519) 888-7465
     Phone: (519) 888-7465                  Fax: (519) 888- 1975
     Fax: (519) 888-7835

     Any Party may from time to time  change  such  address  by giving the other
     Party  notice  of  such  change  in  accordance  with  this  Section.

7.11 Arbitration of Disputes.
     7.11.1 Obligation to Pursue Good Faith Resolution. The parties agree to use
          every  reasonable  effort  to  settle  any  disputes  between  them by
          amicable means,  and not to resort to legal action unless such efforts
          have been attempted and are unsuccessful.
     7.11.2  Submission  to  Arbitration.  If the  parties are  unsuccessful  in
          resolving any disputes pursuant to paragraph 8.9.1, any controversy or
          claim arising out of or relating to this Agreement  (including whether
          a particular  dispute is arbitrable  hereunder),  shall be resolved by
          submission to binding  arbitration.  Such arbitration shall be held in


<PAGE>


          the  State of New York  before a  single  arbitrator  who  shall be an
          attorney in such county who has  practiced as a  commercial  litigator
          for at least fifteen (15) years.  The  arbitration  shall be conducted
          under the  commercial  arbitration  rules of the American  Arbitration
          Association,  except to the  extent  that  those  rules  are  modified
          herein,  but shall not be  administered  by the  American  Arbitration
          Association.   The  parties   shall  equally  bear  the  fees  of  the
          arbitrator.
     7.11.3  Selection  of  Arbitrator.  If  the  parties  cannot  agree  on  an
          arbitrator, the arbitrator shall be selected by the Chief Judge of the
          United States  District Court for  Manhattan,  New York, in accordance
          with the Federal  Arbitration  Act. The  arbitrator so selected  shall
          possess the  qualifications  described in paragraph 8.9.2.  Each party
          may, but need not,  suggest up to three  potential  arbitrators to the
          appointing authority.
     7.11.4 Discovery and Motions.  The arbitrator  selected may grant discovery
          as required by the reasonable needs of the case and determine  motions
          filed,  including  motions for  preliminary or ancillary  relief,  but
          shall do so in accordance with the parties' desire to economically and
          quickly resolve disputes between them. Discovery shall be allowed only
          as the parties may agree or the arbitrator may permit.
     7.11.5 Limitation of Actions. In the event either party believes it has any
          claim  against  the  other  party  arising  out of this  Agreement  or
          transactions  related to it, the claimant shall notify the other party
          of such  claim in writing  within 120 days from the date it knows,  or
          has reason to know,  of any such claim  ("Notification  Period").  All
          claims and disputes that arise under this Agreement shall be submitted
          to arbitration by initiating  the  arbitration  not later than one (1)
          year  after  occurrence  of the  act or  omission  giving  rise to the
          dispute. Any failure to initiate  arbitration  proceedings within this
          one (1) year period shall constitute an absolute bar to the initiation
          of proceedings based on such act or omission.
     7.11.6  Initiation  of  Arbitration.   The  aggrieved  party  may  initiate
          arbitration by sending  written notice of an intention to arbitrate to
          all parties,  such notice to include a description of the dispute, the
          amount involved,  and the remedy sought. Each party irrevocably agrees
          that service of process,  notices or other communications  relating to
          the  arbitration  procedure shall be deemed served and accepted by the
          other if given in accordance with the provisions of this agreement.
     7.11.7  Decision  and  Enforcement  of  Award.  Any award  rendered  in the
          arbitration  shall  be  final,  non-appealable,  and  binding  on both
          parties, and judgment may be entered thereon in any court of competent
          jurisdiction.  Any award  rendered  shall be limited to actual damages
          sustained  by the party in whose favor  judgment is  rendered,  and no
          consequential,  punitive,  exemplary,  special or  multiplied  damages
          shall be  awarded.  The award of the  arbitrator  shall be in writing,
          with one counterpart delivered to each party.


<PAGE>


     7.11.8  Preliminary  and  Ancillary  Relief;  Forum  Selection;  Consent to
          Personal  Jurisdiction.  Where  feasible,  issues of  preliminary  and
          ancillary  relief shall first be determined by an arbitrator  selected
          in accordance with the provisions of this Agreement.  In an emergency,
          however,  when irreparable  injury will occur before an arbitrator can
          be appointed and/or hear the matter,  the aggrieved party may apply to
          a court for  preliminary  or ancillary  relief.  Any such  application
          shall be made only to a state or federal  court  sitting in the county
          where  Dealer's  principle  place of business  is located.  Sub-Dealer
          irrevocably  submits to the personal  jurisdiction of such courts. The
          parties agree that  violations or threatened  violations of paragraphs
          3.2, 3.4, 4.1, and 5.1 of this Agreement  occurring when no arbitrator
          has been appointed shall presumptively be grounds for application to a
          court under this paragraph.  In such cases, the Dealer's bond shall be
          unsecured unless good cause is shown.
     7.11.9 Exceptions to Arbitration.  Notwithstanding  the foregoing,  Company
          and  Dealer  shall  have the  right to  institute  legal or  equitable
          proceedings  for claims or disputes  regarding:  (a)  amounts  owed by
          Dealer to  Company,  Sub-Dealer  to  Dealer,  or  Company to Dealer in
          connection with purchase of the Equipment, Wireless Service, or Dealer
          Offerings;   (b)  breach  by  Sub-Dealer  of  its  confidentiality  or
          intellectual property obligations under this Agreement.
     7.11.10 Consolidation of Proceedings.  At the option of Company and Dealer,
          any  arbitration  under  the  provisions  of  this  Agreement  may  be
          consolidated  with any  other  arbitration  proceeding  involving  the
          Company or Dealer and presenting similar issues of fact or law.
7.12 Exhibits. The parties acknowledge and agree that:
     7.12.1 In  accordance  with the Dealer  Agreement,  Company  may change the
          Exhibits to the Dealer  Agreement  resulting  in the Dealer  having to
          make  changes  to  this  Agreement   which  will  be  binding  on  the
          Sub-Dealer;
     7.12.2 The Dealer may change the  Exhibits  to this  Agreement,  including,
          without  limitation,  the Dealer  Exhibit,  by giving  the  Sub-Dealer
          twenty (20) days written notice of such change; and
     7.12.3 The Exhibits to this Agreement form a part of the Agreement.
7.13 Counterparts. This Agreement may be executed in counterparts, each of which
     will be deemed an original,  but all of which together will  constitute one
     and the same  instrument.  Signing of this  Agreement and  transmission  by
     facsimile document transfer will be acceptable and binding upon the Parties
     hereto.
7.14 Governing Law. This Agreement and the rights and obligations of the parties
     hereunder  shall be construed in  accordance  with and shall be governed by
     the laws of the State of New York,  without  regard to the conflict of laws
     or choice of law provisions thereof.
7.15 Attorneys Fees and Costs.  In the event any  arbitration or court action is
     commenced  by either  party,  the  substantially  prevailing  party in such
     action shall be entitled to its  reasonable  out-of-pocket  legal costs and
     reasonable attorneys' fees incurred therein.


<PAGE>


The parties acknowledge they have fully read and understood this Agreement,  and
have had the  opportunity  to confer with legal counsel  regarding its terms and
conditions.

EXECUTED as of the day and year first above written.


  SUB-DEALER NAME:             Donald Hamilton
-----------------------------------------------------------------
  OWNER/OFFICER (printed):     Vice President and General Manager
-----------------------------------------------------------------
  SIGNATURE:                   /s/ Donald Hamilton
-----------------------------------------------------------------
  TITLE:
-----------------------------------------------------------------

  DEALER NAME:            Research In Motion Corporation
  By:                     Jim Balsillie
  Its                     President

Sub-Dealer Approval Granted:

Retrieval Dynamics Corporation


By:
---------------------------------------

Its:
---------------------------------------

Date:
---------------------------------------


<PAGE>


                                    Exhibit A

                  VoiceStream Wireless Sub-Dealer Program Rules

A.   Incorporated  Dealer  Agreement.  These Program Rules ("Rules") are part of
     the  Sub-Dealer  Agreement  (the  "Agreement).  These  Rules  apply  to all
     Subscriber Activations. These Rules are subject to amendment at any time by
     Company and Dealer at their sole  discretion  upon thirty (30) days written
     notice to Sub-Dealer.

B.   Definitions.  In addition to the terms defined in the Dealer  Agreement and
     this Agreement, the following terms will have meanings set forth below:

     Activation.  The  commencement  of  Wireless  Service by Company to a valid
Subscriber's SIM card and assignment of a wireless MSISDN or telephone number to
Equipment  purchased  by a  Subscriber  in  accordance  with  the  terms of this
Agreement  and the  Dealer  Agreement.  Each  new SIM card  assigned  to a valid
Subscriber's   account  under  the  terms  of  this  Agreement   constitutes  an
Activation; provided, however, that combined voice and data rate plans, and rate
plans that are added onto, or sold as a separate  feature of, an existing  voice
or data rate plan or feature, or SIM card, shall qualify as only one Activation.
Notwithstanding  any  other  provision  herein,   shared  rate  plans  (i.e.,  a
non-Enterprise rate plan in which multiple SIM cards draw off of a single bucket
of minutes) shall constitute only one activation, irrespective of how many lines
are added,  and shall be  eligible  for a  Activation  Commission,  except as to
Business  Enterprise  Plans, as to which Sub-Dealer will be compensated based on
the number of SIM cards activated for Subscribers.

     Activation  Date. The date on which Company  commences the Wireless Service
to a valid  Subscriber's  SIM card and  assigns a wireless  MSISDN or  telephone
number  to a  wireless  device  purchased  by a  Subscriber  originating  from a
Sub-Dealer or its Personnel.

     Area. The collective geographic areas, set forth in Exhibit D, in which the
Company  provides  Wireless Service and with respect to which the Sub-Dealer may
act as an authorized dealer for Dealer pursuant to this Agreement.

     Billing Month. Each billing cycle,  consisting of approximately thirty (30)
days, used by Company to bill its Subscribers for Service.

     Charge Back. A reduction in the Sub-Dealer's  compensation by the amount of
any compensation earned for an original Activation.

     Deactivation.  Termination of Wireless Service to the SIM card, or wireless
MSISDN or  telephone  number,  assigned  to a  Subscriber  for any  reason.  For
purposes of calculating  compensation owed to Sub-Dealer,  a Deactivation  shall
mean termination of a Subscriber's  voice or data rate plan or feature for which
Company has paid, or agreed to pay,  compensation.  A Subscriber  may substitute


<PAGE>


Equipment  or  service  plans,  per the terms of their  Agreement  or the Dealer
Agreement with Company,  without being  considered  deactivated,  so long as the
same  MSISDN  or  telephone  number  is  maintained  and so long  as  Subscriber
continues on a Company rate plan.

     Dealer  Offerings.  All  hardware,  software,   applications,  and  related
maintenance  offered by Dealer to its customers  excluding  Wireless Service and
Equipment.

     Equipment.  Any approved  voice,  data, or combined voice and data devices,
handsets,  telephones,  or  related  equipment  or  accessories  to be  used  on
Company's network, including SIM cards.

     GSM. Global System for Mobile Communication.

     GPRS. General Packet Radio Service.

     Intellectual Property Rights. All copyright, trademark, service mark, trade
secret,  patent and other intellectual  property rights (including all rights of
registration or renewal thereof and all causes of action relating thereto).

     Market.  The covered population in the geographic area which boundaries are
defined by the Federal  Communication  Commission Licenses referenced in Exhibit
D.

     Marks.  All service  marks,  trademarks  and trade names used by Company or
Dealer, including, but not limited to, the marks VoiceStream Wireless(R).

     MSISDN. Mobile Station International Subscriber Directory Number.

     Marks Rules.  The rules and procedures  relating to Company's Marks and set
forth in Exhibit C and the rules and procedures  relating to Dealer's marks that
may be in effect from time to time.

     New Gross Subscribers.  Calculated as follows:  for each Billing Month, the
number of new Subscribers  that (i) were submitted by Sub-Dealer and accepted by
Company; (ii) whose Activation Date was in that Billing Month and whose Wireless
Service was not Deactivated by the end of that Billing Month; and (iii) who have
not previously subscribed to the same Company's Wireless Service within the last
180 days. For greater  certainty,  the parties  acknowledge  that Sub-Dealer may
offer either data and/or voice services to  Subscribers.  New Gross  Subscribers
shall not  include  Subscribers  or  Subscribers  of rate plans  excluded  under
Exhibit B.

     New Net  Subscribers.  Calculated as follows:  for each Billing Month,  the
number of New Gross  Subscribers  less the number of previous  Activations  that
became subject to Charge Backs in that month.



<PAGE>


     Personnel.  A  party's  employees,  sub-dealers  (if  applicable),  agents,
independent contractors, and licensees.

     SIM Card. Any Subscriber Identity Module component supplied  exclusively by
the Company  necessary  for the  operation  of any GPRS or GSM voice and/or data
devices, telephones, or related Equipment for use on Company's network.

     Sub-Dealer. An agent of the Dealer for purposes of selling Wireless Service
and Equipment  under the terms and  conditions of the Dealer  Agreement and this
Agreement,  which  has  executed  Company's  and  Dealer's  form  of  Sub-Dealer
Agreement,  and which  Company  and  Dealer  have  approved  in  writing to be a
Sub-Dealer.

     Subscriber.  End-Users  purchasing the Equipment and activating a rate plan
or feature for Wireless  Service  through the Sub-Dealer or its Personnel in the
Area.  Each  End-User that (i) places a new order for Wireless  Service  through
Sub-Dealer  or its Personnel  that is accepted by Company and Dealer,  (ii) that
uses Company's  Equipment to access the Wireless Service,  and (iii) for which a
SIM card and the Wireless Service is Activated, is a Subscriber. For purposes of
calculating compensation owed to Sub-Dealer,  where an End-User places more than
one order for Wireless  Service and each order is assigned a different SIM card,
each order will be treated as a separate  Subscriber if the order is accepted by
Company  and if the  Wireless  Service is  activated  on that  order;  provided,
however,  that the order does not  violate  Company's  and  Dealer's  Fraudulent
Activities  policy in Exhibit A, Section F.4, and further  provided  that shared
rate plans (i.e.,  a  non-Enterprise  rate plan in which multiple SIM cards draw
off of a single bucket of minutes) shall  constitute only one activation  except
as specifically  noted.  "End-User" for the purposes of this Agreement means the
customer that purchases or uses Wireless Service.

     Subscriber  Information.  Any information relating to a Subscriber gathered
by or for any  party or its  Personnel  including,  without  limitation,  names,
addresses, e-mail addresses, telephone numbers, and other personally identifying
information about an actual Subscriber.

     VoiceStream  Suggested  Retail Prices (SRP).  The regular  non-promotional,
retail price for wireless Equipment sold at Company-owned  retail outlets on the
date of shipment to Dealer.

     Wireless Service.  Wireless communication  service,  including voice and/or
data service,  or a combination of both,  provided by Company  utilizing digital
frequencies  assigned  by the Federal  Communications  Commission  or  utilizing
unassigned frequencies such as 802.11 that utilize Company's  infrastructure and
are accessed by the Equipment.

C.   Dealer Advertising.  Sub-Dealer acknowledges receipt of the Dealer Branding
     Guidelines (collectively,  the "Advertising  Guidelines"),  which are fully
     incorporated  herein  as a part  of  this  Agreement.  In  addition  to the
     foregoing:


<PAGE>


     1.   Sub-Dealer  and  its  Personnel   shall  adhere  to  the   Advertising
          Guidelines using the VoiceStream and RIM logos.

     2.   Sub-Dealer is responsible  for ensuring that  advertising not provided
          or approved by Company and Dealer comply with all applicable laws.

     3.   Company and Dealer  reserve  the right to  immediately  terminate  any
          internet,  web-page,  or other  advertisement  that references or uses
          Marks,  rate plans or Wireless  Services at Company's or Dealer's sole
          discretion.

     4.   Using slogans such as "Discount,"  "Cheap," etc., in conjunction  with
          VoiceStream and RIM name and/or logo is prohibited.

D.   Activation Procedures.  Sub-Dealer shall not be entitled to any Commission,
     or to any other  compensation  with respect to any  Subscriber,  unless the
     following Activation procedures have been fully performed:

     1.   Before  making any  commitment  to a  potential  Subscriber  regarding
          Service,  a fully completed  service  agreement  signed,  or otherwise
          executed  in a  manner  acceptable  to  Company  and by the  potential
          Subscriber shall be delivered to the Company and Dealer.

     2.   Sub-Dealer  will contact the  appropriate  credit  bureau  utilized by
          Company and  provide  this  agency  with the  appropriate  information
          required for the potential  Subscriber or use processes and procedures
          pre-approved in writing by Company and Dealer to do the same.

     3.   Sub-Dealer  will  advise the  potential  subscriber  if any deposit or
          advance payment is required by Company to be paid directly to Company.
          Until written notice from Dealer to Sub-Dealer, the parties agree that
          Sub-Dealer  shall not be  required  to collect  deposits  and  advance
          payments  since  Sub-Dealer  will not be activating  Subscribers  that
          require a deposit to meet Company's credit requirements.

     4.   Upon full  performance of the above steps and upon compliance with all
          of  Company's  and  Dealer's  procedures  for  the  activation  of the
          Equipment Company will activate the Service for the Subscriber.

E.   Promotions:

     1.   Promotions are defined as promotional  pricing on Equipment or airtime
          that is advertised through newspaper, radio, and television.

     2.   Sub-Dealer  acknowledges  that Company or Dealer are not  obligated to
          offer or subsidize promotions on Equipment,  Accessories or airtime to
          Sub-Dealer.


<PAGE>


F.   Sales Efforts.

     1.   Telemarketing.  Telemarketing  and/or  telephonic  lead  generation by
          Sub-Dealers and its Personnel is strictly  prohibited  unless approved
          by the Vice  President  of Sales for  Company  and Dealer in  writing,
          which approval shall be in Company's and Dealer's sole discretion.

     2.   Internet Sales. When making Internet or web-page offerings of Wireless
          Service or Equipment,  Sub-Dealer  shall not use Company's or Dealer's
          trademarks or logos on any web-page or web-site, and shall not promote
          Company's  Wireless  Service or Equipment on any web-page or web-site,
          without Company's and Dealer's prior written  approval,  such approval
          not to be unreasonably withheld.

     3.   Prohibited  Sales  Activities.  Sub-Dealer and its Personnel shall not
          promote  or sell  Equipment  or  Service  through  telephone  sales or
          telemarketing  activities,  direct mail  activities,  broadcast faxing
          activities, catalog sales activities,  internet sales activities, text
          messaging  to consumer,  or any other  similar  direct sales  activity
          without the prior written approval of Dealer and the Vice President of
          Sales for Company,  which approval shall not be unreasonably withheld,
          conditioned, or delayed.

     4.   Fraudulent  Activities.  Company  and Dealer  consider  the  following
          activities  to  constitute  fraud.  Engaging in such  activities  will
          result in loss of commissions,  money damages,  and/or  termination of
          the Sub-Dealer and its Personnel:  (a) Churn Fraud: this occurs when a
          Sub-Dealer  or its  Personnel  deactivates  a  Subscriber's  SIM card,
          MSISDN or telephone  number,  rate plan,  or feature and  subsequently
          reactivates the same customer with a new SIM card, MSISDN or telephone
          number, rate plan, or feature in order to receive  compensation and/or
          activation  credit, or to permit the Subscriber to receive a promotion
          or  Equipment  upgrade;  (b)  Activation  Fraud:  this  occurs  when a
          Sub-Dealer or its Personnel  subscribe to the Wireless Service through
          the use of information  fraudulently  obtained from another person, or
          by simply using false identification, or pre-activates a handset prior
          to sale to a  Subscriber;  (c)  Commission  Fraud:  this occurs when a
          Sub-Dealer  or  its  Personnel  modifies  new or  existing  Subscriber
          accounts to artificially  inflate commission and/or activation credit.
          By way  of  example,  when a  Sub-Dealer  or its  Personnel  activates
          multiple  pooled  lines  where  the total  number  of lines  activated
          exceeds the Subscriber's  service need, or by downgrading a Subscriber
          rate plan in order to add on a new line that pays a higher  commission
          value,  this constitutes  Commission Fraud; (d) SIM Fraud: this occurs
          when a Sub-Dealer or its  Personnel  activate  Wireless  Service for a
          Subscriber  using more than one SIM Card when a single SIM card should
          suffice in order to receive  compensation and/or activation credit. By
          way of example,  when a Sub-Dealer or its Personnel activates multiple
          voice or data SIM  cards,  rate  plans or  features  when it is in the


<PAGE>


          Subscriber's  best  interest to have a single SIM card,  rate plan, or
          feature,  this  constitutes  SIM Fraud.  Activities  which Company and
          Dealer  consider to be fraudulent are not limited to the foregoing and
          may, at the sole  discretion of the Dealer and the Company,  result in
          immediate termination of this Agreement.

     5.   Prohibited Use of VoiceStream and RIM  Promotional  Slogans or Similar
          Names.  Sub-Dealer and its Personnel shall not use promotional slogans
          or phrases in connection  with any service or product if the slogan or
          phrase  was  first  used by  Company  or  Dealer  in  connection  with
          Company's Service, Dealer Offerings, or Equipment  (collectively,  the
          "Protected  Slogans")  unless  Sub-Dealer  has obtained  Company's and
          Dealer's  prior  written  consent  for  any  such  use.  For  example,
          Sub-Dealer  shall  not use the  slogans  "Get  More" or "Get More from
          Life." Sub-Dealer shall not use words such as "VoiceStream,"  "Voice,"
          "Stream,"  or "VSTR"  (collectively,  the  "Protected  Words")  or any
          combination of words that contains one or more of the Protected  Words
          for any purpose without Company's express prior written approval.  The
          foregoing  prohibitions  shall  apply to, but not be  limited  to, the
          following uses: web sites, domain names,  company names,  advertising,
          promotional materials, signage, and all similar uses. Sub-Dealer shall
          not  register or apply to register  with any public or private  entity
          any domain name, trademark,  or trade name that contains any Protected
          Slogan or Protected  Word.  Company and Dealer shall have the right to
          immediately  terminate any Sub-Dealer  that breaches the provisions of
          this Section.  Company and Dealer shall have the option to bring court
          proceedings to seek an injunction or other equitable relief to enforce
          any right,  duty or obligation under this Section.  This Section shall
          in no way limit Company's or Dealer's rights under this Agreement,  at
          law, or in equity  regarding  the improper or illegal use of Company's
          or Dealer's  intellectual  property.  The terms of this Section  shall
          survive any termination of this Agreement.

     6.   Sub-Dealer  Retail  Locations.  Sub-Dealer  shall be  prohibited  from
          placing  its  retail  locations  within 200 feet of  existing  Company
          retail  locations,   or  existing   locations  of  other  Dealers  and
          Sub-Dealers of Company,  without  Company's and Dealer's prior written
          approval to be exercised in their sole discretion.

G. Approval.

     Any sales  contests,  Activation  spiffs,  or other  forms of  compensation
     offered to Sub-Dealer must receive prior written approval from the Dealer .



<PAGE>


                                    Exhibit B

                              List of Restrictions

The Sub-Dealer  acknowledges  and agrees that under the terms of this Agreement,
Sub-Dealer is restricted from selling or promoting the following:

     o    Rate Plans not officially offered by Company;

     o    Prepaid plans; and

     o    Types of Subscribers:

          Sales  to  Federal,  State or Local  Government  organizations  unless
          Sub-Dealer has been approved in writing by Dealer to sell Equipment or
          the Wireless Service to such Government organizations

     o    Types of Equipment N/A

     o    Prohibited Businesses N/A

Sales by Sub-Dealer in contravention of the above restrictions will constitute a
breach of this Agreement.







<PAGE>


                                    Exhibit C

                               Company Marks Rules

A.   Incorporated Dealer Agreement. These Company Marks Rules ("Rules") are part
     of this  Agreement  and the  Dealer  Agreement  that has been  executed  by
     Company and Dealer.  These Rules  apply to  Sub-Dealer's  use of  Company's
     trademarks  and  service  marks  ("Marks"),  as well as its slogans and the
     image of Company's  spokesperson,  Jamie Lee Curtis, in materials that have
     been pre-approved by Company.

     1.   Authorization to Use Marks.

     Sub-Dealer must obtain Company's prior written consent to use and reproduce
     the Marks as Company may  authorize in writing from time to time and solely
     in connection with the performance of  Sub-Dealer's  obligations  under the
     Agreement.

     2.   Registration Symbols

     When  using the Marks,  Sub-Dealer  must use the  proper  notice  symbol to
     reflect whether a Mark is registered or unregistered. There are three types
     of symbols:

          o    (R) indicates a trademark registered in the United States.
                      Example:  VOICESTREAM(R)
          o    TM indicates an unregistered  trademark,  i.e., a term used as an
               adjective to identify a Company product.
                      Example:  ISTREAMTM
          o    SM indicates an unregistered  service mark,  i.e., a term used as
               an adjective to identify a Company service.
                      Example:  FAMILYTIMESM

These  symbols  must be placed  on each of the Marks the first  time that a Mark
appears in a document,  the first time a Mark appears on a page  (including on a
Web page), and on all media.  Currently,  the appropriate notice for those Marks
that Sub-Dealer may be authorized to use is as follows:

          VOICESTREAM(R)
          AERIALSM
          DIGIPH(R)
          EASYSPEAKSM
          FAMILYTIMESM
          GET MORESM
          GET MORE FROM LIFE(R)
          INSTANT IMAGINATIONSM
          ISTREAMSM
          MINUTOS CUANDO QUIERASSM
          MYVOICESTREAM.COMSM
          OMNIPOINT(R)
          PING PONGSM
          POWERTEL(R)
          SACALE MAS A LA VIDASM
          TIEMPOFAMILIARSM
          WE'RE ON THATSM
          WHENEVER MINUTESSM
          WHENEVER, WHEREVER MINUTESSM
          WHATEVER. WHENEVER. VOICESTREAM. SM


<PAGE>



[GRAPHIC OMITTED]

Company will provide periodic updates to this list,  reflecting new registration
status of the Company's Marks. If Sub-Dealer has any questions about the current
registration  status of any of the Company's  Marks,  please direct inquiries to
Company's Intellectual Property Counsel at IPCOUNSEL@voicestream.com.

     3.   Use of Marks

     o    Always use a Mark as an adjective  modifying a noun. Do not use a Mark
          as a noun.
               Correct:  "VOICESTREAM(R)wireless services."
               Incorrect:  "VOICESTREAM(R)provides an excellent solution."
     o    Use Marks (other than logos) in block letters only.
               Correct:  "FAMILYTIMESM"
               Incorrect:  "FamilyTimeSM"
     o    Use Marks  exactly as used by Company,  without  varying the spelling,
          abbreviating,  adding or deleting hyphens,  breaking one word into two
          or more  words,  pluralizing,  or  making  possessive  through  use of
          apostrophes.
               Incorrect:  "VOICE STREAM(R)" (breaking one word into two words)
               Incorrect:  "VS(R)" (abbreviation)
               Incorrect:  "PING-PONGSM" (hyphenating)
               Incorrect:  "We sell WEBSTREAM(R)-related products" (hyphenating)
               Incorrect:  "EASYSPEAKSSM plans" (pluralizing)
               Incorrect:  "ISTREAM'sSM suite of Internet services" (possessive)
     o    Use logos  exactly  as used by  Company,  without  any  alteration  or
          modification to the design, words, colors and/or proportions.
     o    Keep Marks visually distinct from other text, images or materials.  In
          particular,  keep the VoiceStream logo as a stand-alone icon,  without
          other marks or logos  grouped with it. Only Company  Marks may be used
          in conjunction with the VoiceStream logo.
     o    Do not use  Marks  in  conjunction  with  the  marks or logos of other
          wireless service providers or other third parties.

     4.   Notices

Sub-Dealers  must include one of the  following  legends as a footnote or footer
that  conspicuously  appears  in the same  document  or on the same  page as the
Marks:
     o    If all of the  Marks  used are  registered  with the U.S.  Patent  and
          Trademark Office:
                "[LIST OF MARK/S] is a/are registered trademark[s]
                and/or service mark[s] of VoiceStream Wireless
                Corporation, its subsidiaries and/or affiliates."
     o    If all of the Marks used are unregistered:
                "[LIST OF MARK/S] is a/are trademark[s] of
                VoiceStream Wireless Corporation, its subsidiaries
                and/or affiliates."


<PAGE>


     o    If the Marks used are both registered and unregistered:
                "[LIST OF MARK/S] are trademark[s] and registered
                trademarks and/or service marks of VoiceStream
                Wireless Corporation, its subsidiaries and/or
                affiliates."

     5.   Additional Rules
     o    Sub-Dealer may not use the Marks, or confusingly  similar  versions of
          the Marks,  as all or part of a company  name or trade  name,  whether
          registered or not.
     o    Sub-Dealer may not use the Marks, or confusingly  similar  versions of
          the Marks,  in a domain  name.  If  Sub-Dealer  uses the Marks in this
          manner,  Sub-Dealer  will be  required to  transfer  ownership  of the
          domain name to Company.
     o    Sub-Dealer  may not  register  or  apply to  register  the  Marks,  or
          confusingly similar versions of the Marks, in any fashion.
     o    Sub-Dealer may not use the Marks, or confusingly  similar  versions of
          the Marks, in a manner that implies Company's or Dealer's  sponsorship
          or endorsement.
     o    Sub-Dealer may not use the Marks, or confusingly  similar  versions of
          the  Marks,  in a  manner  that  is  inaccurate,  distasteful  or that
          disparages Company,  Dealer, or the Services,  the Equipment or Dealer
          Offerings.  Sub-Dealer may not use the Marks,  or confusingly  similar
          versions  of the  Marks,  in any manner  that  Company  and/or  Dealer
          determine,  in their sole discretion,  diminishes or damages Company's
          or Dealer's goodwill in the Marks.
     o    Upon  termination  of this  Agreement or the Dealer  Agreement for any
          reason,  Sub-Dealer must deliver to Company and Dealer all literature,
          materials, business cards, signs, labels, and other documents, and all
          registrations, upon which or in which their respective Marks appear.
     o    Company and Dealer reserve the right to review any use of the Marks at
          any time. Sub-Dealer must provide Company and Dealer with specimens of
          Mark usage prior to use,  and a reasonable  opportunity  to review and
          approve Sub-Dealer's use of the Marks prior to their use.
     o    Certain Company and Dealer products and/or services  include  products
          and/or  technology of third parties.  Sub-Dealer may not use any marks
          of third parties without their express permission.
     o    Sub-Dealer may not use the image of Company's spokesperson,  Jamie Lee
          Curtis, in any manner without Company's prior written authorization.
     o    For  purposes of these  Marks  Rules,  the  following  former  trading
          symbols of Company and certain of its subsidiaries and affiliates will
          be treated as Marks:
                      VSTR
                      AERL
                      OMPT
                      PTEL

     Sub-Dealer  may  not  use  any of  these  trading  symbols  in  any  manner
whatsoever.

B.   Reservation of Rights. Company and Dealer may begin using new Marks, modify
     and revise  their  Marks,  and  abandon use of its Marks at any time and in
     their sole discretion.

This Exhibit is subject to Section 1.2 of the Dealer Agreement


<PAGE>

                                    Exhibit D

                                      Area

This Exhibit D more  specifically  describes the Area in which Company  provides
Wireless  Service in the United  States  and in which  Sub-Dealer  may act as an
authorized Sub-Dealer for Company and Dealer in relation to both voice and data:


Albany/Syracuse
Albuquerque
Atlanta
Austin/San Antonio
Baltimore/Washington DC
Boise
Boston
Cheyenne
Chicago
Columbus
Dallas
Denver
Des Moines
Detroit
El Paso
Hartford
Hawaii
Houston
Indiana
Kansas City
Las Cruces/El Paso
Longview, TX
MD/ North VA
Miami
Milwaukee
Minneapolis
N.E. PA
NY/NJ/CT
Oklahoma City
Orlando
Philadelphia
Phoenix
Pittsburgh
Portland
Pueblo, CO
Salt Lake City
Seattle
Shreveport
South TX
Spokane
Springfield, MA
St. Louis
Tampa
Tucson
Tulsa
Tyler, TX
Upstate NY
Wichita
Alabama/Mississippi/Florida Panhandle
Atlanta
Georgia (Outside Atlanta Metro)
Jacksonville
Kentucky
New Orleans
Tennessee


<PAGE>


                           Sub-Dealer Supply Agreement


Research In Motion Corporation  ("RIM"), a corporation  organized under the laws
of Texas,  with principal  business offices located at 25227 Grogan's Mill Road,
Suite  125,  The  Woodlands,   Texas,   77380  U.S.A.  and  Retrieval   Dynamics
Corporation,  a corporation  organized under the laws of Florida,  with business
offices  located  at 1819  Main  Street,  Suite  702,  Sarasota,  Florida  34236
("Sub-Dealer") (where Sub-Dealer and RIM are each a "Party" and together are the
"Parties" to the Agreement) enact this Sub-Dealer Supply Agreement ("Agreement")
in  advance  of   establishing   more   particular   commercial   relations  and
transactions,  through  Schedules  or  purchase  orders  accepted  by  RIM  that
incorporate  this  Agreement.  References  herein to  "Agreement"  include  this
Sub-Dealer  Supply Agreement and any such Schedules or purchase orders,  and any
attachments,  exhibits  or  documents  referenced  in or by  such  Schedules  or
purchase orders and any amendments in writing  executed by the Parties to any of
the foregoing.


                                    RECITALS

A.   RIM and VoiceStream Wireless Corporation  ("VoiceStream") have entered into
     a National Premiere Dealer Agreement dated the 1st day of October, 2001, as
     it may be amended from time to time (the "Dealer Agreement");
B.   On or about the time of entering into this Agreement,  RIM,  Sub-Dealer and
     VoiceStream  have or will be  entering  into a  sub-dealer  agreement  (the
     "Sub-Dealer  Agreement")  pursuant to which Sub-Dealer is authorized to act
     as a sub-dealer of RIM to promote,  market,  and sell the Wireless  Service
     (as defined in the Sub-Dealer  Agreement) in conjunction with the Equipment
     (as defined in the Sub-Dealer Agreement) from time to time; and
C.   Sub-Dealer and RIM wish to enter into this Agreement in order to facilitate
     the purchase by Sub-Dealer of the Equipment and Software  (described in the
     Dealer  Exhibit) for sale by Sub-Dealer in accordance with the terms of the
     Sub-Dealer Agreement and this Agreement.

THEREFORE,  IN  CONSIDERATION  OF THE MUTUAL  COVENANTS set forth herein and for
other good and valuable  consideration now delivered by each Party to the other,
the receipt and sufficiency of which is hereby  acknowledged,  THE PARTIES AGREE
AS FOLLOWS:

1.   DEFINITIONS
1.1  "Airtime  Service"  means  airtime  service  provided  with the  Product by
     VoiceStream.
1.2  "Area"  means the Area  described  in the  Sub-Dealer  Agreement  as may be
     amended by RIM from time to time.
1.3  "BES Software  License" means RIM's  standard  software  license  agreement
     provided to End Users of the  BlackBerry  Enterprise  Server  Software that
     grants certain rights to the End Users which is included in "click-wrap" or
     other form with each copy of such Software,  as may be amended from time to
     time.


<PAGE>


1.4  "BlackBerry  End  User/Software  License  Agreement"  means the  electronic
     agreement  to be  distributed  with  each copy of the  Handheld,  as may be
     amended from time to time.
1.5  "Business  Days" means any weekday other than a day designated as a federal
     holiday in the Area. Any reference herein to a number of days that does not
     reference "Business Days" is a reference to a number of calendar days.
1.6  "Competitive  Corporate  E-mail Service"  means,  with respect to an e-mail
     account assigned to an End User in a corporate  enterprise e-mail system, a
     service that (a)  automatically  redirects e-mail addressed to such account
     to a  designated  Handheld  and (b) enables  receipt and delivery of e-mail
     from  and  to  such  account   through  the   Handheld.   For  purposes  of
     clarification,  "Competitive  Corporate  E-mail  Service"  does not include
     access  to  e-mail  or  e-mail  functionality  (i) by  means  of a  browser
     installed  on a Handheld or (ii)  through  e-mail  forwarding  capabilities
     generally  available in  non-wireless  e-mail  applications,  such as Lotus
     Notes or Microsoft Outlook.
1.7  "Confidential  Information"  means all trade secrets and other materials or
     information that is not generally known to the public, is in the possession
     or control of one of the Parties and is either  specifically  identified as
     confidential  information  prior to or at the time of it being disclosed or
     otherwise  made  available  to the  other  Party,  or  would  generally  be
     considered  confidential  in the industry in which the Parties do business;
     provided  however,  a Party's  Confidential  Information  includes  without
     limitation:  (a) any test results relating to its own software or products;
     (b) its own software's source code; (c) technical specifications related to
     its  software  or  product;  (d)  its  own  technical,   financial,  legal,
     corporate,  marketing, business opportunity,  product, personnel, supplier,
     and any other information,  in whatever form or medium whether or not it is
     registered or otherwise publicly protected.
1.8  "Documentation"  means  all  manuals  and  documentation  relating  to  the
     Software  and/or Products and/or  Services,  including any  specifications,
     training documentation,  and any other documentation that RIM owns or has a
     right to distribute to Sub-Dealer in furtherance of this Agreement.
1.9  "Effective Date" means October 1, 2001.
1.10 "End User" means a user of any Products  who obtains the  Products  through
     the  Sub-Dealer  and who uses such Products in the regular  course of their
     business,  or  for  personal  use,  and  not  with a  view  toward  further
     distribution.
1.11 "End User Ready Form"  means that the Product is ready for  shipment to End
     Users with the necessary RIM documentation and standard accessories.
1.12 "Equipment"  means the Equipment  described in the Sub-Dealer  Agreement as
     may be amended by RIM from time to time.
1.13 "FCA"  means  Free  Carrier  as  defined  in the  International  Chamber of
     Commerce Terms (IncoTerms) 2000.
1.14 "Handheld"  means the 5810 handheld  devices that are authorized by RIM and
     VoiceStream to operate on the Wireless Service from time to time.
1.15 "Initial Order" has the meaning ascribed to it in Section 3.2.
1.16 "Initial Term" has the meaning ascribed to it in Section 2.


<PAGE>


1.17 "Warranty  Requirements"  means those inventory  requirements as set out in
     Schedule C
1.18 "Lead Time" means the period between the Order Acknowledgement Date and the
     Shipment Date.
1.19 "Lot Size"  means a minimum  lot size  quantity  as  provided in the Dealer
     Exhibit.
1.20 "Marks" means, as to a Party, the trademarks, trade names, service marks or
     logos of such Party.
1.21 "Minimum Order Quantity" means the minimum  quantity of Products  specified
     in the Dealer Exhibit,  that RIM will ship to Sub-Dealer on any given Order
     and is a multiple of Lot Size.
1.22 "Order Acknowledgement" has the meaning ascribed to it in Schedule E.
1.23 "Order" or "Orders"  shall mean the Purchase  Order used by  Sub-Dealer  to
     order Product including without limitation the Initial order and Additional
     Order(s).
1.24 "Product"  means the  Handhelds,  associated  accessories  and  Software as
     specified  on and  subject to the  pricing in the Dealer  Exhibit.  Product
     specifically excludes Airtime Services and product prototypes.
1.25 "Purchase Order" means a purchase order that Sub-Dealer  issues to RIM that
     is valid only to the extent it is made  pursuant to and  conforms  with the
     provisions  of this  Agreement  without  material  change or addition.  Any
     Purchase Order must be in U.S.  dollars and reference this  Agreement.  Any
     preprinted terms and conditions  contained on any Purchase Order are hereby
     rejected without further written notice.
1.26 "Renewal  Term" has the  meaning  given to such  term in  Section 2 of this
     Agreement.
1.27 "RIM" has the meaning ascribed to it in the introductory paragraph.
1.28 "Schedule"  means a legal  instrument  attached to and forming part of this
     Agreement,  and which may be  changed by RIM in its sole  discretion,  with
     twenty (20) days prior written notice.
1.29 "Services"  means those services that RIM may provide to Buyer as described
     in Schedule B.
1.30 "Shipment Date" means the date that Products are ready for shipment.
1.31 "Software" means the software  identified in the Dealer Exhibit,  including
     all client access  licenses,  and any RIM software  loaded onto or embedded
     into the Handhelds,  howsoever  provided to  Sub-Dealer,  together with all
     manuals  and  documentation  related  to the  Software,  and any bug fixes,
     updates or upgrades thereto provided by RIM (a) to Sub-Dealer, or to an End
     User, as RIM, in its discretion  generally makes such bug fixes, updates or
     upgrades  available  to  its  licensees  or (b) to an  End  User  that  has
     purchased the RIM BlackBerry  Software Upgrade Program (as described in the
     Dealer Exhibit), in accordance with the terms and conditions thereof.
1.32 "Sub-Dealer" has the meaning ascribed to it in the introductory paragraph.
1.33 "Sub-Dealer  Agreement" has the meaning  ascribed to it in the introductory
     paragraph.
1.34 "Term" means the Initial Term and Renewal Terms, if any.
1.35 "Third  Party   Applications"  means  any  software  product  developed  by
     Sub-Dealer or a third party for installation and use on a Handheld.

<PAGE>



1.36 "Twelve-Month Forecast" has the meaning ascribed to it in Schedule E.
1.37 "Valid Order" has the meaning ascribed to it in Schedule E.
1.38 "Warranty  Period" means the earlier of twelve (12) months from the date of
     Airtime Service activation or fifteen (15) months from the date of shipment
     of the Handhelds by RIM to the Sub-Dealer.

2.       TERM

This  Agreement  is  effective  for an  initial  term of one (1)  year  from the
Effective Date (the "Initial Term") hereof and shall renew automatically without
written  notice for  successive  one (1) year periods  (each a "Renewal  Term"),
unless  either  Party  provides  written  notice of its intent not to renew this
Agreement to the other Party  within  thirty (30) days of the end of the Initial
Term or prior to the end of any  renewal  term or the  Agreement  is  terminated
earlier pursuant to Section 7.

3.       PRODUCT ORDERING AND DELIVERY

3.1  Ordering  and  Delivery.  Each  Party  shall  comply  with its  obligations
     respecting forecasting, ordering and shipping set out in Schedule E.

3.2  Initial Order. Subject to the terms and conditions of this Agreement and in
     consideration  of the  rights  and  discounts  provided  pursuant  to  this
     Agreement,  Sub-Dealer  shall  Order from RIM a minimum  of five  Handhelds
     within  fifteen (15) days of the Effective  Date (the "Initial  Order") for
     sale within the Area. If  Sub-Dealer  fails to place  sufficient  Orders to
     fulfill its Initial Order commitment,  then RIM may, at it option, ship the
     remainder of the Initial Order that  Sub-Dealer has failed to take delivery
     of in accordance with this Section, and Sub-Dealer shall accept and pay for
     such deliver(ies) in accordance with this Agreement

3.3  Lead Time. Unless otherwise mutually agreed upon in writing,  the Lead Time
     for all  commercially  available  Products  and/or Services shall be thirty
     (30) days  provided that the Purchase  Order(s)  submitted by Sub-Dealer is
     reasonably  consistent  with  Sub-Dealer's  Twelve-Month  Forecast for such
     period of time provided in writing by Sub-Dealer to RIM. For Purchase Order
     quantities  of less  than  one  hundred  (100)  Handhelds,  RIM  will  make
     commercially  reasonable  efforts  to  reduce  the  Lead  Time to five  (5)
     Business Days.

3.4  Timely  Delivery of Handhelds by RIM.  Following the Order  Acknowledgement
     date,  RIM shall have ready for shipment the Handhelds  listed on the Valid
     Order on the anticipated shipment date listed on the Order Acknowledgement.
     In the event that RIM fails to meet its  obligations  to have the Handhelds
     ready for delivery on the anticipated  shipment date for reasons other than
     force majeure (as defined in Section 15.11) or a failure by RIM's suppliers


<PAGE>


     to provide the components in a timely  manner,  by greater than thirty (30)
     days, then  Sub-Dealer  shall be entitled to refuse to take delivery of the
     delayed  portion of the Order as its sole remedy,  provided that Sub-Dealer
     notifies RIM in writing of its refusal to take such  delivery in advance of
     shipment.

3.5  Early  Delivery of Product by RIM.  Products  which are delivered more than
     five (5)  Business  Days in advance of schedule  without  authorization  in
     writing from Sub-Dealer, may at Sub-Dealer's option: (i) be returned to RIM
     at RIM's sole risk and expense  (including freight charges and a reasonable
     charge for  Sub-Dealer  handling);  (ii) be  accepted  by  Sub-Dealer  with
     payment withheld by Sub-Dealer under the anticipated  delivery date for the
     particular  Products;  or (iii) be placed in storage at RIM's sole risk and
     expense, until the anticipated delivery date for the particular Products.

3.6  Allocation. In order to meet Sub-Dealer's delivery requirements,  RIM shall
     at all times use reasonable efforts to maintain  manufacturing capacity and
     component   supplies  to  satisfy   Sub-Dealer's   Orders  and   forecasted
     requirements.  In the event of Product shortage, Sub-Dealer agrees that RIM
     may allocate a percentage of capacity and/or component supply to Sub-Dealer
     commensurate with the volume ordered by Sub-Dealer as a percentage of RIM's
     total orders.

3.7  Delivery  Acceptance.  Sub-Dealer  agrees to inspect the Products  promptly
     upon  receipt  and  to  notify  RIM  immediately   upon  discovery  of  any
     nonconformity.  Failure of Sub-Dealer to notify RIM of any nonconformity of
     the Products  within five (5)  Business  Days of receipt  thereof  shall be
     deemed to  constitute  acceptance  thereof  but such  acceptance  shall not
     invalidate the terms of the warranty specified in Section 9.

4.   PRODUCT AND SERVICES PAYMENTS

4.1  Product  Payment.  Sub-Dealer  shall  pay RIM's  invoice  in full in United
     States  dollars  within  thirty (30) days of the invoice date. No discounts
     for early  payment are  authorized.  If in RIM's  reasonable  judgment  the
     Sub-Dealer's  financial  condition at any time does not justify  continuing
     production or delivery on the above payment terms,  RIM may require full or
     partial  payment in  advance.  In the event RIM is  required to bring legal
     action to enforce this Agreement,  Sub-Dealer  agrees to pay all reasonable
     legal fees and costs associated with such legal action.

4.2  Additional  Remedies for  Non-Payment.  Notwithstanding  any other remedies
     available  to RIM,  if  Sub-Dealer  fails to pay any amount  when it is due
     under  this  Agreement,  RIM may  refuse to accept  an Order  and/or  delay
     shipment under any outstanding Order or withhold Services until the account
     has been  settled.  If  Sub-Dealer  fails to pay any  amount due under this
     Agreement  within thirty (30) days of it becoming due and payable,  RIM may
     also charge  interest on the  outstanding  balance at the lesser of: 2% per
     month  compounded  monthly (26.8 % annually) and the maximum rate permitted
     by law.


<PAGE>


4.3  Taxes.  RIM shall pay all taxes,  levies,  duties and  assessments of every
     kind and nature due to and in  connection  with the  Products  and services
     when the incidence of such taxes,  levies,  duties and  assessments  is, by
     operation of law, on RIM. Such taxes, levies,  duties and assessments shall
     include,  but not be limited to, income taxes,  property taxes, and payroll
     taxes.  RIM hereby  indemnifies and holds harmless  Sub-Dealer from any and
     all  liability  on account of any and all such  taxes,  levies,  duties and
     assessments due to and in connection with the Products and services.

     RIM shall invoice  Sub-Dealer for any and all taxes,  levies,  duties,  and
     assessments  of every  kind and nature  due to and in  connection  with the
     Products and services when the incidence of such taxes, levies,  duties and
     assessments,  is by operation of law, on Sub-Dealer or notwithstanding  the
     foregoing paragraph,  when the incidence of such taxes, levies,  duties and
     assessments  is, by  operation  of law,  on RIM but as a matter of industry
     practice invoiced to the purchaser with the  acknowledgement  or consent of
     tax or regulatory  authorities.  Such taxes, levies, duties and assessments
     shall include, but not be limited to, sales taxes, gross receipts taxes and
     regulatory assessments. However, such taxes, levies, duties and assessments
     shall not include any taxes,  fees or charges based upon income, or include
     property taxes,  or taxes incurred in lieu of property  taxes.  Such taxes,
     levies, duties and assessments will not be invoiced to Sub-Dealer if RIM is
     provided with appropriate documentation exempting the Products and services
     or transactions from such taxes, levies, duties and assessments.

     If  Sub-Dealer  is required to withhold any taxes from  payments owed under
     this Agreement,  then the amount of the payment due will  automatically  be
     increased  to  totally  offset any such tax,  so that the  amount  actually
     remitted to RIM, net of all withholding  taxes,  equals the amount invoiced
     or otherwise due.  Sub-Dealer  shall promptly furnish RIM with all official
     receipts  evidencing  payment  of taxes  due under or in  relation  to this
     Agreement to the appropriate taxing authority.

4.4  Airtime  Service  Activation and Fees Payment.  Sub-Dealer  shall be solely
     responsible  for the  activation  of  Airtime  Services  for End  Users  in
     accordance with Schedule F.

4.5  Tier I Support and Tier II Support. Sub-Dealer agrees to provide support as
     specified  in  Schedule D and agrees that in the event that RIM is required
     to provide Tier I Support and/or Tier II Support (as defined in Schedule B)
     to any  Sub-Dealer's  End  User  then  RIM  shall be  entitled  to  invoice
     Sub-Dealer in accordance with the prices specified in the Dealer Exhibit.

4.6  If Sub-Dealer is not a publicly  traded company,  Sub-Dealer  shall furnish
     RIM with a complete  financial  report within thirty (30) days of the close
     of the Sub-Dealer's fiscal year as well as audited financial  statements as
     soon as they are available, at the address for notice specified herein.


<PAGE>


5.   SERVICES

5.1  Training.  Within  thirty  (30)  days  from the date of  execution  of this
     Agreement, Sub-Dealer shall complete training for Sub-Dealer's personnel in
     accordance with the terms of Schedule B.

5.2  Exclusion of Additional Services. Except as expressly specified herein, RIM
     shall not be obligated to provide any services directly to End Users.

6.   SCOPE

This  Agreement  shall  apply to all Orders  unless  such  Orders are  expressly
modified  by RIM  and the  Sub-Dealer  in a  written  agreement  signed  by duly
authorized  representatives  of RIM  and  the  Sub-Dealer  and  making  specific
reference to this clause.  IN THE EVENT  SUB-DEALER'S  PURCHASE  ORDER (OR OTHER
COMMUNICATIONS  OF ANY KIND) CONTAIN ANY  ADDITIONAL  TERMS OR  CONDITIONS  THAT
CONFLICT WITH ANY TERMS AND CONDITIONS  CONTAINED  HEREIN,  THIS AGREEMENT SHALL
GOVERN AND  ACCEPTANCE  OF  SUB-DEALER'S  ORDER IS  EXPRESSLY  CONDITIONED  UPON
SUB-DEALER'S ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN. In the absence of an
express  acceptance  of these terms,  Sub-Dealer  shall be deemed to have agreed
hereto by  acceptance of the  Products,  or payment for the Products  and/or any
licensing or distribution of the Software, royalty or any other applicable fees.
RIM's  written  acknowledgement  of any  Sub-Dealer  Purchase  Order will not in
itself be deemed  written  acceptance  of any modified or  additional  terms and
conditions not expressly included within this Agreement. RIM's failure to object
to provisions contained in any communication from Sub-Dealer shall not be deemed
a waiver of the provisions herein. No modification of these terms and conditions
is authorized and no modification shall be binding on RIM, unless in writing and
signed by an authorized  officer of RIM. No contract for the sale of goods shall
exist between RIM and  Sub-Dealer  until  Sub-Dealer's  purchase  order or other
offer shall have been approved and accepted by RIM in Waterloo, Ontario, Canada.

The  Sub-Dealer  agrees that it is a term and condition of this  Agreement  that
Sub-Dealer  will comply with the  requirements  of the Sub-Dealer  Agreement and
that a breach of the Sub-Dealer  Agreement shall be considered to be a breach of
this Agreement.

7.   TERMINATION

7.1  Termination for Default/Term of Sub-Dealer Agreement. This Agreement may be
     terminated  without further notice: (a) by either Party on thirty (30) days
     prior written notice to the other Party for failure to perform any material
     obligation  hereunder  without cure to the reasonable  satisfaction  of the
     non-breaching Party within such thirty (30) day period; (b) within five (5)
     Business  Days of notice by RIM to Sub-Dealer  of  Sub-Dealer's  failure to
     make any  payment to RIM when due;  (c) by either  Party  immediately  upon
     notice to the other Party of its breach of Section 8 of this Agreement or a
     violation by the Sub-Dealer or any person acting on behalf of Sub-Dealer or


<PAGE>


     in concert with the Sub-Dealer,  of RIM's intellectual property rights; (d)
     by RIM concurrently with the termination of the Sub-Dealer Agreement.  Upon
     termination  pursuant to this Section,  independent  of any other remedy at
     law or in equity,  Sub-Dealer  will  immediately  cease the exercise of any
     rights  hereunder  and RIM may, at its  discretion,  take other  reasonable
     measures to protect the availability of services for Sub-Dealer's End Users
     and in such case, Sub-Dealer shall fully co-operate with RIM.

7.2  Termination  for  Insolvency.  A Party may terminate  this  Agreement  upon
     written  notice to the other Party if the other Party:  (a) makes a general
     assignment  for the  benefit of  creditors  as a result of which such Party
     will cease to do  business  in the  ordinary  course;  (b)  applies  for or
     consents  to the  appointment  of a  receiver,  trustee or  liquidator  for
     substantially  all of its assets or such a receiver,  trustee or liquidator
     is appointed,  and such  appointment is not revoked within sixty (60) days;
     (c) has filed against it an involuntary petition of bankruptcy that has not
     been  dismissed  within sixty (60) days  thereof;  or (d) files a voluntary
     petition  of  bankruptcy,  or  seeks to take  advantage  of any  other  law
     relating  to relief of  debtors  under  which  such  Party will cease to do
     business  in  the  ordinary  course,  or has  wound  up or  liquidated  its
     business.

7.3  Termination  for  Convenience.  Following  delivery of the  Initial  Order,
     either Party may terminate this Agreement for convenience  with thirty (30)
     days prior written notice provided that:

     (a) RIM shall not be obligated to accept new Orders for Products  following
     receipt of such termination notice;
     (b) Sub-Dealer shall take delivery of any Orders placed by Sub-Dealer prior
     to the notice of termination; and
     (c) The provisions of Section 7.4 of this Agreement shall apply.

7.4  Effect of Termination. Upon expiration or termination of this Agreement the
     rights  granted  to the  Sub-Dealer  pursuant  to  this  Agreement  and the
     Sub-Dealer  Agreement shall cease,  and Sub-Dealer  shall return to RIM any
     and all marketing materials supplied to the Sub-Dealer by RIM in support of
     this Agreement and, if applicable, Sub-Dealer shall certify in writing that
     all archival or backup copies of the  applicable  Software in  Sub-Dealer's
     possession have been deleted from any computer system and destroyed  unless
     the Sub-Dealer is an End User of the Software,  and in such case, the terms
     of the applicable  Software Licenses shall apply in relation to any further
     use of such Software

     Upon  termination  of this Agreement for any reason,  the Sub-Dealer  shall
     immediately pay to RIM any  outstanding  fees due to RIM and any subsequent
     fees  due  for  Services  and/or  Products  scheduled  to  be  provided  or


<PAGE>



     delivered,  as  applicable,  as such become due, upon receipt of an invoice
     from RIM.  Except as expressly  provided  herein,  the  termination of this
     Agreement  shall not limit  either Party from  pursuing any other  remedies
     available to it, including  injunctive  relief,  nor shall such termination
     relieve  the  Sub-Dealer's  obligation  to pay any amounts due to RIM under
     this Agreement  including,  without limitation,  fees for Tier I Support or
     Tier II Support required to be provided by RIM.

     Any  termination of this Agreement for cause shall be without  prejudice to
     any other  rights or  remedies  either  Party may be entitled to under this
     Agreement,  or at  law  (subject  to any  restrictions  contained  in  this
     Agreement).  Without  limiting the foregoing,  Sub-Dealer  acknowledges and
     agrees that a breach or threatened breach of the Non-disclosure  Agreement,
     or of any license granted for the Products supplied hereunder,  would cause
     RIM  irreparable  harm, and that RIM shall be entitled to immediately  seek
     relief by way of a temporary or permanent injunction in the event of such a
     breach.

8.   CONFIDENTIALITY

In addition to complying with their obligations of confidentiality  contained in
any non-disclosure  agreement  executed between the Parties ("NDA"),  each Party
will use  precautions  to prevent  unauthorized  disclosure  or use of the other
Party's Confidential  Information.  Such precautions will be consistent with the
precautions the receiving Party uses to protect its own information of a similar
nature,  but in no event  less than  commercially  reasonable  precautions.  The
foregoing  obligations  do not apply to materials and  information to the extent
that:  (a) they are in the public domain  through no wrongful act or omission of
the receiving Party; (b) they are independently developed by the receiving Party
without use of, or  reference  to, or access to the other  Party's  Confidential
Information;  or (c) to the extent disclosure  thereof is required at law and in
the event the  disclosure is required by operation of law, the  receiving  Party
shall give notice to the disclosing Party adequate to permit legal  intervention
by the disclosing Party and the receiving Party shall  reasonably  co-operate in
such legal  intervention.  In the event of any conflict between the terms of any
NDA and the terms of this Section, the terms of such NDA shall prevail.

9.   WARRANTIES

9.1  Product  Warranty.  Under this  Section 9, the  definition  of "Product" is
     specifically limited to Handhelds and specifically excludes any Software or
     Airtime Services.  Notwithstanding  any other  inconsistent  warranty,  RIM
     warrants  that,   provided  that  Sub-Dealer  complies  with  the  Warranty
     Requirements,  RIM will  honor  the  Limited  Warranty  attached  hereto as
     Schedule C for the Warranty Period.  If the Sub-Dealer does not comply with
     the Warranty  Requirements or the Warranty  Period has expired,  Sub-Dealer
     acknowledges  and agrees that if an End User makes a valid  warranty  claim
     with respect to a Handheld,  then as between Sub-Dealer and RIM, Sub-Dealer


<PAGE>


     shall be responsible  for the costs incurred by RIM in connection  with the
     repair or replacement of the damaged Handheld (as specified below), even if
     the Limited  Warranty  extends  for period of twelve (12) months  after the
     purchase of the Handheld by the End User.

     Should  Sub-Dealer  return any Order or portion thereof during the Warranty
     Period and such  Products  which are returned are  determined to be in good
     working order with no discernable  faults, RIM may, at its option charge to
     Sub-Dealer, and Sub-Dealer shall pay to RIM, RIM's standard inspection fee.
     Any repair  Service  requested by Sub-Dealer and performed by RIM following
     expiration  of any Warranty  Period or where such repair is not included as
     part of RIM's standard warranty  obligations as specified herein,  shall be
     charged at RIM's then current fees for time and material.

9.2  Year  2000  Warranty.  The  Handhelds  will  comply  with the  date-related
     warranty in Schedule D.

9.3  Exclusion.  EXCEPT AS  EXPRESSLY  PROVIDED IN THIS SECTION 9 AND SUBJECT TO
     APPLICABLE  LAW,  RIM  EXPRESSLY  DISCLAIMS  ANY OTHER  EXPRESS  OR IMPLIED
     CONDITIONS OR  WARRANTIES,  INCLUDING  IMPLIED  CONDITIONS OR WARRANTIES OF
     MERCHANTABILITY  OR  SATISFACTORY  QUALITY,   DURABILITY,   FITNESS  FOR  A
     PARTICULAR  PURPOSE,  NON-INFRINGEMENT,  OR THAT THE RIM SOFTWARE WILL WORK
     UNINTERRUPTED OR ERROR-FREE.  IN ADDITION,  WITHOUT LIMITING THE GENERALITY
     OF THE FOREGOING,  RIM SPECIFICALLY  DISCLAIMS:  (A) THE SUITABILITY OF THE
     PRODUCTS  FOR  USE  IN   MISSION-CRITICAL   APPLICATIONS  OR  IN  HAZARDOUS
     ENVIRONMENTS  REQUIRING  FAIL-SAFE  CONTROLS,  INCLUDING WITHOUT LIMITATION
     OPERATION  OF NUCLEAR  FACILITIES,  AIRCRAFT  NAVIGATION  OR  COMMUNICATION
     SYSTEMS,  AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS; (B) ANY
     WARRANTY  FOR  PHYSICAL  DAMAGE TO THE  SURFACE  OF THE  PRODUCT  OR TO THE
     SURFACE OF ANY PRODUCT DISPLAY; AND (C) ANY WARRANTIES FOR SOFTWARE (EXCEPT
     AS EXPRESSLY PROVIDED FOR IN THE APPLICABLE SOFTWARE LICENSE); (D) AIRTIME;
     AND (E) ANY  OBLIGATION  WITH  RESPECT  TO ANY DATA  STORED IN THE  PRODUCT
     INCLUDING WITHOUT  LIMITATION,  WHEN SUCH PRODUCT IS RETURNED FOR REPAIR OR
     REPLACEMENT.

10.  RETURN MATERIAL AUTHORIZATION

To return  goods for  repair,  whether or not under  Warranty,  Sub-Dealer  must
contact  RIM or the  contact  specified  on  Schedule  A, and  request  a Return
Material Authorization ("RMA") form and number in accordance with and subject to
the terms and conditions of Schedule A, "Return and Repair Policy and Procedure"
Sub-Dealer  shall be responsible for complying with the Return and Repair Policy
and Procedure process in relation to all Products provided to End Users by or on
behalf of the Sub-Dealer.

11.  INDEMNIFICATION BY RIM

Subject to Section  13, RIM agrees to defend and  indemnify  Sub-Dealer  against
third party claims,  judgments,  direct  damages,  costs  (including  reasonable
lawyers fees and  disbursements),  and settlements  agreed to by RIM, where such


<PAGE>


third party claims that use of or  distribution  of the  Products in  accordance
with this Agreement either infringes or misappropriates:  (a) any patents, trade
marks or trade names that are enforceable in the Area; or (b) any copyright;  or
(c) trade secret rights or other  intellectual  property or  proprietary  rights
registered or enforceable in the Area; provided, however that in relation to any
of (a), (b), or (c): (i) RIM is promptly notified in writing of such claim; (ii)
RIM shall have sole  control of the defense  and/or  settlement  thereof;  (iii)
Sub-Dealer  furnishes to RIM on request all information  available to Sub-Dealer
for such defense;  (iv) Sub-Dealer will not admit any such claim and/or make any
payments with respect to such claim  without the prior  written  consent of RIM;
and (v)  Sub-Dealer  shall  cooperate  with RIM in the defense of such claims as
requested by RIM. In  addition,  at RIM's  option,  RIM may secure the right for
Sub-Dealer to continue to use the alleged  infringing  Product,  substitute  the
Product with substantially  equivalent  non-infringing Product and Documentation
or  terminate  Sub-Dealer's  rights  hereunder  and  refund  to  Sub-Dealer  the
associated  Software  license  or  hardware  Product  fees,   depreciated  on  a
straight-line basis over a two year period.  Notwithstanding the foregoing,  RIM
shall have no obligation to indemnify or defend  Sub-Dealer  against any claims,
judgments, damages, costs (including reasonable lawyers fees and disbursements),
and  settlements in relation to any matter for which  Sub-Dealer is obligated to
indemnify RIM under Section 12. THE FOREGOING INDEMNITY STATES SUB-DEALER'S SOLE
AND EXCLUSIVE REMEDY REGARDING CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS.

12.  INDEMNIFICATION BY SUB-DEALER

Sub-Dealer  agrees to  indemnify  RIM  against  third party  claims,  judgments,
damages,  costs,  (including  reasonable  lawyers  fees and  disbursements)  and
settlements  agreed to by Sub-Dealer in relation to: (a) any distribution of the
Products under this Agreement,  in a manner not expressly  permitted by RIM; (b)
any infringement  claim arising from or in connection with: (i) modifications to
the  Product  or  any  portion  thereof  where  such  modification  is  made  by
Sub-Dealer,  on behalf of  Sub-Dealer,  or  authorized by  Sub-Dealer;  (ii) any
materials  provided by  Sub-Dealer  or  Sub-Dealer's  agent to RIM regarding any
modification  to the  Product  where  such  claim  would  not arise but for such
materials; or (iii) an End User's combined use of the Product or portion thereof
with other software and/or hardware products or applications not supplied by RIM
(including,  without  limitation,  use of a Third Party  Application) where such
combined use is authorized in any way by Sub-Dealer,  provided,  however that in
relation to (a), (1)  Sub-Dealer is promptly  notified in writing of such claim,
(2)  Sub-Dealer  shall have the sole  control of the defense  and/or  settlement
thereof, (3) RIM furnishes to Sub-Dealer on request all information available to
RIM for such  defense,  (4) RIM will not admit any such  claim  and/or  make any
payments  with  respect  to such  claim  without  the prior  written  consent of
Sub-Dealer,  and (5) RIM shall  cooperate with Sub-Dealer in the defense of such
claims as requested by Sub-Dealer.  Notwithstanding  the  foregoing,  Sub-Dealer


<PAGE>


shall  have no  obligation  to  indemnify  or defend  RIM  against  any  claims,
judgments, damages, costs (including reasonable lawyers fees and disbursements),
and  settlements  in  relation  to any  matter  for  which RIM is  obligated  to
indemnify Sub-Dealer under Section 11.

13.  LIMITATION OF LIABILITY

IN NO EVENT SHALL RIM BE LIABLE TO SUB-DEALER FOR, AND SUB-DEALER  HEREBY WAIVES
ANY INDIRECT,  SPECIAL,  INCIDENTAL,  OR CONSEQUENTIAL  DAMAGES  (INCLUDING LOST
PROFITS)  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR IN  CONNECTION  WITH  THE
TRANSACTIONS  CONTEMPLATED BY THIS AGREEMENT,  WHETHER OR NOT SUCH DAMAGES COULD
REASONABLY  BE FORESEEN OR THEIR  LIKELIHOOD  DISCLOSED TO RIM. RIM SHALL NOT BE
LIABLE TO SUB-DEALER OR ANY THIRD PARTY  CLAIMING  THROUGH  SUB-DEALER,  FOR ANY
DAMAGES OF ANY KIND IN EXCESS OF THE GREATER OF: (A) ONE HUNDRED AND TWENTY FIVE
PERCENT (125%) OF THE PRICE OF THE INITIAL ORDER; AND (B) ONE HUNDRED AND TWENTY
FIVE PERCENT  (125%) OF THE AMOUNTS PAID BY  SUB-DEALER  UNDER THE TERMS OF THIS
AGREEMENT IN THE TWELVE MONTHS  IMMEDIATELY  PRECEEDING THE INCIDENT GIVING RISE
TO THE LIABILITY.  The foregoing limitation  precluding recovery of lost profits
shall not be construed so as to preclude RIM from  recovering its contract price
in any action or cause on or under this Agreement.

The  limitations,  exclusions and  disclaimers  set out herein shall apply:  (a)
whether  an  action,  claim or  demand  arises  from a  breach  of  warranty  or
condition, breach of contract, negligence, strict liability or any other kind of
civil or statutory  liability  connected with or arising out of this  Agreement;
(b) to RIM and its  affiliated  companies  as well as RIM's and such  affiliated
companies' director, officers, employees, and independent contractors.

Some  jurisdictions  do not allow  limitation  or exclusions of certain types of
damages. The limitations,  exclusions, and disclaimers set forth in this Section
shall  not  apply  only  if and to the  extent  that  the  laws  of a  competent
jurisdiction   requires   liabilities  beyond  and  despite  these  limitations,
exclusions, and disclaimers.

14.  INTELLECTUAL PROPERTY RIGHTS

14.1 License Grant. All worldwide  intellectual  property and proprietary rights
     in the Products,  including without limitation any copyright, trade secret,
     and vested or potential  trademark and patent  rights,  are the property of
     RIM  and/or its  suppliers.  Subject  to the terms and  conditions  of this
     Agreement RIM hereby grants to Sub-Dealer a non-exclusive, non-transferable
     right in the Area to: promote,  market,  and sell the Products and Services
     to End  Users in the Area and to allow  the End Users in the Area the right
     to obtain a license from RIM for the use of the Software, provided that the
     Sub-Dealer  complies with the terms of this  Agreement  and the  Sub-Dealer
     Agreement.

14.2 Appointment  of  Distributors.  Sub-Dealer  shall not appoint  distributors
     under this  Agreement and is only  authorized to sell to End User customers
     in accordance with this Agreement and the Sub-Dealer Agreement.


<PAGE>


14.3 Orders Outside of Area. Sub-Dealer shall not, promote, market,  distribute,
     sell or provide services for Products outside of the Area. Sub-Dealer shall
     promptly notify RIM of requests to supply the Products for  installation or
     use  outside of the Area,  and unless  otherwise  agreed in writing by RIM,
     Sub-Dealer  shall not make the  Products  available  to any person  that it
     knows,  or  reasonably  ought to know,  will  install  or use the  Products
     outside of the Area.

14.4 Provision of Warranties,  Disclaimers and End User Agreements to End Users.
     Except as  specifically  agreed in  writing by RIM,  Sub-Dealer  shall sell
     and/or  license  Products as packaged by RIM with all  packaging,  notices,
     disclaimers and license  agreements  intact as shipped from RIM. If the End
     User  indicates  it is not  willing  to  accept  RIM's  license  terms  and
     conditions after delivery but prior to installing the Software, and returns
     the Software,  all  accompanying  documentation  and packaging and proof of
     purchase to Sub-Dealer,  Sub-Dealer shall refund to the End User all monies
     paid to  Sub-Dealer  for the  Software  media (as well as, if the  Software
     being  returned is the desktop  Software or Handheld  software,  any monies
     paid for Handhelds  purchased in conjunction with the Software and returned
     at the same time), and RIM shall reimburse Sub-Dealer for such amounts paid
     by Sub-Dealer to RIM in connection with such returned Products.

14.5 Marketing  Restrictions.  In marketing  Products and  Services,  Sub-Dealer
     shall:
     (a)  not engage in deceptive,  misleading,  illegal, or unethical practices
          that may be  detrimental to RIM or to the Products or Services and any
          representations  Sub-Dealer  makes  about  RIM  and  its  Products  or
          Services shall be fair and accurate;
     (b)  not make any representations,  warranties,  or guarantees to End Users
          concerning  the Products and Services  that purport to obligate RIM or
          that are inconsistent with those made in this Agreement,  or otherwise
          by reference to RIM's website(s) or, as provided in writing by RIM;
     (c)  comply with all applicable federal, state, provincial,  and local laws
          and  regulations  in  marketing  the  Products  and  Services  and  in
          performing  its duties  with  respect to the  Products  and  Services,
          including,  without  limitation,  those applicable laws regarding tax,
          foreign exchange, the transfer of money,  anti-mafia or anti-terrorist
          laws  specific to the market,  data  protection  and privacy and shall
          promptly  notify RIM of any changes  thereto which would impact on the
          relationship of the Parties or the performance of this Agreement;
     (d)  not  represent  that any Product is  designed  or licensed  for use in
          circumstances  where the failure of the Product is likely to result in
          significant  risks to health or safety,  where fail-proof  delivery of
          time-specific  information  is  required,  or in  otherwise  hazardous
          environments   requiring   fail-safe   controls,   including   without
          limitation  operation of nuclear  facilities,  aircraft  navigation or
          communication  systems,  air  traffic  control,  and life  support  or
          weapons  systems;  (e) not sell or  represent  refurbished  Product as
          "new"  Product;  and (f) comply with the terms and  conditions  of the
          Sub-Dealer Agreement.


<PAGE>



14.6 Limitations on Use. The Sub-Dealer  shall not use or duplicate the Products
     or Services  (including  the  Documentation)  for any purpose other than as
     specified in this Agreement,  or make the Products or Services available to
     unauthorized third parties.  Unless otherwise  specified in this Agreement,
     Sub-Dealer  may  only  use  the  Products  and  Services  for  internal  or
     demonstration  purposes if  Sub-Dealer  purchases the Products and Services
     specifically  for internal or  demonstration  use.  Any  Products  used for
     demonstration purposes may not be resold as a "new" Product.  Resale of any
     demonstration  Products as a "new" Product by Sub-Dealer shall be deemed to
     be a  material  breach of this  Agreement.  Sub-Dealer  shall not modify or
     permit the  Products to be modified  without  RIM's prior  express  written
     consent to such modification.

14.7 Third Party  Applications.  RIM acknowledges and agrees that Sub-Dealer may
     promote, market and sell Third Party Applications, except for a Competitive
     Corporate E-Mail Service.  Except for Third Party Applications certified by
     RIM  through  its ISV  Alliance  Member  Program or  similar  RIM-sponsored
     software  development program ("Certified Third Party  Applications"),  RIM
     does  not   endorse   any  Third   Party   Applications.   RIM  assumes  no
     responsibility or liability for any Third Party Application  (including any
     Certified  Third  Party  Application),  and RIM will be  relieved  from its
     obligation to repair or replace a damaged Handheld pursuant to Section 9 to
     the extent that a Third Party  Application  causes or  contributes  to such
     damage.  Sub-Dealer  will not  represent any Third Party  Application  as a
     Third Party  Application  that is  supported or endorsed by RIM unless such
     Third Party  Application  is a Certified  Third Party  Application.  In the
     event RIM has a good faith belief that a Third Party  Application is having
     a detrimental effect on the Products, RIM's services or RIM's goodwill, RIM
     will  provide  Sub-Dealer  with  written  notice  and  explanation  of such
     detrimental  effect and its proposed  resolution  thereto,  and the Parties
     will  promptly  coordinate  a  meeting  to  discuss  a  mutually  agreeable
     resolution.  For greater clarity, nothing in this Section will preclude RIM
     from  exercising any rights it may have at law or in equity with respect to
     the continued use of any Third Party  Application in  conjunction  with the
     Products.

     Upon  reasonable  written  request,  RIM will  provide  End Users  with the
     information  they require to operate the Products in conjunction with other
     software or hardware  necessary  to operate  the RIM  Products.  Sub-Dealer
     agrees to advise  its End Users of the  availability  of such  information.
     Sub-Dealer  must not  itself  or  authorize  any  other  party  to  modify,
     reproduce,  reverse  engineer,  reverse  compile,  disassemble,  translate,
     de-compile, deconstruct or decrypt the whole or any part of the Products or
     attempt to do so, or use the Products or any information  contained therein
     or otherwise  provided by RIM, for the  purposes of  developing,  or having
     developed  any Products  competitive  with any of the  Products,  and shall
     prohibit its End Users from doing so.  Should it become known to Sub-Dealer
     that  an End  User  has  attempted  to  reverse  engineer,  disassemble  or
     decompile the Products,  Sub-Dealer shall immediately notify RIM and direct
     such End User to contact RIM directly.


<PAGE>


14.8 Copyrights.  All  copyrights in the  BlackBerry  software  components,  the
     User's   Guide  and  all   associated   BlackBerry   Product   and  Service
     Documentation and associated  marketing  literature are owned by RIM and/or
     its suppliers and Sub-Dealer  shall not modify the copyright  notices on or
     associated with the Products and Services.

14.9 RIM  Trademark  Licenses.  Sub-Dealer  shall  comply  with  the  Sub-Dealer
     Agreement in the use of RIM Trademarks.

14.10Sub-Dealer Trademark Licenses.  During the Term, Sub-Dealer grants to RIM a
     nonexclusive,  worldwide license to use, reproduce,  distribute and display
     publicly the Sub-Dealer Marks on or in connection with the Products and any
     packaging, labeling,  promotional,  advertising or other materials relating
     to the Products, in accordance with the Sub-Dealer Branding Guidelines,  as
     modified  from  time  to time  by  Sub-Dealer  and  provided  to  RIM.  RIM
     acknowledges  that its use of the  Sub-Dealer  Marks is  limited to the use
     licensed  in this  Agreement  and that RIM has not  acquired,  and will not
     acquire,  any ownership rights therein. RIM agrees that it will not use any
     Sub-Dealer  Marks in a manner  likely to cause  confusion  with,  dilute or
     damage the goodwill,  reputation or image of the Sub-Dealer or Sub-Dealer's
     products  or  services.  RIM  agrees not to use any  Sub-Dealer  Marks as a
     feature or design  element of another  logo or  trademark.  Upon request by
     Sub-Dealer,  RIM shall supply  Sub-Dealer  with specimens of its use of any
     Sub-Dealer  Marks.  The use of any Sub-Dealer Mark by RIM does not transfer
     to RIM any further right, title, or interest in or to the Mark and all such
     use and associated  goodwill inure to the benefit of Sub-Dealer.  RIM shall
     not register or attempt to register any Mark of  Sub-Dealer or those of its
     suppliers. Sub-Dealer reserves the right to inspect RIM's use or display of
     Sub-Dealer's  Marks from time to time to ensure that such use or display is
     in accordance with the terms of this Agreement.

14.11Reservation  of Rights.  Each Party (as the receiving  Party)  acknowledges
     that,  subject  to the  rights  granted  herein,  the  other  Party (as the
     granting Party) retains all right, title and interest,  including,  without
     limitation,  intellectual  property  rights,  in  and to  its  products  or
     services.  The  receiving  Party  will  include in any of its  products  or
     services  that  incorporate  or consist of the  products or services of the
     granting Party applicable copyright, trademark and other proprietary rights
     notices.  The  receiving  Party  will have only  those  rights in or to the
     products  or  services  of the  granting  Party  that  are  granted  to the
     receiving Party pursuant to this Agreement.

14.12Use of Marks.  Should  either  Party (as the  non-complying  Party) fail to
     comply with the  provisions  of Sections 14.8 to 14.11 or with the Branding
     Guidelines of the other Party (as the  complying  Party) as may be modified
     from time to time, the complying Party shall notify the non-complying Party
     of such  non-compliance.  Upon  receipt  of notice of  non-compliance,  the
     non-complying  Party shall  immediately and  continuously  act to cure such


<PAGE>


     non-compliance,  such cure to be effected within a commercially  reasonable
     timeframe. Should the non-complying Party fail to cure such non-compliance,
     the complying  Party may exercise its remedies in  accordance  with Section
     7.1 of this  Agreement.  This remedy does not preclude the complying  Party
     from any other remedy which it may have in law or in equity, including, but
     not  limited to  injunctive  relief or a claim for  damages  subject to any
     limitations specified in this Agreement.  In addition to the foregoing,  in
     the event that Sub-Dealer does not comply with the then-current  version of
     RIM's   Branding   Guidelines,   RIM  reserves  the  right  to  immediately
     discontinue  shipment of Products to Sub-Dealer  under this Agreement until
     such time as Sub-Dealer cures the non-compliant activity.

14.13Software.   Except  as  expressly  permitted  by  RIM  in  this  Agreement,
     Sub-Dealer  will not (i)  sell,  rent,  sublicense,  distribute,  assign or
     otherwise  transfer  any  rights  hereunder  without  RIM's  prior  written
     consent; (ii) disclose results of any benchmark or similar tests of any RIM
     Product to any third party without RIM's express prior written consent;  or
     (iii)  modify,  translate  or  otherwise  create  derivative  works  of the
     Product;  or (iv) delete or otherwise  destroy the Software  without  RIM's
     prior written consent. Any distribution of RIM's Software by the Sub-Dealer
     requires the End User to accept the terms of RIM's End User  Documentation.
     Sub-Dealer  will  promptly  notify  RIM of any  violation  of any End  User
     Documentation of which it becomes aware.

15.  MISCELLANEOUS PROVISIONS

15.1 No Assignment. Sub-Dealer may not assign this Agreement without RIM's prior
     written  consent,  which consent may be withheld at RIM's sole  discretion.
     RIM may  assign  this  Agreement  without  consent  to any  purchaser  of a
     majority of RIM's  outstanding  shares or to any purchaser of substantially
     all of the assets of RIM that relate to this transaction,  or may assign it
     to a wholly owned subsidiary or to an affiliate.

15.2 License  Non-Transferable.  Whether RIM exercises its rights of termination
     under this  Agreement or not, it is a  fundamental  term of this  Agreement
     that  any  licenses   granted  to  Sub-Dealer   under  this  Agreement  are
     non-transferable and shall remain non-transferable. Any attempt to transfer
     or assign the  rights  granted  hereunder  whether  by  Sub-Dealer  or by a
     receiver, court or other third party shall be null, void and unenforceable.

15.3 Subcontractors. RIM may subcontract any of its obligations pursuant to this
     Agreement to qualified and reputable subcontractors, provided that RIM will
     remain liable for its obligations under this Agreement.

15.4 Notices.  Any notice,  request,  demand or other communication  required or
     permitted  hereunder  will be in writing  and will be deemed to be properly
     given upon the earlier of: (a) actual receipt by the addressee; or (b) five
     (5) Business Days after deposit in the mail,  postage prepaid,  when mailed


<PAGE>



     by registered or certified airmail,  return receipt  requested,  or two (2)
     Business  Days  after  being  sent  via  private  industry  courier  to the
     respective  Party at the  addresses  first set forth below or to such other
     person or  address  as the  Parties  may from time to time  designate  in a
     writing delivered pursuant to this Section 15.4.

If to RIM: Chief Executive Officer      With a copy to the Legal Department
           c/o 295 Phillip Street                  c/o 295 Phillip Street
           Waterloo, Ontario Canada                Waterloo, Ontario Canada
           N2L 3W8                                 N2L 3W8
           Phone:  (519) 888-7465                  Phone:  (519) 888-7465
           Fax:    (519) 888-7835                  Fax:    (519) 888-1975

         If to Sub-Dealer: at the address set out on page 1 of this Agreement

15.5 Governance.  This  Agreement  shall be governed by and construed  under the
     laws of the State of New York.  Each Party  hereto  irrevocably  waives any
     objection  on the grounds of venue,  forum  non-convenience  or any similar
     grounds  and  irrevocably  consents to service of process by mail or in any
     other manner  permitted by applicable law and consents to the  jurisdiction
     of the courts located in the State of New York. The Parties  further hereby
     waive any right to a trial by jury with  respect to any lawsuit or judicial
     proceeding   arising  or  relating  to  this   Agreement.   In  construing,
     interpreting  and enforcing this Agreement,  choice of law principles shall
     not apply. The United Nations Convention on Contracts for the International
     Sale of Goods is  inapplicable,  and the  Parties  expressly  disclaim  its
     applicability. The prevailing Party in any action hereupon will be entitled
     to recover,  in  addition to any other  award,  reasonable  related  costs,
     expenses, and legal costs and fees. Sub-Dealer acknowledges and agrees that
     any Software  under this  Agreement  was developed at private  expense.  If
     acquired  under an agreement  with the U.S.  Government  or any  contractor
     thereto,  it is acquired as "commercial  computer  software" subject to the
     provisions  hereof,  as  specified  in 48 CFR  12.212  of the  FAR  and its
     successors, or if acquired for Department of Defense units, as specified in
     48 CFR 227-7202 of the DoD FAR Supplement and its successors.

15.6 Language.  This Agreement will be interpreted  and performed in the English
     language.

15.7 Currency.  Unless  otherwise  specified,  all monetary  references  in this
     Agreement are in US currency.

15.8 Injunctive  Relief.  The  Parties  agree  that a  material  breach  of this
     Agreement may cause irreparable harm to either Party, for which a remedy at
     law may be  inadequate.  Accordingly,  in addition to any  remedies at law,
     subject to any express  limitations  under this Agreement  either Party may
     seek injunctive relief without posting any security.


<PAGE>



15.9 Independent Contractors. Nothing in this Agreement will be deemed to create
     a joint venture, partnership, or agency relationship between the Parties or
     empower  one  Party to assume or  create  any  obligation  on behalf of the
     other. Sub-Dealer and RIM each represent and warrant to the other that they
     have entered into no agreements,  which prevent them from entering into and
     performing this Agreement.  It is understood and agreed that Sub-Dealer and
     RIM are, and at all times  during the  effective  period of this  Agreement
     shall  remain,  independent  contractors.   This  Agreement  shall  not  be
     construed  as  creating  any  relationship  between  Sub-Dealer  and  RIM's
     employees.  RIM's  employees  shall  not be  entitled  as a result  of this
     Agreement  to any  benefits  under any  employee  benefit  plan  Sub-Dealer
     presently has in effect or may put into effect nor will RIM's  employees be
     considered   employees  of  Sub-Dealer  for  the  purpose  of  any  tax  or
     contribution levied by any federal,  state or local government.  At no time
     shall either Party represent to any third party that it is the agent of the
     other for any reason  whatsoever.  Sub-Dealer and RIM further covenant that
     no authorization  shall be given to any employee to act for the other Party
     to this  Agreement.  In no  event  shall  either  Party  at any  time  have
     authority to make any contracts or  commitments on behalf of or as an agent
     of the other Party.  Without  limiting the  foregoing,  RIM and  Sub-Dealer
     agree  that  they will not,  during  or after  the term  hereof,  represent
     themselves as acting for the other Party.

15.10Export  Control  Restrictions.  Sub-Dealer  shall  comply  with all  export
     regulations pertaining to the Products in effect from time to time. Without
     limiting the generality of the  foregoing,  Sub-Dealer  expressly  warrants
     that it shall not directly or indirectly  export,  re-export,  or transship
     the  Products in  violation of any export  laws,  rules or  regulations  of
     Canada, the United States or the United Kingdom.

15.11Force Majeure.  Neither Party is liable for failure or delay in performance
     hereunder  which is proximately  caused by strikes,  shortages,  failure of
     suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of
     God, war, governmental action, labor conditions, or other causes beyond its
     reasonable  control.  The failure to make any payment  required  under this
     Agreement shall never be excused under this force majeure provision.

15.12Credit.  As a courtesy  to  Sub-Dealer,  RIM may,  in its sole  discretion,
     extend credit to Sub-Dealer subject to receipt of financial  information as
     may be  requested  by RIM or as  required  by  this  Agreement.  Sub-Dealer
     acknowledges  and agrees that RIM has no  obligation  to provide  credit to
     Sub-Dealer, and the provision of credit shall in no way modify the terms of
     this Agreement.  If RIM, at its sole discretion decides to extend credit to
     Sub-Dealer,  Sub-Dealer  shall ensure that its credit limit is at least two
     times the  amount of money  Sub-Dealer  would  likely owe to RIM under this
     Agreement.  If in RIM's judgment  Sub-Dealer's  financial  condition at any
     time does not  justify  continuing  production  or  delivery on the payment


<PAGE>



     terms agreed to by RIM from  time-to-time,  RIM may require full or partial
     payments in advance.  If  Sub-Dealer's  credit  issues are not  resolved at
     least ten (10)  Business Days prior to any Shipment  Date,  notwithstanding
     anything to the contrary contained in this Agreement,  RIM may, in its sole
     discretion, reschedule or cancel any shipment without penalty to RIM.

15.13Records and Audit.  To permit RIM to confirm  Sub-Dealer's  compliance with
     this Agreement and applicable  intellectual property laws, Sub-Dealer shall
     keep accurate  records  reflecting its use and  distribution  of Product in
     accordance with standard business practices in the computer industry,  this
     Agreement  (including  without  limitations  compliance  with any inventory
     management requirements),  and generally accepted accounting principles. To
     assure such compliance,  auditors  reasonably  acceptable to Sub-Dealer may
     inspect,  at RIM's expense (except as otherwise  contemplated  below), such
     records  of  Sub-Dealer  from time to time on  behalf  of RIM,  but no more
     frequently  than once per year.  Any such audits shall be conducted  during
     regular  business  hours at  Sub-Dealer's  offices and shall not  interfere
     unreasonably with the Sub-Dealer's business activities. If an audit reveals
     that Sub-Dealer has underpaid fees to RIM, Sub-Dealer shall be invoiced for
     such  underpaid  fees  based on the  price  list in  effect at the time the
     underpaid fees were originally due, plus interest on such underpaid fees at
     the interest  rate  specified in Section 4.2  calculated  from the time the
     underpaid fees were  originally due until the time they are paid, with such
     payment due immediately upon receipt of invoice. If an audit reveals a five
     percent  (5%) or  greater  non-compliance  for any  particular  quarter  by
     Sub-Dealer,  then Sub-Dealer shall pay RIM's reasonable costs of conducting
     the audit.

15.14Insurance. At all times while this Agreement remains in effect,  Sub-Dealer
     shall maintain  insurance for its activities  under and in relation to this
     Agreement in an amount not less $5 million per occurrence for bodily injury
     and property damage. Upon request by RIM, Sub-Dealer shall furnish RIM with
     a copy of a certificate  confirming the requisite insurance is in place and
     naming RIM as an additional insured.

15.15Responsibility for Certifications,  Permits, Licenses, etc. RIM will inform
     Sub-Dealer of all standards the Products have been  certified as attaining.
     Sub-Dealer  shall  obtain,  at its own  expense,  all  additional  permits,
     certifications,  licenses and authorizations  necessary to market or resell
     the  Products in the Area and shall  provide  copies  thereof to RIM.  Upon
     request by Sub-Dealer, RIM shall provide Sub-Dealer with any information in
     RIM's possession or control which Sub-Dealer  reasonably requires to obtain
     these permits, licenses,  certifications or other authorizations,  provided
     that RIM may refuse to do so if it reasonably  determines  that the cost of
     doing so is  prohibitive  or would  require  the  disclosure  of its  trade
     secrets.

15.16Sub-Dealer Assistance.  Sub-Dealer shall provide to RIM any assistance that
     RIM reasonably  requires to fulfill its  obligations  under this Agreement.
     Without  limiting the  generality  of the  foregoing,  upon request by RIM,


<PAGE>


     Sub-Dealer shall, in a timely manner:  (a) make available to RIM, qualified
     personnel  to provide  any  information  which RIM  reasonably  requires to
     fulfill its obligations  hereunder,  including but not limited to personnel
     with experience on  Sub-Dealer's  existing  hardware and software;  and (b)
     cooperate  and  provide  assistance  to  RIM  in  obtaining  any  necessary
     documentation  required by RIM for the purpose of obtaining  export permits
     if required by RIM and if not previously obtained by RIM.

15.17Public  Announcement.  Neither  Party  will  make  any  announcement,  news
     release,  public  statement,  publication or  presentation  relating to the
     existence of this  Agreement or the terms hereof  without the other Party's
     prior written approval,  which approval will not be unreasonably  withheld,
     conditioned  or  delayed.   Notwithstanding   the   foregoing,   Sub-Dealer
     acknowledges that any such  announcement,  news release,  public statement,
     publication or presentation may require  VoiceStream's prior approval.  The
     Parties agree that they will  coordinate the initial  announcement or press
     release  relating to the  existence of this  Agreement so that such initial
     announcement  or press  release is made  contemporaneously  by each  Party.
     Notwithstanding the foregoing, either Party may make public mention of this
     Agreement as required by the listing rules of any stock exchange where such
     Party's stocks are listed or quoted.

15.18Web-links.  Sub-Dealer shall not link to RIM's website without  executing a
     web-linking agreement with RIM.

15.19Headings.  The headings of each section of this  Agreement are provided for
     convenience  only.  If any  conflict  of  interpretation  arises  between a
     heading and the text of this Agreement, the text will control.

15.20Entire Agreement.  This Agreement, its Schedules, the Sub-Dealer Agreement,
     and any Non-Disclosure  Agreement between the Parties constitute the entire
     agreement  of the  Parties  and  supercede  any  prior  or  contemporaneous
     communications,  representations or agreements between the Parties, whether
     oral  or  written,   regarding  the  subject  matter  of  this   Agreement.
     Sub-Dealer's  additional or different  terms will not apply.  The terms and
     conditions  of this  Agreement  may not be changed  unless in  writing  and
     signed by an  authorized  representative  of each  Party.  Neither  Party's
     failure to exercise any of its rights under this Agreement will  constitute
     or be  deemed a  waiver  or  forfeiture  of  those  rights.  If any term or
     provision  of this  Agreement is held to be illegal or  unenforceable,  the
     validity or  enforceability  of the remainder of this Agreement will not be
     affected.

15.21 Survival. The  provisions  of this  Agreement  that  under a  commercially
     reasonable  interpretation  reveals that the Parties likely would have such
     provisions  survive  termination  or  expiration  of this  Agreement  shall
     survive to the extent necessary to fulfill the purpose of such provision.


<PAGE>



15.22 Counterparts. This  Agreement  may be  signed  in two  or  more  identical
     counterparts  each of which  will be  deemed to be an  original  and all of
     which together will constitute one and the same instrument.

15.23 Facsimile.  Signing  of  this  Agreement  and  transmission  by  facsimile
     document transfer will be acceptable and binding upon the parties hereto.


IN WITNESS  WHEREOF,  each Party hereto has caused this Agreement to be executed
by its duly authorized representatives.


Research In Motion Corporation         Sub-Dealer
                                       Retreival Dynamics

By: /s/ Jim Balsillie                  By: /s/ Donald Hamilton
------------------------------         --------------------------

Name:    Jim Balsillie                 Name:    Donald Hamilton
Title:   President                     Title:   Vice President & General Manager




<PAGE>



                               Index of Schedules

Note:  Each  Schedule  is deemed a part of this  Agreement  and is  incorporated
herein by reference and may be amended by RIM in accordance Section 1.29 of this
Agreement.

Schedule A - Return and Repair Policy and Procedure

Schedule B - Services

Schedule C - Limited Warranty/Warranty Requirements

Schedule D - Year 2000 Warranty

Schedule E - Ordering and Delivery

Schedule F - Provisioning and Reporting Requirements



<PAGE>


                                   SCHEDULE A

                     RETURN AND Repair Policy and Procedure


THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT OF THIS
DOCUMENT,  AND ALL INFORMATION  PROVIDED HEREIN IS PROVIDED "AS IS". IN NO EVENT
SHALL  RIM BE  LIABLE  TO  ANY  PARTY  FOR  ANY  DIRECT,  INDIRECT,  SPECIAL  OR
CONSEQUENTIAL   DAMAGES  FOR  ANY  USE  OF  THIS  DOCUMENT,   INCLUDING  WITHOUT
LIMITATION,  RELIANCE ON THE  INFORMATION  PRESENTED,  LOST  PROFITS OR BUSINESS
INTERRUPTION,  EVEN IF RIM WAS  EXPRESSLY  ADVISED  OF THE  POSSIBILITY  OF SUCH
DAMAGES.


1. Overview
All products  being returned for anything other than Inactive DOAs shall utilize
the VoiceStream Reverse Logistics channel.  VoiceStream  Customer Care Centre is
reached by dialing 611 from the Handheld or 1-800-937-8997 from any other phone.

1.1  Product Return and RMA Flow Diagram

         Sub-Dealers Customers -> Sub-Dealers ->
                       | Sub-Dealers Consolidation Point
Inactive DOA Product     RIM RMA Contact Point
                       | RIM Repair Center

2.0 Service Policies

2.1  Acceptance
In order for the  SUB-DEALER  to be able to exercise its warranty  rights as set
out in this document,  including with respect to Dead On Arrival (DOA) Products,
the  Sub-Dealer  must first  have  accepted  the  Product  shipment  from RIM in
accordance  with the terms of the  Sub-Dealer  Supply  agreement  with RIM. Such
acceptance  of the  Products  does not  nullify  any  warranty  rights  that the
SUB-DEALER may have.

2.2  End of Life
In the  event  that  RIM,  in its sole  discretion,  decides  to  discontinue  a
particular Product, RIM: (a) will continue to support any in-warranty repairs to
such Product, and (b) may discontinue  offering any out-of-warranty  repairs for
such  Product  as of the date that such  Product  is  discontinued,  or any time
thereafter, in RIM's sole discretion.

2.3  Dead On Arrival
RIM will provide the SUB-DEALER with new replacement  Product(s) upon receipt by
RIM of confirmed  DOA  Product(s).  For a Product to be classified as a inactive
DOA, the following  qualifications must be met: (a) the Product in question does


<PAGE>


not meet the Product's functional,  mechanical,  electrical specifications,  (b)
the Product has not been activated on the VoiceStream Wireless network, where an
Activation  confirmation  has not been received by the  Sub-Dealer,  and (c) the
Product must be in new condition in the original packaging with all accessories.
RIM  warrants to the  SUB-DEALER  for the earlier of twelve (12) months from the
Airtime Service  activation for such replacement  Product or fifteen (15) months
from the delivery to the SUB-DEALER of Product.

2.4 In-Warranty Repairs
VoiceStream  Customer  Care  is  responsible  for  coordinating  repair  of  the
Product(s)  returned by the  Sub-Dealer's  customer and VoiceStream  may, at its
discretion,  either  return the repaired  Products or may replace such  Products
with like Products.

RIM  warrants to the  SUB-DEALER  for the earlier of twelve (12) months from the
Airtime  Service  activation  for such  Product or fifteen  (15) months from the
delivery to the SUB-DEALER of Product. All repairs to RIM Products, by RIM or an
authorized servicer, will cause the Product to be warranted for ninety (90) days
or the balance of the original warranty, whichever is longer.

RIM's  warranty  does  not  apply  in case  of any  damage,  including,  without
limitation,  cracked LCDs,  caused by failure of the user to abide by the safety
information  contained in the package with the  BlackBerry  Solution,  accident,
abuse, misuse,  misapplication or alteration  (including upgrades and expansions
of RIM's Product or Software by the End User, except such upgrades or expansions
which have been  specifically  approved in writing by RIM and are  performed  as
specified by RIM) performed by anyone other than RIM or RIM's designated agent.

2.5 Out-of-Warranty Repair
VoiceStream is responsible for coordinating  repairs of the Products returned by
the  Sub-Dealer's   Customer  and  return  the  original  Products  received  by
VoiceStream,  to the Sub-Dealer's  Customer. All repairs to RIM Products, by RIM
or an  authorized  servicer,  will cause the Product to be warranted  for ninety
(90) days.

RIM's  warranty  does  not  apply  in case  of any  damage,  including,  without
limitation,  cracked LCDs,  caused by failure of the user to abide by the safety
information  contained in the package with the  BlackBerry  Solution,  accident,
abuse, misuse, misapplication,  or alteration (including upgrades and expansions
of RIM's Product or Software by the End User, except such upgrades or expansions
which have been  specifically  approved in writing by RIM and are  performed  as
specified by RIM) performed by anyone other than RIM or RIM's designated agent.

3.0 Step 1 - RMA Issue
Upon validation by the Sub-Dealer's  that the Products meet RIM's definition for
Inactive  DOA  Products  and that the  Products  are to be  returned  to RIM for
service, the SUB-DEALER will contact RIM to request an RMA(s).


<PAGE>


To minimize  costs for both RIM and the  Sub-Dealer,  the  Sub-Dealer  will make
reasonable  efforts to consolidate and request Inactive DOA RMA's once per week.
In order for RIM to facilitate  the timely issue of an RMA Number,  RIM requires
that the SUB-DEALER complete, with all the required information,  a separate RMA
Request  Form for each RIM Product  part  number and RMA type.  Each RMA Request
should not exceed a quantity of five hundred (500) units.

The SUB-DEALER may return the completed RMA Request Form to RIM via email.

Upon receipt of the RMA Request Form(s) from the SUB-DEALER,  RIM will check the
RMA Request Form(s) for completeness.  If the RMA Request form is complete,  RIM
will provide the SUB-DEALER with an Inactive DOA RMA acknowledgement  within two
(2) Business Days.

In the event that an RMA Request Form is incomplete, RIM will return, within one
(1)  Business  Day,  the  affected  RMA Request  Form to  SUB-DEALER  via email,
specifying the  deficiencies.  The  SUB-DEALER  will then update the RMA Request
Form and resubmit,  within one (1) Business Day, the revised RMA Request Form to
RIM via email. If the revised RMA Request form is complete, RIM will provide the
SUB-DEALER with an RMA acknowledgement within three (3) Business Days.

4.0 Step 2 - Product Packaging, Return and Receiving

4.1 Packaging
Upon  completion of Step 1 - RMA Issue,  the SUB-DEALER will package the Product
according  to  the  packaging  specifications  provided  by  RIM.  In  order  to
facilitate  the timely  receipt and  validation of Products by RIM, RIM requires
the  SUB-DEALER  to  segregate  and  package the  Products by the RMA  provided,
enclosing a copy of the completed acknowledgement provided with each package.

4.2 Return
Once the SUB-DEALER has packaged the Products as detailed above,  the SUB-DEALER
will  arrange  for  delivery  of the  Products to RIM.  The  SUB-DEALER  will be
responsible for delivering  Products to RIM within five (5) Business Days of RIM
issuing an RMA number.

If RIM receives the Products  from the  SUB-DEALER  after five (5) Business Days
have elapsed,  but before ten (10) Business Days have elapsed,  calculated  from
the date that RIM issues an RMA number to the  SUB-DEALER,  RIM may, in its sole
discretion,  quarantine the Products and determine  whether there are any issues
with such  Products  arising from the late  delivery of such Products to RIM. If
RIM  determines  that  such  issues  exist,   the  SUB-DEALER   shall  make  all
commercially  reasonable  efforts to aid RIM in resolving  such  issues.  In the
event that such issues are not resolved  within two (2) Business  Days, RIM may,
in its sole discretion, return such Products to the SUB-DEALER freight collect.


<PAGE>


If RIM  does not  receive  the  Products  from the  SUB-DEALER  within  ten (10)
Business Days from the date that RIM issues an RMA Number to the SUB-DEALER, RIM
will notify the  SUB-DEALER  that it has not received the Products,  and may, in
its sole discretion,  void the RMA Number and return such Products,  if and when
they are received by RIM, to the SUB-DEALER freight collect.

4.3 Receiving Process
Upon receipt of the Products by RIM,  RIM will  validate the Product  packaging,
the Product  part  numbers and the Product  quantity  against the  enclosed  RMA
acknowledgement,  receive the Products on its Enterprise Resource Planning (ERP)
system and validate  that the physical  Products  received  correspond  to those
expected in the RMA order within two (2) Business Days.

The RIM ERP system is an integrated  business  system that allows RIM to capture
and report all information pertaining to the repair of the Product.

In the event that RIM  determines  during the receiving  process  that:  (a) the
Products do not conform to RIM's packaging  specifications,  (b) the Products do
not correlate with the enclosed RMA  acknowledgement,  (c) the physical Products
received  do not  correspond  to those  expected  in the RMA, or (d) there is no
valid RMA for the Products  received,  RIM will  quarantine the Products and RIM
will notify the SUB-DEALER of the  non-conformance and request corrective action
to resolve the identified issue. RIM and the SUB-DEALER will, using commercially
reasonable  efforts,  attempt to correct the issue within one (1) Business  Day,
and RIM will work with the SUB-DEALER, using commercially reasonable efforts, to
identify root cause,  implement  corrective action and monitor results. RIM may,
in its  sole  discretion  and,  as a result  of the Sub  Dealer's  repeated  non
conformance  to the RMA  processes  as outlined in this  document,  charge a RMA
Resolution  Fee as  outlined  in the Fee  Schedule  (below)  to cover  any costs
associated with the resolution of issues.  In the event that such issues are not
resolved within two (2) Business Days, RIM may, in its sole  discretion,  return
such Products to the SUB-DEALER freight collect.

5.0 Step 3 - Product Inspection, Replacement

5.1 DOA Replacement
Upon completion of Step 2 - Product  Packaging,  Return and Receiving,  RIM will
complete  an  inspection  of the  Products  to  determine  that they meet  RIM's
Inactive DOA definition within five (5) Business Days.

RIM will be responsible  for all costs  associated with parts and labor required
to replace Inactive DOA Products.

Upon  completion of the  Inspection  Process,  RIM will complete all  activities
required to provide new replacement for valid Inactive DOA Products within three
(3) Business Days.


<PAGE>


In the event that RIM  determines  that the Inactive DOA  Product(s) do not meet
RIM's Inactive DOA definition but the Product(s)

     (i) meet RIM's Activated DOA, In-Warranty or Out-of-Warranty definition
     (ii) meet all functional, mechanical, electrical specifications

RIM will notify the SUB-DEALER and return the Product(s) to the  SUB-DEALER.  In
both  instances,  RIM will  classify the Products as No Trouble  Found (NTF) and
return the Products to the  SUB-DEALER.  The SUB-DEALER  will be responsible for
all costs  associated  with parts and labor required to process NTF Products and
the NTF Fee defined in the Fee Schedule in section 7.12.1 will apply.

6.0 Step 4 - RMA Closure, Product Return and Invoicing

6.1 RMA Closure
Upon completion of Step 3 - Product Repair, Refurbishment,  Replacement RIM will
close the RMA within one (1) Business Day.

6.3 Invoicing
RIM will generate and issue an invoice every thirty (30) days to the  SUB-DEALER
for all  costs  incurred  by RIM in  performing  the  services  defined  in this
document on behalf of the SUB-DEALER and in accordance to the Fee Schedule.

6.4 Payment Terms
All invoices are due and payable  thirty (30) days from date of invoice issue or
as established in the Sub-Dealer  Supply Agreement,  which  establishes  payment
terms.

7.0 Return Specifications for Sub-Dealer


7.1 Repair - Ship To
--------------------------------------------------------------------------------
Research In Motion Limited
--------------------------------------------------------------------------------
451 Philip Street
Waterloo ON N2L 3X2

7.2 Billing Address

--------------------------------------------------------------------------------
Sub-Dealer- Address Required
--------------------------------------------------------------------------------


7.3 Return Material Authorization (RMA) Contact Information
--------------------------------------------------------------------------------
RIM Primary Phone:                  TBD
--------------------------------------------------------------------------------
RIM Primary Email:                  TBD
SUB-DEALER Primary Phone:           TBD
SUB-DEALER Primary Email:           TBD


<PAGE>



7.4 Products Return Frequency/RMA Request
--------------------------------------------------------------------------------
DOA:                       Inactive DOA - Monthly
--------------------------------------------------------------------------------
Repair:                    N/A - Processed by VoiceStream


7.5 RMA Required Information
--------------------------------------------------------------------------------
RMA Request Form Attached
--------------------------------------------------------------------------------

7.6 Invoice/Purchase Order/Payment Terms
--------------------------------------------------------------------------------
Invoice: Issued every thirty (30) days for any applicable fees.
--------------------------------------------------------------------------------
Payment Terms:  Received within thirty (30) days or as established by Sub-Dealer
                Supply Agreement.

7.7 Freight, Customs, & Insurance Liability
------------------------------- ------------------------------------------------
                Inactive DOA

Inbound to RIM                           RIM
Outbound from RIM                        RIM
------------------------------- ------------------------------------------------

7.8 Turnaround Time Requirements
--------------------------------------------------------------------------------
RMA Acknowledgement: Two (2) Business Days from receipt by RIM of completed RMA
request form.
--------------------------------------------------------------------------------
Receipt/Validation:  Two (2) Business Days from the date of the physical product
receipt by RIM.  Inspection  Five (5) Business  Days from the  completion of the
Receipt/Validation   process  Replacement  Three  (3)  Business  Days  from  the
completion of the Inspection  process Close RMA: One (1) Business Days from date
of completed product replacement by RIM. 7.8.2 Freight
--------------------------------------------------------------------------------
In-Bound Product Return:   Five (5) Business Days  from  date of RIM issuing RMA
                           acknowledgement.
Out-Bound Product Return:  Five (5) Business Days from the date of the completed
                           RMA closure by RIM.
--------------------------------------------------------------------------------

7.12 Fee Schedule for the SUB-DEALER

7.12.1 DOA Products
        No Trouble Found  (NTF)              $30USD

7.12.3 RMA Issue Resolution
        Fee per Instance                   $100 USD


<PAGE>


8.0 RMA Request Form

                                RMA Request Form

Upon  receipt  of a  complete  RMA  Request  Form,  RIM  shall  provide  an  RMA
authorization within:

               o    2 Business Days for DOA

Shipping Address:                           Billing Address:
--------------------------------------------------------------------------------
Customer Name                               Customer Name
--------------------------------------------------------------------------------
Address                                     Address

City                                        City
State/Prov                                  State/Prov
Country                                     Country
Contact                                     Contact
Phone                                       Phone
Email                                       Email
EIN/SSN (US only)

Required Service:
--------------------------------------------------------------------------------
Dead on Arrival  Evaluate the Dead on Arrival and process  according to terms of
Sub-Dealer Supply Agreement.
--------------------------------------------------------------------------------

Purchase Order Information:
PO Reference Required:

Device Information:

Provide the information below for each device. One RMA request required for each
RIM SKU and return type (DOA). Maximum of 500 devices per RMA request.

<TABLE>
<CAPTION>
------------------- ------------------ ---------- -------------- -------------- ------------------
ESN/MSN/IMEI         MAN/LLI/BBPIN      Date of    Return Date     Original PO   Customer Return
                                          Sale                                       Reason
------------------- ------------------ ---------- -------------- -------------- ------------------
<S>                 <C>                <C>        <C>            <C>            <C>
------------------- ------------------ ---------- -------------- -------------- ------------------

------------------- ------------------ ---------- -------------- -------------- ------------------

------------------- ------------------ ---------- -------------- -------------- ------------------

------------------- ------------------ ---------- -------------- -------------- ------------------

------------------- ------------------ ---------- -------------- -------------- ------------------

------------------- ------------------ ---------- -------------- -------------- ------------------

------------------- ------------------ ---------- -------------- -------------- ------------------
</TABLE>




<PAGE>

                                   SCHEDULE B
                                    Services

1.   End User Support
1.1  End User Support - Overview
RIM and Sub-Dealer  will work together to provide the End User with a high level
of  support.  Sub-Dealer  will act as the End  User's  first  and only  point of
contact for pre-sales support and non-activated  Handheld  technical or customer
service  support;  and the  Sub-Dealer  may act as the End User's first point of
contact  for  post-sales  technical  support;  if  an  escalation  requires  the
involvement of additional support,  the Sub-Dealer will instruct the End User to
contact  VoiceStream  Customer  Care  Centre  dial  611  from  the  Handheld  or
1-800-937-8997 from any other phone.

Sub-Dealer is responsible for all non-activated Product support issues.

Sub-Dealer  will provide  support that they are  responsible  for at an industry
standard level, where both wait times and abandon rates are kept to a minimum.

1.2  Support Tiers and Responsibilities (Post-Sales)
<TABLE>
<CAPTION>
------------- ----------------------------------------------------------------- -------------------------------
Support Tier  Description of Responsibilities                                   Party Responsible
------------- ----------------------------------------------------------------- -------------------------------
<S>           <C>                                                               <C>
Tier               Responsible  for  basic  wireless  Handheld  and  BlackBerry   End User IT
              desktop Helpdesk Software troubleshooting with the End User
                   Responsible for escalating RMA's to the Sub-Dealer helpdesk

------------- ----------------------------------------------------------------- -------------------------------
Tier I             Sub-Dealer  and End  User  interface  for  business  related  Sub-Dealer/VoiceStream
              issues including:                                                  Customer Care Centre
                   Rate plans and features
                   SMS services
                   Billing services
                   Basic Handheld usage questions (how to's associated with the
              ribbon and navigation on the Handheld)
------------- ----------------------------------------------------------------- -------------------------------
Tier II            Sub-Dealer  and End User  interface  for  technical  support  VoiceStream Customer
              related issues including:                                           Care Centre
                   Verification of activation and de-activation                  Dial 611 from the
                   Assisting  End Users in the setup and  configuration  of the   Handheld or
              BlackBerry  Message Center (Internet  Edition) functions (e.g. to   1-800-937-8997
              setup POP3 email forwarding)                                        from any other
                   Assisting  End  Users in the  setup of an email  account  on   phone./Sub-Dealer
              their BlackBerry (Handheld and desktop Software support)
                   Support for the Handheld and desktop  Software  features and
              operations
                   Basic   BlackBerry   Handheld   troubleshooting   (hardware,
              Handheld Software and desktop Software)*
                   Initial troubleshooting for RIM provisioning issues
                   Basic BES troubleshooting*
                   Basic support for other RIM applications (Browser etc.)*
                   Support on peripherals (charger, earbud etc.)
                   All RMA inquiries
                   Support for Software updates, upgrades and new applications
                   New application downloads

              * "Basic" support  consists of any support for which  information
              has been  provided by RIM to  Sub-Dealer  in a training  program,
              standard   documentation   or  Knowledge   Base.
------------- ----------------------------------------------------------------- -------------------------------
Tier  III          Sub-Dealer  and End User  interface  for  technical  support  VoiceStream Customer
              related issues including:                                           Care Centre
              Advanced  BlackBerry  Handheld  troubleshooting   (hardware,       Dial 611 from the
              Handheld Software and desktop Software)                             Handheld or
                   Advanced BES troubleshooting**                                 1-800-937-8997
                   Advanced   technical   troubleshooting   of  the  BlackBerry   from any other
              Handheld (to identify difficult RMA)                                phone./Sub-Dealer
                   Advanced support for other RIM applications (Browser etc.)**
                   Advanced  support for  Software  updates,  upgrades  and new
              applications**

              **  "Advanced"   support   consists  of  any  support  for  which
              information  has NOT  been  made  available  to  Sub-Dealer  in a
              training program, standard documentation or Knowledge Base.
------------- ----------------------------------------------------------------- -------------------------------
</TABLE>

<PAGE>


1.2.1    Service Expectations

Sub-Dealer  is to provide  support in a  professional  and  timely  manner.  RIM
reserves the right to audit Sub-Dealer's support capabilities and ticket history
to ensure that issues are being addressed in a manner consistent within industry
standards.

1.3      Hours of Operation

Customer care and  technical  support will be provided by  VoiceStream  Customer
Care which currently is set at 24 hours per day, 7 days per week.

2.       TRAINING

Training  shall be provided to  Sub-Dealer,  and the  Sub-Dealer  shall obtain a
minimum Level 1 Training, in accordance with the following:

<TABLE>
<S>                       <C>
Level 1 Training
------------------------- --------------------------------------------------------------------
              Content     o Standard web-based training for 50 employees
------------------------- --------------------------------------------------------------------
Description               o Provides a basic understanding of BlackBerry products and services
------------------------- --------------------------------------------------------------------
Cost                      Free
------------------------- --------------------------------------------------------------------

Level 2 Training (Optional)
------------------------- --------------------------------------------------------------------
              Content     o 12 classroom training days
                          o Two 2 day standard Sales Training sessions
                          o Two 4 day standard Technical Training sessions
------------------------- --------------------------------------------------------------------
                          o Provides a basic understanding of BlackBerry products and services
------------------------- --------------------------------------------------------------------
Cost                      Subject to RIM's standard fee schedule
------------------------- --------------------------------------------------------------------

Customized Training
(Intended to supplement
the above Training)
------------------------- --------------------------------------------------------------------
              Content     o Additional web-based training = $50 per additional user
                          o Additional customized training sessions = $1,000 per day plus out
                            of pocket expenses
------------------------- --------------------------------------------------------------------
Description               o Provides customized content for specific Sub-Dealer needs
------------------------- --------------------------------------------------------------------
</TABLE>

"Out of pocket  expenses"  include,  but are not limited to, all travel expenses
(such as  flight,  hotel,  car rental and  incidentals),  and any  documentation
printing and shipping costs.
--------------------------------------------------------------------------------


<PAGE>



DESCRIPTION OF THE TRAINING

The following is a brief  illustration  of the type of information  that will be
conveyed in each category of training:

Web-Based Sales Training
o    Provides the content,  skills,  and tools to potentially  help identify and
     qualify End Users.
o    Assists salespeople in determining how to introduce the BlackBerry solution
     into a target account.
o    Teaches  the  benefits  of the  BlackBerry  solution  and relates it to End
     User's needs.
o    Provides basic information required to allow a salesperson to start selling
     BlackBerry.

Classroom Based Sales Training
o    Provides the content,  skills and tools to assist  salespeople  in taking a
     BlackBerry sale beyond the qualifying step.
o    Identifies the different stages in the BlackBerry  selling cycle and offers
     workshops for target activities at each stage.
o    Provides selling tools and techniques to help shorten the sales cycle.
o    Uses interactive sessions that incorporate case studies and role-playing to
     give practical examples of issues discussed.

Web-Based Technical Training
o    Provides a basic  understanding  of each of the elements of the  BlackBerry
     solution  including  the Handheld,  the desktop  software,  and  BlackBerry
     Enterprise Server software. Security is also addressed.
o    Teaches  the  user  how to  explain  the key  functions  of the  BlackBerry
     solution to callers.
o    Provides information that can be communicated to BlackBerry End Users about
     the value of the BlackBerry solution.
o    Technical concepts are applied to real-life  situations through description
     and simulation.


<PAGE>


o    Reviews  frequently  asked  questions  regarding  hardware,  composing  and
     sending messages, receiving messages, and message handling.
o    Provides basic  troubleshooting  guidelines  outlining the causes of common
     Handheld error codes with how-to's for resolution.
o    Provides system  requirements  for installing each of the components of the
     BlackBerry   solution   to  help   agents   better   assist   End  User  IT
     administrators.
o    This is targeted at agents providing telephone support.

Classroom Based Technical Training
o    Provides hands-on experience installing,  using and troubleshooting the key
     technical elements in the BlackBerry technical environment.
o    This is an  intensive  4-day  workshop  in a lab  setting.  The focus is on
     exercises  and case  studies to build  knowledge  and  experience  with the
     Handheld,  desktop software, the BlackBerry Enterprise Server for Exchange,
     the BlackBerry Enterprise Server for Lotus Domino and security.
o    This is targeted at specialists  responsible  for providing an intermediate
     or higher level of technical support to End User IT administrators.


<TABLE>
<CAPTION>
TRAINING REQUIREMENTS FOR SUB-DEALER PERSONNEL
------------------------------------ ------------ ------------ --------------------
                                     Sales        Tier 1       Tier 2
                                     Sales        Support      Support
                                     Personnel    Personnel    Personnel (Optional)
------------------------------------ ------------ ------------ --------------------
<S>                                   <C>          <C>          <C>
Web-Based Sales Training                X
------------------------------------ ------------ ------------ --------------------
Classroom Based Sales Training        Optional
------------------------------------ ------------ ------------ --------------------
Web-Based Technical Training                         X             X
------------------------------------ ------------ ------------ --------------------
Classroom Based Technical Training                 Optional        X
------------------------------------ ------------ ------------ --------------------
</TABLE>




<PAGE>


                                   SCHEDULE C
                     LIMITED WARRANTY/WARRANTY REQUIREMENTS

The BlackBerry Handheld,  the BlackBerry Cradle, and the Holster (which together
comprise the BlackBerry Hardware),  will be free from defects in workmanship and
materials  for a period  that is the  shorter  of (i) one (1) year from the date
that the new BlackBerry  Handheld was first  purchased by YOU as an original end
user ("YOU") and (ii) the period ending upon YOUR breach of the  BlackBerry  End
User/Software  License Agreement (the "License  Agreement") entered into between
YOU and Research In Motion  Limited  and/OR its  affiliated  group of companies'
(RIM) in connection with the BlackBerry Solution (the "Warranty  Period").  This
Limited Warranty is not transferable. During the Warranty Period, the BlackBerry
Hardware, or one or more of the BlackBerry Hardware components, will be repaired
or replaced at RIM's option, without charge to YOU for either parts or labor. If
the BlackBerry  Hardware (or component  thereof) is repaired or replaced  during
the Warranty Period, the Warranty Period will expire, upon the later of the 91st
day after repair or replacement or one year from the date of original  purchase.
Based on an agreement between RIM and the RIM Solution Provider (defined below),
this Limited  Warranty for the Warranty Period shall be honored by either RIM or
the RIM Solution  Provider.  This Limited Warranty does not apply to normal wear
and tear or if any component of the BlackBerry hardware is opened or repaired by
someone not  authorized by RIM, and does not cover repair or  replacement of any
BlackBerry  Hardware  damaged by:  misuse,  moisture or  liquids,  proximity  or
exposure to heat, accident,  abuse, neglect,  misapplication,  or defects due to
repairs or  modifications  made by anyone other than RIM. This Limited  Warranty
does not  cover  physical  damage to the  surface  of the  BlackBerry  Hardware,
including cracks or scratches on the LCD screen.  This Limited Warranty does not
apply to any  equipment  other than the  BlackBerry  Hardware as defined in this
Limited Warranty - for example, it does not apply to any external battery or SIM
Card provided with YOUR purchase,  rental, lease or other means of acquiring the
BlackBerry  Hardware,  or  any  damage  caused  by  the  leakage  or  any  other
malfunction  of an  external  battery,  SIM  Card,  or any  other  accessory  or
peripheral  equipment.  This  Limited  Warranty  also  does  not  apply  if  the
malfunction  results from the use of the BlackBerry Hardware in conjunction with
accessories,  products,  services  or  ancillary  or  peripheral  equipment  not
expressly  approved or provided by RIM, and where it is  determined  by RIM that
such   malfunction  is  not  the  fault  of  the  BlackBerry   Hardware  itself.
Additionally,  if  malfunction  results from the failure of the user to abide by
the Safety  Information  contained in the package with the  BlackBerry  Solution
comprised of the BlackBerry Hardware,  the BlackBerry Desktop Software,  and the
associated wireless data service and documentation (the "BlackBerry  Solution"),
the Limited  Warranty  may be void,  and if it is not void,  it shall not apply.
Data backup is presumed to be the  responsibility  of the user of the BlackBerry
Hardware. Neither RIM nor the reseller or distributor through whom YOU purchased
the BlackBerry  Solution (the "RIM Solution  Provider") is responsible  for data
that may be damaged or lost at any time, including, without limitation data lost
or damaged during the servicing of the BlackBerry  Hardware,  or through the use
of  synchronization   software.  As  the  BlackBerry  Solution  is  provided  in
conjunction  with  certain  wireless  data  services  provided  by  third  party
providers,  we cannot  guarantee or warrant that YOUR wireless data service will
always  be  available  or will  always  function  properly.  For this and  other


<PAGE>


reasons,  the BlackBerry Solution should not be relied upon for the transmission
of  data  relating  to  emergency  or   life-threatening   or  mission  critical
situations,  and RIM disclaims any liability on its behalf, on behalf of the RIM
Solution  Provider,  and on behalf of the third party  provider of YOUR  airtime
service for events or damages resulting from such reliance or the failure of the
wireless  data  service  to  perform  or to be  available  for  your  use of the
BlackBerry Solution, including, without limitation, the lack of service coverage
in the area in which YOU wish to use the  BlackBerry  Solution.  RIM will not be
responsible  for any  warranties  or  guaranties  provided  by the RIM  Solution
Provider or any other party.

REPAIR OR REPLACEMENT OF THE PRODUCT AS PROVIDED HEREIN IS THE EXCLUSIVE  REMEDY
PROVIDED  TO YOU.  UNDER THE LAWS OF THE STATE OF NEW YORK,  AND THE LAWS OF THE
SEVERAL  STATES OF THE UNITED  STATES,  THIS LIMITED  WARRANTY IS IN LIEU OF ALL
OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  ANY  IMPLIED  WARRANTY  OF
MERCHANTABILITY  AND/OR  FITNESS  FOR A  PARTICULAR  USE OR  PURPOSE  AND/OR ANY
IMPLIED WARRANTY OF  NON-INFRINGEMENT.  UNDER THE PROVINCIAL LAWS OF ONTARIO AND
THE  FEDERAL  LAWS OF  CANADA,  THIS  LIMITED  WARRANTY  IS IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS,  EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR
CONDITION  OF  MERCHANTABILITY  AND/OR  QUALITY  OR FITNESS  FOR ANY  PARTICULAR
PURPOSE. NEITHER RIM NOR ANY RIM SOLUTION PROVIDER SHALL IN ANY WAY BE LIABLE TO
YOU FOR ANY DAMAGES YOU SUFFER OR INCUR (INCLUDING, BUT NOT LIMITED TO, GENERAL,
SPECIAL,  CONSEQUENTIAL  OR  INCIDENTAL  DAMAGES  INCLUDING  DAMAGES FOR LOSS OF
BUSINESS PROFITS,  BUSINESS  INTERRUPTION,  LOSS OF BUSINESS INFORMATION AND THE
LIKE  AND  PERSONAL  INJURY  OR  WRONGFUL  DEATH  DAMAGES)  ARISING  FROM  OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF THE BLACKBERRY  SOLUTION,  EVEN IF RIM
OR A RIM SOLUTION  PROVIDER ARE AWARE OF THE  POSSIBILITY OF SUCH DAMAGES.  THIS
LIMITATION  IS INTENDED TO APPLY AND DOES APPLY  WITHOUT  REGARD TO WHETHER SUCH
DAMAGES ARE CLAIMED,  ASSERTED OR BROUGHT IN AN ACTION OR CLAIM SOUNDING IN TORT
OR CONTRACT,  OR ON THE WARRANTY,  OR UNDER ANY OTHER LAW OR FORM OF ACTION. ANY
EXTERNAL  BATTERIES  OR SIM CARDS  PROVIDED  WITH THE  BLACKBERRY  HARDWARE  ARE
PROVIDED  AS IS,  AND  ARE  NOT,  FOR  PURPOSES  OF THIS  WARRANTY,  PART OF THE
BLACKBERRY HARDWARE.  YOU ASSUME THE RISK OF USING ANY ACCESSORY NOT PROVIDED AS
PART OF THE BLACKBERRY SOLUTION. IN NO EVENT SHALL RIM'S LIABILITY TO YOU EXCEED
THE  PURCHASE  PRICE OF THE  BLACKBERRY  HARDWARE  YOU  PURCHASED OR THE COST OF
REPAIRING OR  REPLACING  THE  BLACKBERRY  HARDWARE,  WHICHEVER  IS GREATER.  THE
LIMITED  WARRANTY  WITH  RESPECT  TO THE  BLACKBERRY  DESKTOP  SOFTWARE,  TO ALL
DOCUMENTATION  AND TO ANY FIRMWARE  RESIDING ON THE  BLACKBERRY  HARDWARE IS SET
FORTH IN THE LICENSE AGREEMENT.

This limited  warranty  gives YOU specific  legal rights,  and YOU may also have
other rights that vary from state to state and province to province. Some states
or  provinces  may not  allow the  exclusion  of  limitation  of  incidental  or
consequential damages, may not allow limitations on how long an implied warranty
or condition  lasts, or allow  provisions that permit the warranty to be voided.
Thus,  the above  limitations  or exclusions  may not apply to YOU. The terms of
section 20 of the License  Agreement  are  incorporated  by reference  into this
Limited Warranty.

If there is any  inconsistency  between this  limited  warranty and any warranty
included in the packaging of the  BlackBerry  Hardware,  the  provisions of this
limited warranty shall apply.


<PAGE>



                              WARRANTY REQUIREMENTS

Sub-Dealer will comply with the Warranty  Requirements  related to: (a) storage;
(b)   first-in-first-out   inventory   management;   and  (c)  the  modification
requirements  all as specified below as a pre-condition  to be able to rely upon
the Product Warranty provided for above.

1.   Storage Conditions

In addition, Sub-Dealer agrees that it will store all Products, in the condition
that they were  shipped to  Sub-Dealer  by RIM, in a storage  area in respect of
which the following should apply:

(a)  the recommended  long-term  storage  temperature range is +10 to 25 degrees
     Celsius  at any  point in the  storage  area at any time  with an  absolute
     maximum temperature range of 30 degrees Celsius at any point in the storage
     area at any time;

(b)  the relative humidity level  recommended is between 40-60%,  non-condensing
     and the maximum relative humidity level is 70%, non-condensing; and

(c)  during  storage,  Handhelds  shall be protected  from abnormal  exposure to
     shock,  vibration or electrostatic  discharge,  and shall also be protected
     from excessive dampness.

The maximum  length of time for storage of Handhelds  shall be one (1) year, and
the  Handhelds  must be stored in "storage  mode",  as further  described in the
applicable End User Documentation.  Notwithstanding the foregoing, RIM expressly
disclaims any representation that there will be no battery degradation while the
Handhelds are in storage.

Should Sub-Dealer require deviations from these storage  requirements,  RIM must
be consulted to evaluate these  deviations,  and give a  recommendation  on what
steps must be taken to ensure continued warranty coverage.

2.   First-In-First-Out Inventory

Sub-Dealer  will  operate a  first-in-first-out  ("FIFO")  inventory  management
system.

3.   Modification Requirements

Sub-Dealer  will not modify  the  Handhelds  except as  expressly  permitted  in
writing by RIM.




<PAGE>


                                   SCHEDULE D

                               YEAR 2000 WARRANTY

Y2K Functionality Statement for BlackBerry:

The  following  statement has been  specifically  prepared by Research In Motion
Limited ("RIM") of Waterloo,  Ontario,  Canada, for use by our valued BlackBerry
customers and our Wireless Solution Providers.

As noted in the U.S.  Securities and Exchange  Commission's  June 1997 Report to
Congress,  "It is important that one essential  principle be  understood:  It is
not, and will not, be possible for any single entity or collective enterprise to
represent  that it has  achieved  complete  Year  2000  Compliance  and  thus to
guarantee its remediation  efforts. The problem is simply too complex for such a
claim to have legitimacy."

With the foregoing as a backdrop, we can confirm the following:
As to the  BlackBerryTM  Handheld,  the  associated  cradle  and the  BlackBerry
Software, each component has been designed with Y2K compliance in mind. From now
through  the year 2028,  we have every  reason to  believe  that the  BlackBerry
Handheld,  cradle and BlackBerry  Software will exhibit Year 2000  compliance as
that term is defined by the Standards  Council of Canada.  The term  "BlackBerry
Software"  includes the BlackBerry Desktop Software,  the BlackBerry  Enterprise
Software and the software RIM has produced and that resides on the handheld.  To
the best of our knowledge,  based upon tests that we have performed and continue
to perform and upon our  analysis of the code in our  products,  the  BlackBerry
Software  will function as expected in the year 2000 and will process the change
to the year 2000 properly.  Additionally, the BlackBerry Software will accept as
data entry and will process  correctly  dates up to and including the year 2028.
As a result of  limitations  in third party  software  with which  BlackBerry is
designed to perform,  we cannot make any  statements  as to  performance  in the
years 2029 and beyond. We are, however, continuing to track improvements in such
third party software so that when the year 2028  limitation is removed,  we will
be able to provide our customers with the ability to use the BlackBerry solution
to record dates that are beyond that year.

Of course,  because our products are dependent  upon  functions on wireless data
networks  that we neither own nor  control,  upon the  Internet,  and upon third
party software and systems,  including  Microsoft  Exchange Server and Microsoft
Outlook, we cannot make any representation as to whether the networks upon which
our products  function,  or the Internet or third party software or systems will
function  is such a manner  so as to ensure  that the year  2000 date  change is
performed correctly, or that date changes up to and including the year 2028 will
also be  processed  correctly.  To the extent that these  third party  providers
provide RIM with statements  concerning the Y2K functionality of their products,


<PAGE>


we will be happy to make such  statements  available as well.  It also should be
noted  that our  Software  Developer's  Kit  ("SDK")  does not  restrict  what a
creative  designer can or will do in the  development  of  applications  for our
products.  As such, we make no statement as to whether a particular  application
designed with our SDK is or is not Y2K compliant.

Finally,  we are  prepared  to treat as a warranty  claim  under  RIM's  limited
warranty any problems  BlackBerry  customers  experience in the highly  unlikely
event an error occurs in the BlackBerry  handheld or in the BlackBerry  Software
relating to the  transition  from 1999 to the year 2000 ("Y2K Error") during the
warranty  period,  as long as such problems are not related  solely to the known
condition  that the  BlackBerry  handheld and the  BlackBerry  Software will not
necessarily  process date information  properly in the year 2029 and thereafter.
We are committed to resolving  Y2K Errors as  expeditiously  as possible  should
they arise by  replacing  or  "repairing"  any code,  or  repairing or replacing
hardware that is causing such  problems.  Repair and/or  replacement of affected
BlackBerry  components  shall be the sole remedy  available  to the end users of
BlackBerry in the event of a Y2K Error.

This  statement does not alter in any way the limited  warranty  provided to end
users of BlackBerry.

Should you desire  further  clarification  of this  statement or have  technical
questions  concerning  the  functioning  of our  products  during the year 2000,
please contact our Year 2000 Group at Y2K@rim.net,  or if the questions are of a
purely  legal  nature,  please  contact our counsel  for U.S.  legal  matters at
Lawyer@rim.net.  The Year 2000 Compliance Criteria from the Standards Council of
Canada are set forth on the Council's website, www.scc.ca.

This statement is protected under  Canadian,  U.S. and  international  copyright
laws. Copyright 1998-2002 Research In Motion Limited.  All rights reserved.  The
RIM Logo,  BlackBerry,  the BlackBerry  logo and the "envelope in motion" symbol
are  trademarks  of Research In Motion  Limited.  Research In Motion and RIM are
registered with the United States Patent and Trademark Office. Any trademarks of
any other party  mentioned  herein are the  property of such party or used under
license by that party.


<PAGE>


                                   SCHEDULE E

                              ORDERING AND DELIVERY

Delivery  Forecasts.  On the 15th day of the month  following  execution of this
Agreement, and every 15th day of each month thereafter,  Sub-Dealer shall submit
to RIM a forecast of all Handhelds and accessories  that  Sub-Dealer  expects to
order  on  a  rolling   twelve-month  basis   ("Twelve-Month   Forecast").   The
Twelve-Month  Forecast  will be for the twelve  month period  commencing  on the
first day of the month following  submission to RIM.  Concurrently  with any new
Orders,  Sub-Dealer  shall  provide RIM with an updated  Twelve-Month  Forecast.
Subject to Sections 3.3 and 8.4, the Twelve-Month  Forecast shall not be binding
on Sub-Dealer.

Ordering  The  quantity  of  Products  that the  Sub-Dealer  may  Order  for any
particular  shipment shall not be less than the Minimum Order Quantity specified
in the Dealer Exhibit and shall be evenly divisible by Lot Size specified in the
Dealer Exhibit.  All Orders and applicable  delivery schedules  submitted to RIM
shall be subject to this Agreement,  including without  limitation any Lead Time
requirements.  Orders for Products from  Sub-Dealer  shall be: (i) issued from a
single  source  and a  single  billing  address  shall  be  identified;  (ii) in
electronic form if available or if electronic form is not available,  in written
form,  (iii)  expressly  reference this Agreement and be made in accordance with
the terms and conditions of this Agreement,  (iv) binding and irrevocable by the
Sub-Dealer,  once the Orders are  accepted or deemed  accepted  by RIM,  and (v)
contain  at a  minimum  the  following  information:  (a) RIM  item  number  and
description of the Products to be purchased,  (b) quantity to be purchased,  (c)
requested dates for delivery in accordance  with RIM's standard lead times,  (d)
ship-to  destinations  and billing  address,  (e)  Sub-Dealer's  purchase  order
number,  (f)  confirmation  of  prices,  (g) Order  acknowledgement  address  if
different from billing address, (h) Sub-Dealer's ship-to Federal Tax ID/EIN, and
(i) Sub-Dealer's ship-to state and federal tax exempt numbers, if applicable.

Within  five (5)  Business  Days of RIM  receiving  an Order,  RIM shall  notify
Sub-Dealer of receipt of such order in the same manner as the Order was received
by RIM ("Order  Acknowledgement"),  and state whether the Order is a valid order
("Valid Order") or is  non-conforming,  or cannot be filled by RIM. If the Order
Acknowledgement  does not set out any  non-conformity  or  reason  why the Order
cannot be filled by RIM,  the Order by  Sub-Dealer  will be deemed to be a Valid
Order. If RIM does not provide Sub-Dealer with an Order  Acknowledgement  within
five (5) Business Days of RIM  receiving  the Order,  such Order shall be deemed
rejected. A Valid Order is irrevocable by the Sub-Dealer.

Packaging.  All  shipments  shall be  adequately  packaged to prevent any damage
during normal transportation. All packages are to have the following information
on the outside of each box:

(a)  Sub-Dealer  Purchase  Order Number (which shall also appear on all shipping
     papers);
(b)  items as ordered by Sub-Dealer Item Master Number;
(c)  quantity in box;
(d)  number of boxes on Sub-Dealer's Order (1 of 3, 2 of 3, 3 of 3, etc.); and
(e)  packaging slips securely attached outside of each box.


<PAGE>


Shipping. Product shall be shipped from Waterloo, Ontario, Canada, or such other
location of which RIM notifies  Sub-Dealer,  using RIM's standard  packaging and
labeling methods, as specified above. Any change in the shipping address must be
provided to RIM a minimum of ten (10)  Business Days in advance of the scheduled
Shipment Date. Product shall be shipped to Sub-Dealer FCA RIM'S dock. Sub-Dealer
shall be responsible for payment of all fees for  transportation,  duty, customs
clearance,  insurance charges, taxes, brokerage, as well as any other applicable
charges and costs from the point of shipment.

Where RIM ships  Products  in an End User Ready  Form,  Sub-Dealer  may not add,
modify or remove contents or information to or from the RIM-prepared  BlackBerry
packaging and shall deliver such  Products  and/or  Services to End Users in the
form provided by RIM. Unless Sub-Dealer provides RIM with shipping  instructions
and its  selected  carrier,  RIM may,  in its  sole  discretion,  determine  the
appropriate  mode of shipment and  insurance and choose the carrier and shipping
route.


<PAGE>


                                   Schedule f

                     PROVISIONING and REPORTING Requirements

1.   PROVISIONING

Sub-Dealer shall comply with RIM's standard process for Sub-dealers with respect
to activation of Airtime Services and payment of the Activation  Commissions (as
defined in the Dealer Exhibit of the Sub-Dealer Agreement).

2.   REPORTING

Sub-Dealer  shall  keep  detailed  records  and  Sub-Dealer  shall  provide  the
following  consolidated  reports in a format reasonably  satisfactory to RIM, at
regular  intervals as mutually agreed upon by the Parties,  as amended from time
to time:  o point of sale  including  End  User  bill to and ship to  addresses,
device PRD,  number of devices,  device(s)  IMEI and ICCID  serial  number,  PIN
number, and associated SIM serial number

o    VoiceStream  Service  Agreement & Activation  Report for each user approved
     and completed by VoiceStream and Sub-Dealer  [within not less than five (5)
     days of Activation (as defined in the Sub-Dealer Agreement)].
o    market share reports
o    date of activation/deactivation of Handhelds on VoiceStream Network
o    Tier I Support (RIM may request Tier I Support  reports if RIM  determines,
     in  RIM's  sole  discretion,  that  Sub-Dealer  is not  meeting  Sub-Dealer
     responsibilities for Tier I Support as described in Schedule D
o    Tier II Support (RIM may request Tier II Support reports if RIM determines,
     in  RIM's  sole  discretion,  that  Sub-Dealer  is not  meeting  Sub-Dealer
     responsibilities for Tier II Support as described in Schedule D.
o    End User  Information - containing the following  information  for each End
     User:  (i) type of  Handheld;  (ii) State or province in which  Handheld is
     sold;  (iii) when the Handheld  was sold;  and (iv) the zip code of the End
     User;
o    VoiceStream Service Agreement.


<PAGE>

                                 DEALER EXHIBIT

RECITALS

A.   Research In Motion Corporation ("RIM") and VoiceStream Wireless Corporation
     ("VoiceStream")  have entered  into a National  Premiere  Dealer  Agreement
     dated the 1st day of October,  2001, as it may be amended from time to time
     (the "Dealer Agreement");
B.   This Exhibit forms part of the  sub-dealer  agreement  entered into between
     RIM, Sub-Dealer and VoiceStream (the "Sub-Dealer Agreement");
C.   The Sub-Dealer  Agreement  authorizes  Sub-Dealer to act as a sub-dealer of
     RIM to promote,  market,  and sell the Wireless  Service (as defined in the
     Sub-Dealer  Agreement from time to time) in conjunction  with the Equipment
     (as defined in the Sub-Dealer Agreement from time to time); and
D.   Sub-Dealer  and RIM, on or about the time of entering  into the  Sub-Dealer
     Agreement,  will or have also entered into the Sub-Dealer  Supply Agreement
     (the "Supply  Agreement") in order to facilitate the purchase by Sub-Dealer
     from RIM of the Equipment and Software  (described in this Dealer  Exhibit)
     for sale and/or  license by Sub-Dealer in accordance  with the terms of the
     Sub-Dealer Agreement and the Supply Agreement.

Definitions

For the purposes of this Dealer Exhibit, the following defined terms will apply:

"Activation" has the meaning  provided in Exhibit A to the Sub-Dealer  Agreement
from time to time.

"BlackBerry  Rate  Plan"  means  the  BlackBerry   wireless  e-mail  service  or
BlackBerry web browser service for data transmission to the Handheld (defined in
the Supply  Agreement).  For greater clarity,  the BlackBerry Rate Plan does not
include short messaging service (SMS) or voice services.

"End User Ready Form" has the meaning provided in the Supply Agreement.

"New Net  Subscribers"  has the meaning  provided in Exhibit A of the Sub-Dealer
Agreement from time to time.

"Tier I Support" has the meaning provided to it in the Supply Agreement.

"Tier II Support" has the meaning provided to it in the Supply Agreement.

"Wireless  Service"  has the  meaning  provided  in Exhibit A to the  Sub-Dealer
Agreement from time to time.


<PAGE>


1.   PRODUCT AND PRODUCT PRICING

Subject to the Sub-Dealer  complying with the terms of the Sub-Dealer  Agreement
and the Supply  Agreement,  the  following  Products  will be  available  to the
Sub-Dealer at the prices shown below:

----------------------------------------------------------------------
RIM Part Number and Description
----------------------------------------------------------------------
----------------------------------------------------------------------
PRD-03817-002 - BlackBerry 5810, VoiceStream, SIM160
----------------------------------------------------------------------
PRD-03817-003 - BlackBerry 5810, VoiceStream, SIM250
----------------------------------------------------------------------
PRD-03817-004 - BlackBerry 5810, VoiceStream, SIM260
----------------------------------------------------------------------
PRD-03817-005 - BlackBerry 5810, VoiceStream, SIM270
----------------------------------------------------------------------
PRD-03817-006 - BlackBerry 5810, VoiceStream, SIM660
----------------------------------------------------------------------
Less than 200 Handhelds: Price per 5810**
----------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                Handheld with Voice
                                     Handheld with Voice    Handheld with Voice   of $19.95 and up
                                     OR BlackBerry Rate     OR BlackBerry Rate    AND BlackBerry
                                       Plan of $19.95 -      Plan Package of      Rate Plan
                                            $39.94            $39.95 and Up       of $19.95 and Up
----------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                  <C>
MSRP (USD)                                $499.00               $499.00               $499.00
----------------------------------------------------------------------------------------------------
Sub-Dealer Price (USD)*                   $480.04               $480.04               $480.04
----------------------------------------------------------------------------------------------------
Activation Commission to Sub-Dealer
(USD)                                      $50.00               $100.00               $150.00
----------------------------------------------------------------------------------------------------
Commission for Additional Activation, on
SIM Card with existing Airtime Service,
after the original Activation Date.        $50.00                $50.00                N/A
----------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Order Quantity of 200 or more Handhelds: Price per 5810**
-----------------------------------------------------------------------------------------------
                                                                           Handheld with Voice
                                  Handheld with Voice  Handheld with Voice   of $19.95 and up
                                  OR BlackBerry Rate   OR BlackBerry Rate    AND BlackBerry
                                    Plan of $19.95 -    Plan Package of      Rate Plan
                                         $39.94          $39.95 and Up       of $19.95 and Up
-----------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                  <C>
MSRP (USD)                                $499.00          $499.00              $499.00
-----------------------------------------------------------------------------------------------
Sub-Dealer Price (USD)*                   $470.06          $470.06              $470.06
-----------------------------------------------------------------------------------------------
Activation Commission to Sub-Dealer (USD) $50.00           $100.00              $150.00

-----------------------------------------------------------------------------------------------
Commission for Additional Activation, on
SIM Card with existing  Airtime  Service,
after the original Activation Date.      $50.00            $50.00               N/A
-----------------------------------------------------------------------------------------------
</TABLE>

*    The above pricing is only for the items included in End User Ready Form and
     assumes that RIM standard packaging, labelling and shipping terms apply.

**   For orders of one hundred (100) or more Handhelds, orders must be placed in
     multiples  of five (5) PRDs as  Handhelds  may only be  ordered  in  master
     cartons.

1.1 In order to receive  commissions,  the Sub-Dealer must comply with the terms
and conditions of the Sub-Dealer Agreement and the Supply Agreement,  including,
without limitation, Schedule F of the Supply Agreement.

1.2  Commission  will  not be  accrued  or paid to the  Sub-Dealer,  should  the
Sub-Dealer  have amounts due and payable under the  Sub-Dealer  Agreement or the
Supply Agreement.

2. Charge Backs.  Sub-Dealer will be subject to a reduction in the  Sub-Dealer's
Activation  Commission and Commission for Additional Activation by the amount of
any commission earned for an original Activation or Additional Activation should
the  Sub-Dealer's  Subscriber  Deactivate  it's  Wireless  Service  or  if  such
Subscriber's Wireless Service is terminated by the Company or RIM for any reason
or suspended for non-payment  within one hundred and twenty (120) days after the
Activation of such service ("Charge Back").

3.  Accrual  and Charge  Back  Allowance.  Subject to Section 2, RIM will accrue
commissions for New Net Subscribers less a Charge Back Allowance,  at the end of
each calendar month,  and RIM will provide any credit accruing to the Sub-Dealer
for future RIM Products  purchased by Sub-Dealer  sixty (60) days following such


<PAGE>


calendar  month end. The Charge Back  Allowance is equal to five percent (5%) of
the sum of all of the  commissions  earned by the  Sub-Dealer  for the  calendar
month  ("Charge  Back  Allowance").  Sixty (60) days  following  the end of each
calendar month,  RIM will issue a preliminary  summary to the  Sub-Dealer,  in a
form  determined by RIM,  containing  the sum of the  commission and Charge Back
amounts for the specified calendar month.

4. Settlement of Charge Back Allowance.  RIM may choose to provide credit to the
Sub-Dealer  for amounts  accrued as the Charge Back Allowance from time to time.
The timing and amount of such  settlement  will be determined by RIM in its sole
discretion.

5.  Reconciliation.  Sub-Dealer must report any errors or  discrepancies  in the
commission and Charge Back summary provided to the Sub-Dealer by RIM, within ten
(10) days of receipt of such summary.

The Minimum Order Quantity and Lot Size per shipment shall be as follows:
---------------------------------------- ----------- -------------
                                         Minimum     Lot
                                         Order       Size per
                                         Quantity    Part Number
---------------------------------------- ----------- -------------
Less than 100 Handhelds                  1             1
---------------------------------------- ----------- -------------
Greater than 100 Handhelds**             100           5
---------------------------------------- ----------- -------------

A.   SOFTWARE LICENSES AND UPDATES

The fee for Software licenses will be as follows (the column labelled "Discount"
reflects the discount percentage that Sub-Dealer receives on the MSRP, reflected
in the "Sub-Dealer Price" column):

<TABLE>
<CAPTION>
BlackBerry Enterprise Servers
----------------------------------------------------------------------------------------------
RIM Part Number   Description                       MSRP       Discount  Sub-Dealer  Minimum
                                                    (USD)       (%)      Price (USD) Order
                                                                                     Quantity
----------------- --------------------------------- ---------- --------- ----------- ---------
<S>               <C>                               <C>         <C>       <C>          <C>
PRD-03729-021     BlackBerry   Enterprise   Server  $ 999.00    30%       $ 699.00     1
(SME)             for Microsoft Exchange (5 users)

----------------- --------------------------------- ---------- --------- ----------- ---------
PRD-03729-022     BlackBerry   Enterprise   Server  $1749.00    30%       $1225.00     1
(SME)             for   Microsoft   Exchange
                  (10 users)
----------------- --------------------------------- ---------- --------- ----------- ---------
PRD-03729-023     BlackBerry   Enterprise   Server  $2999.00    40%       $1799.00     1
(SME)             for   Microsoft   Exchange
                  (20 users)
----------------- --------------------------------- ---------- --------- ----------- ---------
PRD-03296-002     BlackBerry   Enterprise   Server  $2999.00    40%       $1799.00     1
(SME)             for Lotus Domino (20 users)
----------------- --------------------------------- ---------- --------- ----------- ---------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Client Access Licenses
----------------------------------------------------------------------------------------------------
RIM part number   Description                         MSRP         Discount   Sub-Dealer   Minimum
                                                      (USD)         (%)       Price (USD)  Order
                                                                                           Quantity
----------------- --------------------------------- ------------ ----------- ------------ ----------
<S>               <C>                                 <C>          <C>          <C>         <C>
PRD-02414-001     Client   Access    License   for    $ 490.00      40%         $ 294.00     1
                  BlackBerry Enterprise Server for
                  Microsoft Exchange (10 Users)
                  ("CAL pack") [available only for
                  BlackBerry Enterprise Servers
                  supporting 20 or more
                  User Licenses]
----------------- --------------------------------- ------------ ----------- ------------ ----------
PRD-02414-005     Client      Access       License    $ 490.00      40%         $ 294.00     1
                  BlackBerry Enterprise Server for
                  Lotus Domino (10 Users) ("CAL
                  pack") [available only for
                  BlackBerry Enterprise Servers
                  supporting 20 or more User
                  Licenses]
----------------- --------------------------------- ------------ ----------- ------------ ----------
PRD-03729-003     Client  Access  License  Upgrade    $ 999.00      30%         $ 699.00     1
                  from   5  User   Client   Access
                  Licenses  to  10  Client  Access
                  Licenses   for  the   BlackBerry
                  Enterprise  Server for Microsoft
                  Exchange
----------------- --------------------------------- ------------ ----------- ------------ ----------
PRD-03729-004     Client  Access  License  Upgrade    $2599.00      30%         $1820.00     1
                  from   5  User   Client   Access
                  Licenses  to  20  Client  Access
                  Licenses   for  the   BlackBerry
                  Enterprise  Server for Microsoft
                  Exchange
----------------- --------------------------------- ------------ ----------- ------------ ----------
PRD-03729-005     Client Access  Licenses  Upgrade    $1749.00      30%         $1225.00     1
                  from  10  User   Client   Access
                  Licenses  to  20  Client  Access
                  Licenses   for  the   BlackBerry
                  Enterprise  Server for Microsoft
                  Exchange
----------------- --------------------------------- ------------ ----------- ------------ ----------
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
BlackBerry Software Upgrade Programs ***
-----------------------------------------------------------------------------------------------
RIM Part Number   Description                       MSRP       Discount  Sub-Dealer   Minimum
                                                    (USD) per   (%)      Price (USD)  Order
                                                    year                              Quantity
----------------- --------------------------------- ---------- --------- ------------ ---------
<S>               <C>                               <C>        <C>       <C>          <C>
PRD-02383-002     Software   Upgrade  Program  for  $450.00    40%       $270.00      N/A
                  the    BlackBerry     Enterprise
                  Server  for  Microsoft  Exchange
                  [upgrades server + 20 Handhelds]
----------------- --------------------------------- ---------- --------- ------------ ---------
PRD-02383-004     Software   Upgrade  Program  for  $450.00    40%       $270.00      N/A
                  the    BlackBerry     Enterprise
                  Server    for    Lotus    Domino
                  [upgrades server + 20 Handhelds]
----------------- --------------------------------- ---------- --------- ------------ ---------
PRD-02414-002     Software   Upgrade  Program  for  $ 75.00    40%       $ 45.00      N/A
                  Client   Access   Licenses   for
                  Microsoft  Exchange [upgrades 10
                  Handhelds]
----------------- --------------------------------- ---------- --------- ------------ ---------
PRD-02414-006     Software   Upgrade  Program  for  $ 75.00    40%       $ 45.00      N/A
                  Client   Access   Licenses   for
                  Lotus   Domino    [upgrades   10
                  Handhelds]
----------------- --------------------------------- ---------- --------- ------------ ---------
</TABLE>

<TABLE>
<CAPTION>
One-Time Software Upgrades****
----------------------------------------------------------------------------------------------

RIM Part Number   Description                       MSRP      Discount  Sub-Dealer   Minimum
                                                    (USD)      (%)      Price (USD)  Order
                                                                                     Quantity
----------------- --------------------------------- --------- --------- ------------ ---------
<S>               <C>                               <C>         <C>       <C>          <C>
TBD               One-Time  Software  Upgrade  for  $999.00     40%       $599.00      N/A
                  BlackBerry   Enterprise   Server
                  for Microsoft Exchange
----------------- --------------------------------- --------- --------- ------------ ---------
TBD               One-Time  Software  Upgrade  for  $999.00     40%       $599.00      N/A
                  BlackBerry   Enterprise   Server
                  for Lotus Domino
----------------- --------------------------------- --------- --------- ------------ ---------
TBD               One-Time  Software  Upgrade  for  $ 29.00     40%       $ 17.40      N/A
                  the BlackBerry Desktop Software
----------------- --------------------------------- --------- --------- ------------ ---------
</TABLE>
*** The BlackBerry  Software  Upgrade  Program is available to an End User on an
annual fee basis,  exclusive  of monthly  Service  Access Fees.  The  BlackBerry
Software Upgrade Program provides End Users access to new Software  releases for
one (1) year  from the  time of  purchase.  Access  to the new  Software  may be






<PAGE>

obtained via the  BlackBerry  Software  Upgrade  Program web site,  which may be
updated by RIM in its sole  discretion  from time to time,  or via a  Co-Branded
Site,  if such site exists.  An End User may upgrade a maximum of one (1) server
and twenty  (20)  Handhelds  for every  BlackBerry  Enterprise  Server  Software
Upgrade Program  purchased,  and may upgrade a maximum of ten (10) Handhelds for
every Client Access License Software Upgrade Program  purchased.  Subject to the
foregoing,  an End User shall only be entitled  access to Software  upgrades and
releases  which  are  made  commercially  available  by RIM  after  the End User
purchases the applicable Software Upgrade Program. In no event shall an End User
be entitled to access  Software  upgrades and releases which were released prior
to such End  User's  purchase  of the  applicable  BlackBerry  Software  Upgrade
Program.  For greater clarity any Software  updates or fixes provided as part of
the BlackBerry Software Upgrade Program are licensed and not sold.

**** The One-Time  BlackBerry  Software  Upgrade  Program is based on a one-time
fee.  The upgrade  fee shall be for only a one-time  upgrade  that is  otherwise
available to an End User that  subscribes  to the  BlackBerry  Software  Upgrade
Program and shall be in accordance with the terms of such program.

B.   TIER I AND TIER II SUPPORT PRICES
Sub-Dealer shall pay RIM the following amounts for Tier I Support and/or Tier II
Support provided to Sub-Dealer's End Users or to Sub-Dealer:
------------------------------------------------- -----------------
Fee for each Tier I Support Call received by RIM  $50
------------------------------------------------- -----------------
Fee for each Tier II Support Call received by RIM $50
------------------------------------------------- -----------------

C.   ACCESSORIES
The  following  accessories  will be available to the  Sub-Dealer  at the prices
shown below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
 Description                        RIM Part          MSRP      Lot   Discount       Discount
                                    number (PRD)                size  (Lot- 4999)**  (5000 +)
--------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>        <C>    <C>             <C>
RIM 5810 Plastic Swivel Holster     ACC-03447-002    $ 19.99    20     40%             50%
--------------------------------------------------------------------------------------------------
RIM 5810 Docking/Charging Cradle    ACC-03731-003    $ 59.99    20     40%             50%
--------------------------------------------------------------------------------------------------
RIM 5810 SIM Tray 10 pack           ACC-03818-002    $  1.69    10     40%             50%
--------------------------------------------------------------------------------------------------
RIM 5810 Travel Charger             ACC-03581-001    $ 44.99    20     40%             50%
--------------------------------------------------------------------------------------------------
RIM 5810 Automotive Charger         ACC-03520-001    $ 39.99    20     40%             50%
--------------------------------------------------------------------------------------------------
RIM 5810 Headset                    ACC-03818-001    $ 29.99    20     40%             50%
--------------------------------------------------------------------------------------------------
</TABLE>
**For  quantities of accessory orders placed of less than the Lot size, the MSRP
will apply.

D.   TAXES and other fees
Product prices and service fees do not include associated  shipping and handling
fees (if any), and also do not include any applicable taxes, such as sales taxes
or taxes on goods and services.

This Dealer Exhibit is subject to change in RIM's sole  discretion,  with twenty
(20) days prior written notice to Sub-Dealer.