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                                                                   Exhibit 10.16

                                                      [LOGO OF VERIZON WIRELESS]


                                                             __________USER NAME
Verizon Wireless Contract Accept
In order to submit applications, you must first accept the following contract.

                     BREW(TM) APPLICATION LICENSE AGREEMENT

This BREW(TM) Application License Agreement ("Agreement") is a legally binding
agreement between you and Cellco Partnership d/b/a Verizon Wireless, a Delaware
Partnership, having a place of business at 180 Washington Valley Road,
Bedminster, New Jersey 07921 ("Verizon Wireless"). This Agreement sets forth the
terms and conditions applicable to Verizon Wireless' reproduction and
distribution of any of the BREW(TM) software applications developed by you and
posted on the online BREW(TM) Catalog maintained by Qualcomm, Incorporated
("Applications"). Capitalized terms used herein, but not defined herein, shall
have the same meaning ascribed to them in the agreement between you and
Qualcomm, Incorporated related to the Applications ("BREW(TM) Developer
Agreement").

1. License Grant.

          1.   License. You hereby grant to Verizon Wireless a North American,
               assignable, non-exclusive, royalty-free license to: (i) copy,
               reproduce, display and perform all Applications on the Carrier
               Catalog, in object code format only, including all related
               documentation; and (ii) exploit, use, distribute, transmit,
               sublicense, transfer and assign an unlimited number of copies of
               all Applications to end users, in object code format only,
               including all related documentation. With respect to each
               Application, the foregoing license shall commence on the date the
               Application is downloaded into the Carrier Catalog and will
               terminate on the earlier of (a) the date the Application is
               removed from the Carrier Catalog, or (b) the date of termination
               of this Agreement. No such removal or termination will terminate
               an end user's rights or licenses to continue to use those
               Applications that were downloaded by the end user prior to such
               removal or termination. All rights not granted in this Agreement
               are hereby reserved by you.

<PAGE>


          2.   License Restrictions. Except to the extent permitted by this
               Agreement or by applicable law, Verizon Wireless agrees not to:
               (i) copy, reproduce, display, perform, exploit, use, distribute,
               transmit, sublicense, transfer or assign the Applications; (ii)
               decompile, reverse engineer, disassemble or modify the
               Applications; or (iii) remove, efface or obscure any copyright or
               other proprietary notices or legends from the Applications.

          1.3 Verizon Wireless Property and Rights. You hereby acknowledge and
     agree that nothing in this Agreement grants to you a right or license in
     any patents, copyrights, trade secrets, trademarks, logos or other property
     or rights of Verizon Wireless.

2. Removal of Applications from the Carrier Catalog.

     1.   Removal Request. Under the BREW(TM) Developer Agreement, you may
          request, in writing, the removal of an Application(s) from the
          BREW(TM) Catalog. Any such Application(s) will be removed from the
          Carrier Catalog at the same time that such Application(s) is removed
          from the BREW(TM) Catalog. You acknowledge and agree, however, that
          such Application(s) will not be removed from the Carrier Catalog, even
          if you ask Verizon Wireless to remove such Application(s), until such
          time as the Application(s) is removed from the BREW(TM) Catalog.
          Although such removal will terminate this Agreement with respect to
          the Application(s), you also agree and acknowledge that the removal of
          an Application(s) from the Carrier Catalog will not terminate an end
          user's rights or licenses to continue to use such Application(s) if
          the Application(s) was downloaded by the end user prior to removal.

<PAGE>

     2.   Removal by Verizon Wireless. Verizon Wireless may at any time, at its
          sole discretion and for any reason, remove an Application(s) from the
          Carrier Catalog. Although such removal will terminate this Agreement
          with respect to the Application(s), you acknowledge and agree that the
          removal of an Application(s) by Verizon Wireless from the Carrier
          Catalog will not terminate an end user's rights or licenses to
          continue to use such Application(s) if the Application(s) was
          downloaded by the end user prior to removal.

3. The DAP.

     1.   Payments by Qualcomm, Incorporated. You recognize and acknowledge that
          all payments made to you by Qualcomm, Incorporated under the BREW(TM)
          Developer Agreement constitute a "pass through" payment of any and/or
          all amounts which may be owed to Qualcomm, Incorporated by Verizon
          Wireless for any/all Applications downloaded from the Carrier Catalog
          by end users. Further, you recognize and acknowledge that you only
          will be entitled to receive payments from Qualcomm, Incorporated under
          the BREW(TM) Developer Agreement if, through the efforts of Verizon
          Wireless, end users download the Applications from the Carrier
          Catalog. Nonetheless, you recognize and acknowledge that all payments
          made by Qualcomm, Incorporated to you, any failure by Qualcomm,
          Incorporated to make such payments and/or any disputes over such
          payments will be governed exclusively by the BREW(TM) Developer
          Agreement. VERIZON WIRELESS BEARS NO RESPONSIBILITY OR LIABILITY TO
          YOU FOR ANY SUCH PAYMENTS, FAILURE TO MAKE SUCH PAYMENTS AND/OR
          DISPUTES CONCERNING SUCH PAYMENTS.

     2.   Establishing the DAP. You and Verizon Wireless may choose from time to
          time to discuss and negotiate a DAP for one or more Applications. If
          you and Verizon Wireless negotiate a DAP for one or more Applications,
          you must submit a pricing template(s) for the Application(s) in
          accordance with the BREW(TM) Developer Agreement.

     3.   No Payments. Notwithstanding the description of payments in this
          Section 3 (The DAP), no payments will be made by one party to the
          other under this Agreement.

<PAGE>

     4.   Charges to End Users. You acknowledge and agree that the fees charged
          by Verizon Wireless to end users for their use of the wireless
          communications services needed to download the Applications, as well
          as the fees charged end users for downloading the Applications, will
          be determined by Verizon Wireless in its sole discretion. You also
          acknowledge and agree that Verizon Wireless alone will be responsible
          for billing end users, as well as for all associated collection
          activity, for such fees.

          3.5 Free Demonstration. For each Application on the Carrier Catalog,
          you agree to provide a demonstration version of the Application that
          end users may download free of charge to view and/or trial. Verizon
          Wireless will not charge a fee to end users for downloading the
          demonstration version of any Application, although end users may be
          charged for use of the; wireless communications services needed to
          download the demonstration version of an Application, and the DAP for
          the demonstration version of each Application will be set at zero. The
          duration of the demonstration version of each Application, as well as
          the included functionality, will be determined by you in your sole
          discretion, but the demonstration version of every Application must
          accurately replicate the experience of end users who pay to download
          the Application.

     4.   Limitation of Obligations. You are under no obligation under this
          Agreement to develop any Applications, post any Applications on the
          BREW(TM) Catalog or keep any Applications posted on the BREW(TM)
          Catalog. Verizon Wireless is under no obligation under this Agreement
          to download into the Carrier Catalog any Applications, market any
          Applications downloaded into the Carrier Catalog to end users or
          ensure that end users download any Applications.

     5.   Ownership. Subject to the licenses granted in this Agreement, and the
          BREW(TM) End User License Agreement, you are and will remain the owner
          of all right, title and interest in and to each Application, including
          all intellectual property rights therein.

<PAGE>

     6.   Service Level Agreement. You agree to comply with the applicable
          performance obligations set forth in the service level agreement
          ("Service Level Agreement") attached hereto as Exhibit A with respect
          to any and all Applications that utilize the BREW(TM) API-labled
          I-SOCKET. The terms of the Service Level Agreement are incorporated
          herein by reference. In the event of any conflicts between the terms
          of this Agreement and the Service Level Agreement, the express terms
          of the Service Level Agreement shall govern and control solely with
          respect to the subject matter in conflict.

     7.   Representations and Warranties.

          1.   No Viruses. You represent and warrant to Verizon Wireless that
               each Application will be free from code that: (i) might disrupt,
               disable, harm or otherwise impede the operation of any software,
               firmware, hardware, wireless communications device, computer
               system or network; and/or (ii) would enable you or anyone else to
               access the Application for any reason unless permitted by this
               Agreement. Verizon Wireless may pursue any rights in law or at
               equity to remedy any harm caused by any Application that violates
               this Section 7.1 (No Viruses).

     2.   Application Representation and Warranty. Each Application will be
          deemed accepted by Verizon Wireless at the time it is downloaded into
          the Carrier Catalog. You represent and warrant to Verizon Wireless
          that, for as long as an Application remains on the Carrier Catalog,
          the Application will perform in accordance with applicable
          documentation and standards, including, without limitation, the
          specifications for True BREW(TM) Certification and any specifications
          posted by Verizon Wireless on the extranet maintained for developers
          of Applications ("Extranet"). In the event Verizon Wireless believes
          that this representation and warranty is breached, it will provide
          written notice to you and, within 10 days, you will: (i) repair the
          Application so as to bring its performance into conformity with
          applicable documentation and standards; or (ii) replace the
          Application with a version of the Application that performs in
          accordance with applicable documentation and standards. To the extent
          neither (i) nor (ii) above is commercially feasible, Verizon Wireless
          will remove the Application from the Carrier Catalog, and this
          Agreement then will terminate with respect to the Application. No such
          removal and termination will terminate an end user's rights or
          licenses to continue to use Applications downloaded by the end user
          prior to such removal or termination. THE FOREGOING WILL BE VERIZON
          WIRELESS' SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THE
          FOREGOING REPRESENTATION AND WARRANTY. THIS LIMITATION OF REMEDY DOES
          NOT APPLY TO ANY APPLICATION THAT VIOLATES SECTION 7.1 (NO VIRUSES).

<PAGE>

     3.   Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET
          FORTH IN THIS AGREEMENT, NEITHER YOU NOR VERIZON WIRELESS MAKE ANY
          OTHER REPRESENTATIONS OR WARRANTIES. EACH PARTY EXPRESSLY DISCLAIMS
          ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR
          STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
          MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.   Indemnification.

     1.   Indemnification. You hereby agree to defend, indemnify and hold
          harmless Verizon Wireless and all end users (each an "Indemnified
          Party") against any and all claims, demands, causes of action,
          damages, costs, expenses, penalties, losses and liabilities, whether
          under a theory of negligence, strict liability, contract or otherwise,
          incurred or to be incurred by an Indemnified Party, including, but not
          limited to, reasonable attorneys' fees, arising out of, resulting from
          or related to any copying, reproduction, display, performance,
          exploitation, use, distribution, transmission, sublicensing, transfer
          or assignment of an Application(s) or related documentation permitted
          under this Agreement that allegedly causes harm or causes an
          infringement of any patent, copyright, trademark, trade secret or
          other property rights of one or more third parties arising in any
          jurisdiction throughout the world. Verizon Wireless agrees to provide
          you with written notice of any claim subject to indemnification,
          allowing you to have sole control of the defense of such claim and any
          resulting disposition or settlement of such claim; provided, however,
          that Verizon Wireless may participate in the defense of a claim at its
          own expense. Any disposition or settlement of a claim that imposes any
          liability on or affects the rights of Verizon Wireless will require
          the prior written consent of Verizon Wireless.

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     2.   Limited Remedies. If you determine that an Application becomes, or is
          likely to become, the subject of an infringement claim or action, you
          may: (i) procure, at no cost to Verizon Wireless, the right to
          continue distributing and/or sublicensing such Application or any
          portion thereof; or (ii) replace or modify the Application, or any
          portion therefore, to render it non-infringing, provided the replaced
          or modified version of the Application performs in accordance with
          applicable documentation and standards and passes True BREW(TM)
          Certification. Alternatively, if neither (i) nor (ii) above are
          commercially feasible, Verizon Wireless will remove the Application
          from the Carrier Catalog, and this Agreement then will terminate with
          respect to such Application. No such removal and termination will
          terminate an end user's rights or licenses to continue to use
          Applications downloaded by the end user prior to such removal or
          termination.

     3.   Exceptions. You will have no liability under this Section 8
          (Indemnification) for any claim or action where such claim or action
          would have been avoided but for modifications to an Application, or
          any portion thereof, made by Verizon Wireless or an end user in
          violation of this Agreement. Similarly, you will have no liability
          under this Section 8 (Indemnification) for any claim or action where
          such claim or action would have been avoided but for the combination
          or use of an Application, or any portion thereof, with other products,
          processes or materials not supplied by you if such combination or use
          was not intended or anticipated.

     4.   Sole Remedy. The obligations and remedies set forth in this Section 8
          (Indemnification) shall be the sole and exclusive remedies of Verizon
          Wireless with regard to an Application's infringement of third party
          patent, copyright, trademark, trade secret or other property rights.

<PAGE>

     9. Liability Limitations.
          1.   No Consequential Damages. EXCEPT FOR THE OBLIGATIONS AND
               LIABILITIES ARISING UNDER SECTION 8 (INDEMNIFICATION) OR A BREACH
               OF SECTION 1.2 (LICENSE RESTRICTIONS) OR SECTION 7.1 (NO
               VIRUSES), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
               PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN
               CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, FOR ANY
               CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE
               OR STATUTORY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF
               DATA, REVENUES, BUSINESS OR PROFITS. THE PARTIES ACKNOWLEDGE AND
               AGREE THAT THE LIMITATIONS CONTAINED IN THIS SECTION 9 (LIABILITY
               LIMITATIONS) APPLY REGARDLESS OF WHETHER THEY WERE ADVISED OF OR
               WERE AWARE OF THE POSSIBILITY OF THE DAMAGES SET FORTH IN THE
               PRECEDING SENTENCE.

          2.   Limits on Liability. EXCEPT FOR THE OBLIGATIONS AND LIABILITIES
               ARISING UNDER SECTION 8 (INDEMNIFICATION) OR A BREACH OF SECTION
               1.2 (LICENSE RESTRICTIONS) OR SECTION 7.1 (NO VIRUSES), IN NO
               EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF EITHER PARTY TO
               THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF
               ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN
               TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS
               RECEIVED BY YOU FOR THE APPLICATIONS DISTRIBUTED BY VERIZON
               WIRELESS TO END USERS.

          3.   Other. THE LIMITATIONS SET FORTH IN THIS SECTION 9 (LIABILITY
               LIMITATIONS) SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT
               PERMITTED BY APPLICABLE LAW, RULE AND REGULATION, NOTWITHSTANDING
               THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET
               FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT
               THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND
               FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS
               SECTION 9 (LIABILITY LIMITATIONS) ARE AN ESSENTIAL BASIS OF THE
               BARGAIN BETWEEN THE PARTIES.

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     10. Term and Termination.

          1.   Term. This Agreement will become effective with respect to each
               Application on the date Verizon Wireless downloads the
               Application into the Carrier Catalog, and will remain in effect
               until terminated as provided in this Agreement.

          2.   Termination. Verizon Wireless may terminate this Agreement with
               respect to any or all Applications, with or without cause, by
               removing the Applications from the Carrier Catalog. Upon
               termination of this Agreement, Verizon Wireless agrees to cease
               permitting end users, or any other persons, to download the
               subject Applications. Further, this Agreement will terminate with
               respect to any or all Applications on the date such Applications
               are removed from the BREW(TM) Catalog, as well as the Carrier
               Catalog, in accordance with the BREW(TM) Developer Agreement and
               this Agreement. You acknowledge and agree that the termination of
               this Agreement with respect to an Application does not terminate
               the rights or licenses of an end user to continue to use the
               Application if the Application was downloaded by the end user
               prior to termination.

          3.   Survival. Upon termination of this Agreement, the following
               provisions will survive termination: (i) Section 5 (Ownership);
               (ii) Section 8 (Indemnification); (iii) Section 9 (Liability
               Limitations); (iv) Section 10 (Term and Termination); and (v)
               Section 11 (General).

     11. General.

          1.   Dispute Resolution. Any claim or controversy arising out of or
               relating to this Agreement will be settled by an independent
               arbitration administered by the American Arbitration Association
               under the Wireless Industry Arbitration rules as modified by this
               Agreement. The arbitration shall occur before a single, neutral
               arbitrator and, in rendering a decision, the arbitrator shall
               apply the substantive law of the State of New York. The decision
               of the arbitrator shall be enforceable in the Federal District
               Court for the district where the arbitration is held.

<PAGE>

          2.   Advertising. You agree not to place advertisements on any
               Application, whether advertisements for other Applications or
               third party advertisements, without the prior written consent of
               Verizon Wireless.

          3.   End User Information. You agree not to use, copy or disclose, for
               any purpose other than to perform your obligations under this
               Agreement, any personally identifiable information about end
               users that you gather as a result of their download or use of the
               Applications.

          4.   Publicity and Confidentiality. You may not issue any marketing or
               other communications intended for public disclosure, including,
               without limitation, press releases, advertisements and websites,
               that reference Verizon Wireless or use the Verizon Wireless logo
               without the prior written consent of Verizon Wireless unless
               specifically permitted by the publicity guidelines posted by
               Verizon Wireless on the Extranet. Further, you agree that the
               terms and conditions of this Agreement are the confidential and
               proprietary information of Verizon Wireless, and that you will
               not disclose such information to any third party without the
               prior written consent of Verizon Wireless. This obligation of
               confidentiality will continue for the longer of: (i) five (5)
               years from the effective date hereof; or (ii) for as long as this
               Agreement is in effect, plus an additional two (2) year period
               thereafter.

               11.5 Export Control Compliance. Verizon Wireless agrees that it
               will not export or re-export any Applications, or any portions of
               thereof, in any form in violation of the laws, rules and
               regulations of the United States or any other jurisdiction or
               country without the appropriate United States and foreign
               government export or import licenses or other official
               authorization.

          6.   Government Legend. Both parties acknowledge and agree that the
               Applications are "commercial computer software" as defined in
               DFARS 252.227 7014, and that they have been developed exclusively
               at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and
               their successors, as applicable, all use, reproduction and
               disclosure of the Applications is governed by this Agreement.

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          7.   Severability. In the event any provision of this Agreement is
               found to be invalid, illegal or unenforceable, the validity,
               legality and enforceability of any of the remaining provisions
               shall not in any way be affected or impaired, and a valid, legal
               and enforceable provision of similar intent and economic impact
               shall be substituted therefore.

          8.   Waiver. The failure by either party to require the performance of
               the other party under any provision of this Agreement will not
               affect the right of such party to require performance under said
               provision at any time thereafter. Nor will waiver by either party
               of a breach of any provision of this Agreement be taken or held
               to be a waiver of the provision itself.

               11.9 Construction. The headings and captions of this Agreement
               are inserted only for convenience and identification and are in
               no way intended to define, limit or expand the scope and/or
               intent of this Agreement.

               11.10 Relationship of Parties. You and Verizon Wireless are
               independent contractors under this Agreement, and nothing herein
               shall establish any relationship of partnership, joint venture,
               employment, franchise or agency between you and Verizon Wireless.
               Neither you nor Verizon Wireless shall have the power to bind the
               other or incur obligations on the other's behalf without the
               other's prior written consent.

          11.  Assignment. Verizon Wireless may assign this Agreement in whole
               without your consent, but you may not assign this Agreement in
               whole or in part without the prior written consent of Verizon
               Wireless. This Agreement will bind and inure to the benefit of
               the respective successors and permitted assigns of Verizon
               Wireless.

<PAGE>

               11.12 Compliance with Laws. Both parties agree to comply with all
               applicable laws, rules and regulations in connection with their
               activities under this Agreement.

               11.13 Governing Law. This Agreement is governed by the laws of
               the State of New York, without regard to its conflict of law
               principles. The United Nations Convention on Contracts for Sale
               of International Goods does not apply to this Agreement.

               11.14 Notices. All notices required by this Agreement must be in
               writing and delivered, via United States mail, postage prepaid,
               courier or facsimile to the other party as agreed to by the
               parties. Notice will be deemed effective upon receipt.

                    1.   Entire Agreement and Amendment. This Agreement
                         completely and exclusively states the agreement between
                         you and Verizon Wireless regarding its subject matter.
                         This Agreement supersedes and replaces all prior or
                         contemporaneous understandings, representations,
                         agreements or other communications between you and
                         Verizon Wireless, whether oral or written, regarding
                         its subject matter. No modification of this Agreement
                         will be valid except in writing signed by you and
                         Verizon Wireless.

                                    Exhibit A

                             Service Level Agreement

This Service Level Agreement is Exhibit A to the BREW(TM) Application License
Agreement between you and Verizon Wireless.

I. Help Desk Technical Support

Upon reasonable request, whether initiated via telephone, facsimile or fax, you
will provide technical support services to designated contacts at Verizon
Wireless ("Help Desk Technical Support"). Help Desk Technical Support will
include, but is not limited to, consultation on the operation and utilization of
the Applications and problem resolution for failures of the Applications as
reported by Verizon Wireless. All Help Desk Technical Support will be provided
by you.

<PAGE>

II. End User Technical Support

As set forth below, you will use commercially reasonable efforts to provide
technical and service related support to designated contacts at Verizon Wireless
regarding end users who download one or more of the Applications from the
Carrier Catalog on a 24 hours a day, seven (7) days a week basis by both
telephone and electronic mail ("End User Technical Support"). End User Technical
Support will include, but is not limited to, the functions set forth below.
     .  Establishment and maintenance of a toll free telephone number for
        designated contacts at Verizon Wireless to call to obtain End User
        Technical Support.
     .  Establishment and maintenance of an electronic mail address specifically
        for designated contacts at Verizon Wireless to write to obtain End User
        Technical Support.
     .  Answering the toll free telephone number with a standard, professional
        support greeting.
     .  Answering all messages sent to the electronic mail address using a
        standard, professional format.
     .  Troubleshooting of World Wide Web connection problems when brought to
        your attention by designated contacts at Verizon Wireless in calls to
        the toll free telephone number or in messages to the electronic mail
        address.
     .  Provide basic assistance on navigation and use of the Applications when
        requested by designated contacts at Verizon Wireless in calls to the
        toll free telephone number or in messages to the electronic mail
        address.
     .  Assist with registration, password and user profile issues, in
        situations where proper operation and use of the Applications is
        dependent on those issues, when requested in calls to the toll free
        telephone number or in messages to the electronic mail address.
     .  Log all calls to the toll free telephone number and all messages to the
        electronic mail address, each a Problem Action Request ("PAR"), and keep
        records of those logs for at least two (2) years.
     .  Conduct ongoing testing of the Applications to proactively troubleshoot
        and resolve problems.

<PAGE>

III. PARS

The response to PARs will be determined by the severity of the problem reported
by Verizon Wireless. You and Verizon Wireless will assign trouble severity based
on the codes set forth in the following table ("Severity Code").

--------------------------------------------------------------------------------
Severity  Description                          Maximum   Minimum    Initial
Code                                           Restoral  Status     Response
                                               Time      Intervals  Time
--------------------------------------------------------------------------------
1         A Severity Code 1 PAR shall be       1 hour    1 hour     30 minutes
          defined as a "Critical problem"
          when the problem with the
          Application(s) causes:

          . a complete outage of a product or
          service; or

          . a reoccurring temporary outage of
          a product or service; or

          . data loss or corruption; or

          . critical job/data integrity
          defect.

          Example: 404 Error on a top two (2)
          tier service category.







<PAGE>

2         A Severity Code 2 PAR shall be       6 hours   1 hours    60 minutes
          defined as a "Major Problem" when
          the problem with the Application(s)
          causes:
          . severe or moderate degradation of
          the capability of the
          Application(s); or
          . materially different performance
          of essential features and functions
          of the Application(s) from those
          normally experienced by end users;
          or
          . an inability to service end user
          help requests related to the
          Application(s); or
          . a failure of non-essential
          features or functions of the
          Application(s); or
          . a failure that requires ongoing
          intervention by Verizon Wireless to
          maintain the Application(s).

          Example: End users receive "compile
          error" messages when attempting to
          read a news item.

<PAGE>

3         A Severity Code 3 PAR shall be       48 hours  1 day      2 hours
          defined as a "Minor Problem" when
          the problem with the Application(s)
          causes:
          . minimal degradation of an end
          user experience; or
          . materially different performance
          of non-essential features and
          functions of the Application(s)
          from those normally experienced by
          end users.
          Example: Service personnel must
          manually log on to site with the
          user name and password

1. Third Party Interaction
   -----------------------

To the extent necessary, you will interface with third party software, hardware,
content and/or application providers used by you to establish, maintain and/or
provide the Applications to Verizon Wireless for distribution to end users. In
connection with Help Desk Technical Support and End User Technical Support,
Verizon Wireless will not be handed off to such third parties for any reason.

<PAGE>

2. PAR Initiation and Tracking
   ---------------------------

Severity assessment of PARs shall be assigned by the party detecting the problem
and communicating the problem to the other party. In addition, PARs shall be
tracked via a common issue number. Both parties shall agree on the severity
assessment and issue number in the initial communication regarding each PAR.

Both you and Verizon Wireless will communicate about PARs though a single
support telephone number. Such telephone numbers will be exchanged at the time
that this Agreement becomes effective, and they will be staffed 24 hours a day,
seven (7) days a week. A root cause analysis of each PAR will be provided by you
within five (5) days for all Severity Code 1 and Severity Code 2 PARs. Further,
you will provide a written event assessment within 24 hours of the resolution of
all PARs.

3. Escalations
   -----------

Escalations shall occur if response times, status intervals, initial response
times or post-event documentation times are not met. You and Verizon Wireless
shall exchange escalation contacts and their numbers through the Vice President
level at the time that this Agreement becomes effective.

4. Upgrade Coordination
   --------------------

You will give Verizon Wireless at least 24 hours written notice of the
installation of any new software releases related to one or more of the
Applications, as well as the installation of any new hardware related to one or
more of the Applications. Included in the notice will be any expected changes to
the Applications.

5. Maintenance
   -----------

Scheduled downtime for the Applications shall not exceed two (2) hours and shall
not occur during normal working hours.


<PAGE>

IV. Service Levels

You will ensure that the performance and availability of each of the
Applications is monitored on a continuous, 24 hours a day, seven (7) days a week
basis. This monitoring shall encompass the performance and availability of the
underlying network within your span of control, any and all servers used to
provide and support the Applications, disk space utilization and Internet
connectivity. Further, you will ensure that each of the Applications is
available for end users to download from the Carrier Catalog, as well as for use
by end users after download, on average 99.0% of the time during each calendar
month. This excludes scheduled maintenance periods.

You will ensure that each transaction related to each of the Applications will
complete within five (5) seconds or less, on average, excluding network transfer
time. This metric shall be attained at least 90.0% of the time on a weekly
basis.

The network between your hardware and software, on the one hand, and the
Internet, on the other hand, will be configured such that no single component
failure will significantly impact the availability or performance of the
Applications. This network will be sized such that no single connection runs at
more than 70.0% average utilization for a five (5) minute peak period each day.

V. Reporting

You are responsible for reporting to Verizon Wireless on a monthly basis your
actual performance against each of the service levels set forth in Section IV.
above. The parties will mutually agree on the precise content, format and method
for delivering these reports at the time this Agreement becomes effective. On a
monthly basis, you will provide a report reflecting the uptime (as a percentage)
and response time of the web servers that are serving the Applications. If there
are any outages as defined in Section III. above, you will provide a written
explanation, including, without limitation, the length of the outage, reason for
the outage and the corrective action taken, of the outage and the resolution.

VI. Non-Performance

If you fail to meet one or more of the service levels set forth in Section IV.
above, Verizon Wireless either may (a) give you written notice along with 30
days to cure the non-performance or (b) terminate this Agreement in accordance
with Section 10 of this Agreement.

<PAGE>

VII. Changes to Service Levels

Upon mutual, written agreement, you and Verizon Wireless may change the service
levels set forth herein from time to time.

This is version number 1.2 of the contract.
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[ ] I accept the Verizon Wireless Terms and Conditions