Exhibit 10.36

                        SETTLEMENT AND LICENSE AGREEMENT

     This is a  Settlement  and License  Agreement  (hereinafter  referred to as
"Agreement")  dated this 28th day of December,  2000 (the "Effective  Date"), by
and between Openwave Systems Inc., a Delaware  corporation  having its principal
place of  business at 800  Chesapeake  Drive,  Redwood  City,  California  94063
("Openwave"),  and Geoworks Corp., a Delaware  corporation  having its principal
place  of  business  at  960  Atlantic   Avenue,   Alameda,   California   94501
("Geoworks").

                                   BACKGROUND

     WHEREAS,  Openwave and Geoworks are adverse  parties in Case No. C 00-01440
MHP (JL)  pending  in the U.S.  District  Court  for the  Northern  District  of
California  (the  "California   Action")  involving  United  States  Patent  No.
5,327,529; and

     WHEREAS,  Openwave and Geoworks are adverse  parties in  Investigation  No.
337-TA-436 pending in the United States International Trade Commission (the "ITC
Action") involving United States Patent No. 5,327,529; and

     WHEREAS,  Openwave and Geoworks each desire to resolve all disputes between
them in the California  Action and the ITC Action  (collectively,  the "Disputed
Actions"); and

     WHEREAS,  Openwave and Geoworks each desire to establish a  cross-licensing
relationship between them.

     NOW, THEREFORE,  for and in consideration of the parties agreeing to settle
and resolve the Disputed Actions, the mutual covenants and promises expressed in
this  Agreement,  and other good and  valuable  consideration,  the  receipt and
sufficiency of which are acknowledged, the parties agree as follows:

1.       DEFINITIONS

     The following terms shall have the meaning assigned to each in this Section
1, unless otherwise specified.

     1.1 The term "Geoworks" shall mean Geoworks Corp. and its Subsidiaries. The
term "Geoworks" shall specifically exclude any Person,  corporation,  company or
other entity that  acquires  Geoworks  Corp.,  and any  Subsidiaries  of such an
acquiring party;  the rights,  obligations and status of such an acquiring party
are specifically addressed in Section 7.2 below.

     1.2  The  term  "Openwave"   shall  mean  Openwave  Systems  Inc.  and  its
Subsidiaries.  The  term  "Openwave"  shall  specifically  exclude  any  Person,
corporation,  company or other entity that acquires  Openwave  Systems Inc., and
any Subsidiaries of such an acquiring party; the



<PAGE>


rights,  obligations  and  status of such an  acquiring  party are  specifically
addressed in Section 7.2 below.

     1.3 The  term  "Geoworks  Licensed  Patents"  means:  (a) U.S.  Patent  No.
5,327,529;  and (b) one other United States patent, to be designated (by written
notice in the manner  prescribed  in Section 8.10) by Openwave  within  eighteen
(18) months of the Effective Date of this Agreement, owned, in whole or in part,
or able  without the payment of  consideration  to be assigned or  licensed,  by
Geoworks as of the  Effective  Date or within  eighteen  (18)  months  after the
Effective  Date.  The  Geoworks  Licensed  Patents  shall  include any  reissue,
continuation,   continuation-in-part,   reexamination   or   divisional  of  the
aforementioned  patents,  and all foreign  counterpart  patents and  counterpart
applications thereto and all other patents that claim priority from the Geoworks
Licensed Patents..

     1.4 The  term  "Openwave  Licensed  Patents"  means:  (a) U.S.  Patent  No.
6,138,158; and, (b) one other United States patent, to be designated (by written
notice in the manner  prescribed  in Section 8.10) by Geoworks  within  eighteen
(18) months of the Effective Date of this Agreement, owned, in whole or in part,
or able  without the payment of  consideration  to be assigned or  licensed,  by
Openwave  on the  Effective  Date or  within  eighteen  (18)  months  after  the
Effective  Date.  The  Openwave  Licensed  Patents  shall  include any  reissue,
continuation,   continuation-in-part,   reexamination   or   divisional  of  the
aforementioned  patents,  and all foreign  counterpart  patents and  counterpart
applications thereto and all other patents that claim priority from the Openwave
Licensed Patents..

     1.5  The  term  "Licensed  Patents"  refers  collectively  to the  Geoworks
Licensed Patents and the Openwave Licensed Patents.

     1.6 The term  "Licensed  Products"  means any  present  or future  products
(including  services) or devices,  or  components  thereof,  made,  used,  sold,
offered for sale,  leased,  transferred,  or imported  into the United States by
Geoworks or Openwave.

     1.7 The  term  "Person"  means  an  individual,  corporation,  partnership,
association, trust or other entity however described.

     1.8 The term  "Customer"  means any Person,  business or  corporation,  and
their  respective  officers,   directors,   agents  and  employees,   and  their
successors,  heirs and legal representatives,  that purchased or purchases, used
or uses, or sold or sells, either of the parties' Licensed Products,  regardless
of whether such products are purchased directly or indirectly from the parties.

     1.9 The term  "Subsidiary"  means, as applied to any Person, a corporation,
company,  or other  entity:  (i) of which more than fifty  percent  (50%) of the
outstanding  shares or  securities  (other than  directors'  qualifying  shares)
having  ordinary  voting power to elect a majority of its board of directors (or
other governing body), regardless of the existence at the time of a right of the
holders of any class or  classes  (however  designated)  of  securities  of such
corporation  to exercise  such voting  power by reason of the  happening  of any
contingency, are, now or hereafter, owned or controlled, directly or indirectly,
by such Person, but such corporation, company, or

<PAGE>

other entity shall be deemed to be a Subsidiary  only so long as such  ownership
or control exists; or (ii) which does not have outstanding  shares or securities
but more than fifty percent (50%) of whose ownership  interest  representing the
right to make the decisions for such  corporation,  company or other entity are,
now or hereafter,  owned or controlled,  directly or indirectly, by such Person,
but  such  corporation,  company,  or  other  entity  shall  be  deemed  to be a
Subsidiary  only  so  long  as  such  ownership  or  control  exists.  The  term
"Subsidiary"  shall apply to any Person,  corporation,  company or other  entity
which is a Subsidiary as of the Effective Date or becomes a Subsidiary after the
Effective Date and prior to the expiration of the last to expire of the Licensed
Patents.

     1.10  The  term  "Commercialized  Product"  means a  product  that has been
released to third parties for commercial purposes, or for public or beta testing
in the context of overall product development.

2. DISPOSITION OF DISPUTED ACTIONS

     2.1 Within five (5) days of the Effective Date of this Agreement,  Geoworks
and Openwave  agree to dismiss with  prejudice all claims  against each other in
the California Action, sign a stipulation of dismissal, through their respective
counsel, in the form of the order attached hereto as Exhibit A, and release each
other,  now and forever,  subject to the terms and conditions of this Agreement,
from all claims and defenses made in the California Action.

     2.2 Geoworks and Openwave shall cooperate to take all actions  necessary to
cause the ITC Action  promptly  to be  terminated  with  prejudice  as among the
parties and Sanyo, including, without limitation, promptly filing a Joint Motion
for Termination by Settlement  pursuant to 19 C.F.R. ss. 210.21(b),  in the form
attached hereto as Exhibit B.

     2.3 Geoworks  and  Openwave  shall each bear their own costs and legal fees
associated with the Disputed  Actions,  and neither  Geoworks nor Openwave shall
file, or cause to file,  any action or  proceeding  against the other to recover
any costs or legal fees associated with the Disputed Actions.


3. LICENSE GRANTS

     3.1  Geoworks  License  Grant.  Geoworks  hereby  grants  Openwave  a fully
paid-up, irrevocable, perpetual, royalty-free,  worldwide, non-exclusive license
under the Geoworks Licensed Patents:

          (a) to make, use, offer for sale, sell,  lease,  import,  or otherwise
          transfer Openwave Licensed Products; and

          (b) to have Openwave  Licensed  Products made by a third party for the
          use, offer for sale, sale, lease,  importation,  and/or other transfer
          by Openwave ("Openwave's have-made rights"), but only by third parties
          acting exclusively for

<PAGE>

          Openwave with respect to such Openwave  Licensed Products who sell all
          such Openwave Licensed Products so made to Openwave and who are deemed
          to have no other rights pursuant to this Agreement.

     3.2 Geoworks  Covenant Not to Sue.  Geoworks hereby agrees that it will not
sue Openwave,  its Subsidiaries,  Customers,  or licensees,  or the Customers or
licensees of its Subsidiaries, for:

          (a) infringement of any claim of the Geoworks  Licensed  Patents:  (i)
          arising  from the  manufacture,  use,  sale,  offer for  sale,  lease,
          import, or other transfer of any Openwave Licensed  Products;  or (ii)
          arising  from the  manufacture,  use,  sale,  offer for  sale,  lease,
          import, or other transfer of any products  developed using an Openwave
          Licensed  Product,  or for which  material  functionality  is obtained
          through the incorporation of an Openwave Licensed product; and/or

          (b)  infringement of any claim of a Geoworks patent that has issued on
          or before the Effective Date, arising from the manufacture, use, sale,
          offer  for  sale,  lease,  import or other  transfer  of any  Openwave
          Commercialized Product.

     3.3  Openwave  License  Grant.  Openwave  hereby  grants  Geoworks  a fully
paid-up, irrevocable, perpetual, royalty-free,  worldwide, non-exclusive license
under the Openwave Licensed Patents:

          (a) to make, use, offer for sale, sell,  lease,  import,  or otherwise
          transfer Geoworks Licensed Products; and

          (b) to have Geoworks  Licensed  Products made by a third party for the
          use, offer for sale, sale, lease,  importation,  and/or other transfer
          by Geoworks ("Geoworks' have-made rights"),  but only by third parties
          acting exclusively for Geoworks with respect to such Geoworks Licensed
          Products  who sell  all such  Geoworks  Licensed  Products  so made to
          Geoworks and who are deemed to have no other  rights  pursuant to this
          Agreement.

     3.4 Openwave  Covenant Not to Sue.  Openwave hereby agrees that it will not
sue Geoworks,  its Subsidiaries,  Customers,  or licensees,  or the Customers or
licensees of its Subsidiaries, for:

          (a) infringement of any claim of the Openwave  Licensed  Patents:  (i)
          arising  from the  manufacture,  use,  sale,  offer for  sale,  lease,
          import, or other transfer of any Geoworks Licensed  Products;  or (ii)
          arising  from the  manufacture,  use,  sale,  offer for  sale,  lease,
          import,  or other transfer of any products  developed using a Geoworks
          Licensed  Product,  or for which  material  functionality  is obtained
          through the incorporation of a Geoworks Licensed Product; and/or

<PAGE>

          (b) infringement of any claim of an Openwave patent that has issued on
          or before the Effective Date, arising from the manufacture, use, sale,
          offer for sale,  lease,  import,  or other  transfer  of any  Geoworks
          Commercialized Product.


4. ADDITIONAL TERMS AND CONDITIONS

     4.1  Openwave  Developer  Alliance  Program.  Within  a  reasonable  period
following the execution of this  Agreement,  Openwave  agrees to make Geoworks a
preferred member of Openwave's  Developer  Alliance  Program  ("DAP").  Openwave
agrees  to refer  to  Geoworks,  as and when  determined  by  Openwave,  certain
Persons,  corporations,  companies and other entities that seek  assistance from
Openwave in developing WAP applications.

     4.2 Openwave Myphone Portal APIs.  Within a reasonable period following the
execution of this  Agreement,  Openwave  agrees to make Geoworks an Early Access
Partner for the Openwave Myphone Portal  Application  Program Interfaces (APIs).
###

     4.3 Openwave  Enterprise Proxy Server.  Consistent with Openwave's standard
terms and  conditions,  Openwave  agrees that Geoworks  shall have the right and
opportunity  to resell the Openwave  Enterprise  Proxy Server  product (the "EPS
Product").  Openwave  further agrees to sell the EPS Product to Geoworks ### The
parties  agree to  negotiate  in good faith  regarding  the  specific  terms and
conditions of such reselling relationship, and acknowledge that any reselling of
the EPS Product by Geoworks is subject to the  completion  of a more  definitive
agreement embodying such relationship.

     4.4 Press Release. Upon the execution of this Agreement,  the parties agree
to issue a mutually  acceptable joint press release regarding the disposition of
the Disputed  Actions and the agreement of the parties set forth herein,  as set
forth in Exhibit C hereto.

     4.5 Nondisparagement.  For at least one year, neither party will knowingly,
publicly  disparage the other party or the other party's business,  personnel or
prospects  with respect to the subject  matter of the  Disputed  Actions or this
settlement.

5. RELEASE AND DISCHARGE

     5.1  Geoworks,  on  behalf  of  itself  and its  Subsidiaries,  irrevocably
releases and discharges Openwave, its Subsidiaries, Customers and licensees, and
each of their respective officers, directors, agents and employees, from any and
all claims of infringement of the Geoworks Licensed Patents, occurring up to and
including  the  Effective  Date (or,  in the case of  Subsidiaries,  the date of
acquisition  of the  Subsidiary  if such date is after the Effective  Date),  to
which the rights and licenses  expressly granted under this Agreement would be a
complete defense, had such claims arisen during the term of this Agreement.


<PAGE>

     5.2  Openwave,  on  behalf  of  itself  and its  Subsidiaries,  irrevocably
releases and discharges Geoworks, its Subsidiaries, Customers and licensees, and
each of their respective officers, directors, agents and employees, from any and
all claims of infringement of the Openwave Licensed Patents, occurring up to and
including  the  Effective  Date (or,  in the case of  Subsidiaries,  the date of
acquisition  of the  Subsidiary  if such date is after the Effective  Date),  to
which the rights and licenses  expressly granted under this Agreement would be a
complete defense, had such claims arisen during the term of this Agreement.

6. WARRANTIES

     6.1 Geoworks covenants, represents and warrants that it is the owner of all
right, title, and interest in and to the Geoworks Licensed Patents,  that it has
the full right and power with respect to the Geoworks  Licensed Patents to grant
the licenses  contemplated  herein,  that there are no  outstanding  agreements,
assignments, or encumbrances inconsistent with the provisions of the licenses or
with  any  other  provisions  of this  Agreement,  and that it will not make any
commitments  to others  inconsistent  with or in  derogation of the licenses and
rights granted in this Agreement.

     6.2 Openwave covenants, represents and warrants that it is the owner of all
right, title, and interest in and to the Openwave Licensed Patents,  that it has
the full right and power with respect to the Openwave  Licensed Patents to grant
the licenses  contemplated  herein,  that there are no  outstanding  agreements,
assignments, or encumbrances inconsistent with the provisions of the licenses or
with  any  other  provisions  of this  Agreement,  and that it will not make any
commitments  to others  inconsistent  with or in  derogation of the licenses and
rights granted in this Agreement.

     6.3 Neither party makes any representations,  extends any warranties of any
kind, or assumes any  responsibility  whatever with respect to the  manufacture,
sale,  lease, use, export,  or importation of any product,  or part thereof,  by
either party or any direct or indirect supplier or vendee or other transferee of
either party, other than the licenses,  rights and warranties  expressly granted
in this Agreement.


7. TERM OF AGREEMENT; ACQUISITION OF A PARTY

     7.1 Except in the case of an acquisition  pursuant to Section 7.2, the term
of the licenses  granted under this  Agreement  shall be from the Effective Date
until the last of the Licensed Patents expires.

     7.2 If one party (the  "Acquired  Party") is  acquired  (wherein  more than
fifty percent of the outstanding shares or securities, representing the right to
vote for the election of directors or other managing authority, becomes owned or
controlled  directly  or  indirectly  by a third  party,  the  "Acquiring  Third
Party"), then:

<PAGE>


          (a) the Acquired Party shall promptly give notice of such  acquisition
          to the other party (the "Non-Acquired Party);

          (b) this Agreement shall be deemed to be automatically amended so that
          the license,  releases and covenants granted to the Acquired Party and
          its  Subsidiaries  are limited to only those Licensed  Products of the
          Acquired Party or its Subsidiaries which were Commercialized  Products
          prior to the effective date of the  acquisition  ("Old  Products") and
          any future versions of the Old Products ("New Versions"),  but only to
          the  extent  such  New  Versions  use  or  embody   functionality  and
          technology  used or embodied  in the Old  Products;  functionality  or
          technology  beyond that  included in Old Products will not be licensed
          in New Versions,  new products of the Acquired  Party,  or any and all
          products of the Acquiring Third Party;

          (c) such  acquisition  shall not  affect  any  rights  granted  by the
          Acquired Party or its  Subsidiaries to the  Non-Acquired  Party or its
          Subsidiaries; such licenses, warrantees, representations and covenants
          will continue for the full term of this Agreement; and

          (d)  the  releases  granted  in  Section  5  shall  survive  as to the
          Non-Acquired party, Acquired Party, and their respective  Subsidiaries
          as of the  acquisition  date,  but shall not  extend to the  Acquiring
          Third Party.

8. MISCELLANEOUS

     8.1  Assignment.  Except as provided in Section  7.2,  neither  party shall
assign  any  of its  rights  or  delegate  any of  its  obligations  under  this
Agreement,  including in  connection  with the  insolvency  or bankruptcy of the
party,  without the prior written consent of the other party.  Any attempt to do
so shall be void.  However, a party which undergoes internal  reorganization may
assign such rights and delegate such  obligations to the legal  successor to the
business of the party,  which successor shall be deemed substituted as the party
hereto effective upon such assignment.

     8.2 Sublicense. The licenses granted herein shall include the right of each
party  to  grant  sublicenses  to its  Subsidiaries  existing  on or  after  the
Effective Date. No sublicense shall be broader in any respect at any time during
the life of this  Agreement than the license held at that time by the party that
granted the sublicense.  A sublicense granted to a Subsidiary shall terminate on
the earlier of: (i) the date such Subsidiary ceases to be a Subsidiary; and (ii)
the date of  termination  or expiration of the license of the party that granted
the  license.  If a Subsidiary  ceases to be a Subsidiary  and holds any patents
under which a party hereto is licensed, such license shall continue for the term
defined herein.

     8.3 Force Majeure. Any delays in or failures of performance by either party
under this  Agreement  shall not be considered a breach of this Agreement if and
to the extent caused by occurrences  beyond the reasonable  control of the party
affected, including but not limited to: acts

<PAGE>

of God; acts, regulations or laws of any government;  strikes or other concerted
acts of  workers;  fires;  floods;  explosions;  riots;  wars;  rebellions;  and
sabotage; and any time for performance hereunder shall be extended by the actual
time of delay caused by such occurrence.

     8.4  Relationship of Parties.  The parties are entering into this Agreement
as independent contractors, and nothing herein is intended or shall be construed
to create  between  the parties a legal  relationship  of  principal  and agent,
partners,  joint  venturers or employer and  employee.  Neither party shall hold
itself  out to others or seek to bind or commit  the other  party in any  manner
inconsistent with the foregoing provisions of this Agreement.

     8.5 Entire Agreement.  It is the mutual desire and intent of the parties to
provide  certainty as to their future rights and remedies  against each other by
defining the extent of their mutual undertakings as provided herein. The parties
have in this Agreement incorporated all representations,  warranties, covenants,
commitments and  understandings  on which they have relied in entering into this
Agreement  and,  except  as  provided  for  herein,  neither  party has made any
covenant  or  other  commitment  to the  other  concerning  its  future  action.
Accordingly,  this Agreement  constitutes the entire agreement and understanding
between the parties with respect to the matters contained herein,  and there are
no prior oral or written promises,  representations,  conditions,  provisions or
terms related thereto other than those set forth in this Agreement.

     8.6  Headings.   The  inclusion  of  headings  in  this  Agreement  is  for
convenience only and shall not affect the construction or interpretation hereof.

     8.7 Governing  Law;  Venue.  The parties agree that the  provisions of this
Agreement  shall be interpreted  and enforced in accordance with the laws of the
state of California.  Any dispute  regarding  this Agreement  shall be presented
first to the federal court in the Northern District of California.  In the event
of any dispute, each party's sole recourse shall be for monetary damages, and/or
specific performance of the terms of this Agreement.

     8.8  Confidentiality.  The details of the terms and licensing conditions of
this  Agreement  shall not be disclosed by any party  without the prior  written
consent  of the  other  party.  This  obligation  is  subject  to the  following
exceptions:

          (a)  Disclosure  is  permissible  if required by  government  or court
          order,  provided that the party so ordered  shall take all  reasonable
          steps  (e.g.,  discovery  protective  order) to prevent  or  otherwise
          minimize the  disclosure  of this  Agreement,  and shall provide prior
          written  notice to the other  party of the  circumstances  surrounding
          such disclosure, to enable it to seek a protective order.

          (b) Disclosure is permissible if otherwise required by law.

          (c) Disclosure is permissible if required to enforce rights under this
          Agreement.

          (d)  Each  party  may  use  similar  terms  and  conditions  in  other
          Agreements.

<PAGE>

          (e) Each party may  disclose  this  Agreement  or its  contents to the
          extent  reasonably   necessary,   on  a  confidential  basis,  to  its
          accountants,  attorneys,  financial  advisors,  its  present or future
          providers  of  venture  capital  and/or  potential   investors  in  or
          acquirers of such party.

          (f) Each party may disclose the  existence of this  Agreement  and the
          fact that the litigation has been resolved.

          (g) Each  party may  advise  its  actual or  potential  customers  and
          suppliers  included  under this  Agreement  that it is licensed  under
          certain  patents  of the other  party and the extent to which it is so
          licensed.

     8.9 No Other Obligations.  Nothing contained in this Agreement or otherwise
shall be construed as:


          (a)  Requiring the filing of any patent  application,  the securing of
          any  patent,  or  the  maintenance  of  any  patent  in  force  in any
          jurisdiction;

          (b) A warranty or  representation  that any manufacture,  sale, lease,
          use or  importation of any product will be free from  infringement  of
          patents  other than  those  under  which,  and to the extent to which,
          licenses are or may become in force under this Agreement;

          (c) A warranty  or  representation  by  Openwave or Geoworks as to the
          validity  or  scope  of any  of the  patents  that  are or may  become
          licensed  herein,  or of the patents to which covenants not to sue are
          or may become in force under this Agreement; or

          (d)  An   obligation  to  furnish  any   manufacturing   or  technical
          information or assistance.

     8.10 Notice.  Any notice  required by this Agreement  shall be addressed to
the parties at the following

addresses:

     Openwave Systems Inc.:                      Geoworks Corp.:
     General Counsel                             Chief Financial Officer
     800 Chesapeake Dr.                          960 Atlantic Ave.
     Redwood City, CA  94063                     Alameda CA 94501

     With a copy to its                          With a copy to counsel
     Chief Financial Officer                     at the same address
     at the same address.

     8.11  Modification/Waiver.  No  modification  or  amendment  of  any of the
provisions contained in this Agreement shall be valid unless made in writing and
executed  by  officers  of both  parties.  No  waiver  of any of the  provisions
contained in this  Agreement  shall be valid unless made in writing and executed
by an officer of the waiving party.

<PAGE>

     8.12 Partial  Invalidity.  If any section of this Agreement is held invalid
or unenforceable  by any law, rule,  order,  regulation,  or promulgation of any
government or by the final determination of any court having jurisdiction in the
matter for any reason, such invalidity or unenforceability  shall not affect the
validity or  enforceability  of any other  sections of this  Agreement or of any
other agreement between the parties.

     8.13  Counterparts.  This Agreement may be executed on facsimile  copies in
two counterparts,  each of which shall be deemed an original,  but both of which
taken together shall constitute one and the same agreement.

     8.14  Acknowledgment of Compromise.  The parties agree and acknowledge that
this Agreement is the result of a compromise.  While this Agreement resolves the
issues between the parties,  it does not constitute an admission by any party of
any liability whatsoever.  Neither this Agreement nor anything in this Agreement
shall be construed to be or shall be admissible in any proceeding as evidence of
liability  by any party.  This  Agreement  may be  introduced,  however,  in any
proceeding to enforce the Agreement.

     IN WITNESS WHEREOF, the parties have caused two originals of this Agreement
to be executed by their authorized representative.


OPENWAVE SYSTEMS INC.:                      GEOWORKS CORP:


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

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

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

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

<PAGE>

                         SOFTWARE DISTRIBUTION AGREEMENT
                         Agreement No.: _______________

     This SOFTWARE DISTRIBUTION  AGREEMENT (this "Agreement") is entered into as
of December 28, 2000 (the "Effective  Date"),  by and between OPENWAVE  SYSTEMS,
INC., a Delaware corporation, having a principal office at 800 Chesapeake Drive,
Redwood  City,  CA 94063  ("Openwave"),  and  Geoworks  Corporation,  a Delaware
corporation, having a principal office at 860 Atlantic Avenue, Alameda, CA 94501
("Distributor").

                                   BACKGROUND

     Openwave has developed and owns enterprise server software that facilitates
the  transmission  of data  between  server  application  software  and wireless
communication  devices.   Distributor  desires  to  license  such  software  for
distribution to end user customers and to resell  Openwave's  technical  support
services for such software.

                              TERMS AND CONDITIONS

     In consideration  of their mutual promises  contained herein and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, Openwave and Distributor agree as follows.

DEFINITIONS. The following terms, when used herein with initial capital letters,
shall have the meanings given them in this Section 1.

     1.1 "Designated Server(s)" means the computer server(s) owned or leased and
operated by Distributor, an End User, or operated on behalf of Distributor or an
End User by an  outsourcing  entity under a facilities  management  agreement or
other similar arrangement, and identified in Exhibit E ("Designated Server"), as
amended from time to time.

     1.2  "Distributor  Support"  means the support  services  for the  Licensed
Software described in Exhibit G hereto to be performed by Openwave.


<PAGE>

     1.3  "Documentation"  means the  documentation  furnished to Distributor by
Openwave for distribution to End Users along with the Licensed Software.

     1.4 "End User" means a legal entity  licensed to use the Licensed  Software
for its own internal  purposes and not for distribution to, or use on behalf of,
others.

     1.5 "End User Agreement" has the meaning given in Section 2.4.

     1.6 "End User Support Services" means the support services for the Licensed
Software described in Exhibit I hereto to be performed by Openwave for End Users
for purchasing technical support.

     1.7  "Error(s)"  shall have the meaning set forth in the Support  Agreement
attached hereto as Exhibit G ("Support Agreement").

     1.8 "First Level Support" means the provision of general technical guidance
and  assistance  with  respect to the Licensed  Software  directly to End Users.
Without limitation,  the foregoing includes; (i) responding directly to End User
requests  for  support;  (ii)  Installation  of  Improvements  and  provision of
training services to End Users with respect to the Improvements  delivered under
this  Agreement  (subject  to Openwave  providing  Distributor  with  reasonable
training  with respect to the new features  contained in the  Improvements,  and
Installation  training for such  Improvements  such that  Distributor is able to
provide the  Installation  and training  services);  (iii)  isolation of Errors,
including  determination  of the source of any Error,  coordination of the Error
correction  efforts of the  parties  whose  products  (which  were  supplied  by
Distributor)  are  affected  by the Error,  and  provision  to  Openwave  of all
relevant  information  related to any Errors in the  Licensed  Software of which
Distributor  becomes aware that it is reasonably  necessary for  Distributor  to
seek  Openwave's  assistance in responding and correcting  such Error;  and (iv)
providing such technical support to End Users seven (7) days a week, twenty-four
(24) hours a day, by a support center staffed by an adequate number of engineers
trained to meet End User's support needs.

     1.9 "Improvements" means any modifications,  enhancements, bug fixes, patch
releases,  and/or  improvements to the Licensed  Software that are  incorporated
into any  generally  available  new version of such  Licensed  Software and made
available by Openwave to its customers. The term "Improvements" does not include
optional enhancements, new functionality,  New Products, or add-on products that
are priced and sold separately by Openwave.

     1.10  "Installation"  means the  process  of (as  applicable)  setting  up,
connecting,   configuring,   successful   testing   and   establishing   of  the
functionality of the Licensed Software by Openwave, Distributor and/or End User,
as applicable, on a Designated Server.

     1.11 "New Product" means a new release (which is generally  identified by a
change in the  number to the left of the  decimal  point) of  Licensed  Software
listed in  Exhibit A  ("Licensed  Software")  or any other  product  offered  by
Openwave which is not listed in Exhibit A ("Licensed Software").


<PAGE>


     1.12 "Licensed  Software" means the Openwave server  software  product,  in
Object  Code  format   only,   specified  in  Exhibit  A,   together   with  all
modifications,  enhancements,  patch releases, improvements, or new versions, if
any, that Openwave makes available to Distributor hereunder.

     1.13 "Licensed  Software CD" means a tangible copy of the Licensed Software
on CD-ROM or other media,  the license of which entitles the End User to have up
to five concurrent users access the Licensed Software at the same time.

     1.14 "License Pack" means a certificate entitling an End User to additional
concurrent  connections of the Licensed Software for up to the Maximum Number of
Concurrent Connections set forth in such certificate.

     1.15 "Maximum Number of Concurrent Connections" means the maximum number of
connections (i.e.  simultaneous  subscriber connections to the End User's system
via the Licensed  Software)  set forth in the License  Pack,  in addition to the
five  concurrent  connections  permitted  under the  Openwave  End User  License
Agreement  accompanying  the  Licensed  Software  CD,  authorized  to access the
Licensed Software at the same time.

     1.16  "Object  Code"  means any form of a program  for a  computer  that is
suitable  for direct  execution  by a  computer  and  unsuitable  to be read and
understood by a person.

     1.17  "Openwave  End  User  License  Agreement"  means  Openwave's  license
agreement for the Licensed Software that is provided with copies of the Licensed
Software.

     1.18  "Openwave  Marks"  means the  trademarks,  logos  and trade  names of
Openwave and its licensors, as applicable,  specified in Exhibit B, as it may be
amended from time to time by Openwave.

     1.19   "Proprietary   Rights"  means  all  present  and  future   worldwide
copyrights,  trademarks,  trade secrets,  patents,  patent  applications,  moral
rights, contract rights, and other proprietary rights.

     1.20 "Source Code" means a  presentation  or  representation  of a computer
program, regardless of the form in which it is stored, from which it is possible
to discern the logic, algorithm, internal structure,  operating features, or any
other design characteristics of such computer program.

     1.21  "Support  Services"  means  End User  Support  Services,  Distributor
Support and any other  support  obligations  of  Distributor  according  to this
Agreement.

2. LICENSES.

     2.1  Licensed  Software  and  Documentation.   Subject  to  the  terms  and
conditions of this Agreement,  Openwave  grants to Distributor a  non-exclusive,
non-transferable   revocable  (in  accordance  with  Section  13),   license  to

<PAGE>


     (a) use one copy of the  Licensed  Software,  in Object Code only,  and the
Documentation  solely for the  purposes  of (a)  conducting  demonstrations  for
potential customers, (b) supporting End Users that receive the Licensed Software
from Distributor, (c) installing and testing the Licensed Software for End Users
that  receive  the  Licensed  Software  from   Distributor,   and  (d)  training
Distributor's personnel; and

     (b) distribute Openwave-provided Licensed Software CDs and License Packs of
the Licensed  Software,  in Object Code only,  together  with the  Documentation
included with the Licensed Software and the Openwave End User License Agreement,
directly  to End Users  pursuant to an End User  Agreement  that  satisfies  the
requirements of Section 2.4.

     2.2 License Restrictions.

     (a) Distributor  agrees that Distributor  shall not distribute or otherwise
make available the Licensed Software to any telecommunications  network operator
or Internet Service Provider.

     (b) If Distributor  intends to distribute  pre-released  Licensed Software,
Distributor  agrees that Distributor  shall comply with the additional terms and
conditions, set forth on Exhibit C.

     (c) Distributor  acknowledges that the Licensed Software and its structure,
organization,  and Source Code constitute valuable trade secrets of Openwave and
its suppliers. Accordingly,  Distributor agrees not to (a) modify, adapt, alter,
translate,  or create derivative works from the Licensed Software; (b) merge the
Licensed  Software with other software;  (c) sublicense,  lease,  rent, loan, or
otherwise  transfer the Licensed Software to any third party except as expressly
permitted under Section 2.1; or (d) reverse engineer, decompile, disassemble, or
otherwise  attempt  to  derive  the  Source  Code  for  the  Licensed  Software.
Distributor must not remove, alter, or obscure in any way any proprietary rights
notices (including  copyright notices) of Openwave or its suppliers on or within
the copies of the Licensed Software and the Documentation  furnished by Openwave
to Distributor.

The parties acknowledge that, in the countries of the European Union, a software
directive by the European Union Commission  mandates that a licensee of software
shall be  lawfully  entitled  to  decompile  such  software  for the  purpose of
obtaining  the  information  necessary  to achieve  the  interoperability  of an
independently  created  computer program with such licensed  program,  provided,
among other  things,  that such  information  has not  previously  been  readily
available,  and that such decompilation is confined to the parts of the licensed
program  which are necessary to achieve such  interoperability.  Upon request of
Distributor  containing a reasonably detailed  explanation for the need for such
information,  Openwave shall make such  information  available to Distributor so
that  neither  Distributor  nor an End User shall need to claim or exercise  any
such right of decompilation.

     2.3   Ownership   of  Licensed   Software.   The   Licensed   Software  and
Documentation,  and all worldwide  Proprietary Rights therein, are the exclusive
property  of  Openwave  and its  suppliers.  All  rights in and to the  Licensed
Software not expressly  granted to Distributor in this Agreement are reserved by
Openwave and its suppliers.

<PAGE>

     2.4 End User Agreements.  Each Licensed Software CD shall contain a copy of
the Openwave End User License Agreement.  In addition,  before  distributing any
Licensed Software or Documentation to any End User, Distributor shall enter into
a binding,  written  agreement  with such End User that  contains  terms no less
restrictive  than  those  set  forth in  Exhibit  D (an "End  User  Agreement").
Distributor  will enforce each End User  Agreement with at least the same degree
of diligence that  Distributor  uses to enforce  similar  agreements for its own
products or other software  products that it  distributes,  but in no event less
than reasonable efforts.

     2.5 License to Openwave Trademarks.

     (a) Subject to the terms and conditions of this Agreement,  Openwave grants
to Distributor a non-exclusive,  non-transferable,  royalty-free limited license
to use the Openwave Marks solely in connection  with the  marketing,  promotion,
and advertising of the Licensed Software. Distributor shall cease all use of the
Openwave Marks or any similar marks after the expiration or other termination of
this Agreement.

     (b)  Distributor  acknowledges  the  ownership  of the  Openwave  Marks  in
Openwave and its  licensors,  agrees that it will do nothing  inconsistent  with
such  ownership  and agrees that all use of the  Openwave  Marks by  Distributor
shall inure to the benefit of and be on behalf of Openwave or its licensors,  as
applicable.  Distributor agrees that  Distributor's  utilization of the Openwave
Marks will not create any right,  title or interest in or to the Openwave Marks.
At no time during or after the term of this Agreement shall Distributor contest,
challenge  or impair  or  assist  others to  contest,  challenge  or impair  the
Openwave Marks or the  registration  thereof or attempt to register any Openwave
Marks or any  trademarks,  marks  or  trade  names  confusingly  similar  to the
Openwave Marks.

     (c) All  representations of the Openwave Marks that Distributor  intends to
use shall be exact copies of those used by Openwave, or, if not identical, shall
first be submitted to Openwave for approval of design, color, and other details.
All  representations  of the Openwave  Marks shall be legibly  presented  and be
separated from other trademarks,  so that each mark appears to be a trademark in
its own right, distinct from any other mark.

     (d)  Distributor  will  provide  Openwave  with samples of all products and
materials   that  contain  the  Openwave   Marks  prior  to  their  public  use,
distribution,  or display for  Openwave's  quality  assurance  purposes and will
obtain Openwave's written approval before such use, distribution, or display. At
Openwave's  request,  Distributor  will  modify  or  discontinue  any use of the
Openwave Marks.

3. ORDER AND DELIVERY; RETURNS.

     3.1 Order and Delivery. Distributor may order the Licensed Software CDs and
License Packs for  distribution  as permitted under this Agreement by submitting
written  purchase orders to Openwave in accordance with Openwave's  then-current
order  processing  procedures.  The terms of this Agreement will govern all such
orders submitted by Distributor to Openwave;  no additional or inconsistent term
or condition in any such order will have any legal effect.  All such orders must
refer to this  Agreement and specify the  quantities of the specific  version of
Licensed  Software  CDs and  specific  types of License  Packs  ordered  and the
desired shipment

<PAGE>

date and  destination.  All orders will be subject to  acceptance  by  Openwave.
Orders cannot be canceled or  rescheduled  once  accepted by Openwave.  Openwave
will use reasonable  commercial efforts to meet desired shipment dates, but will
not be liable to Distributor in any way for any late shipment. Partial shipments
will be allowed.  All shipments  will be made FCA  (Incoterms  1990)  Openwave's
facilities. Shipments will be deemed accepted upon receipt.

     3.2  Returns.  Distributor  shall be  permitted to return up to ten percent
(10%) of the  Licensed  Software  CDs  delivered to  Distributor  each  calendar
quarter;  provided  that (a)  such  returned  copies  are in new,  unopened  and
resaleable  condition,  (b) Distributor may make only one return transaction per
calendar quarter,  and (c) Distributor must make each such return within fifteen
(15) days  prior to the end of the  applicable  calendar  quarter.  Returns  are
permitted under this Agreement by submitting a written request for an RMA number
to  Openwave  in  accordance   with  Openwave's   then-current   RMA  processing
procedures.  All RMA  requests  must refer to this  Agreement  and  specify  the
original  purchase order number and the original invoice number,  in addition to
the types and  quantities of the Licensed  Software  subject to the RMA request.
All RMA requests  will be subject to approval by Openwave.  Upon approval of the
Distributor's  RMA request,  Openwave  shall issue an RMA number within ten (10)
business days after receipt of Distributor's  RMA request.  If the Distributor's
RMA request is approved by Openwave,  Openwave shall credit  Distributor for the
returned Licensed Software at the cost that the Distributor was charged for that
Licensed  Software  (regardless of any  subsequent  reduction or increase in per
unit cost for the Licensed  Software).  All  transportation  charges and risk of
loss related to the RMA process for the Licensed  Software shall be borne solely
by  Distributor.  In addition,  Distributor  may return all  defective  Licensed
Software CDs properly returned by End Users pursuant to the limited warranty set
forth in the Openwave End User License  Agreement.  After receipt of a return in
accordance  with  the  terms of this  Section  3.2,  Openwave  shall  credit  to
Distributor  the fees  paid by  Distributor  in  respect  of the  copies  of the
Licensed Software returned.

4. DISTRIBUTOR'S OTHER OBLIGATIONS.

     4.1 Marketing; Press Release.

          (a) Distributor will include Openwave in client meetings,  discussions
     and other events when Openwave or  Distributor  considers  that  Openwave's
     presence is necessary or desirable  for the purpose of advancing or closing
     a potential  contract with a potential End User.  Distributor,  in its sole
     discretion,  will  establish  the  fees it  charges  to End  Users  to whom
     Distributor distributes the Licensed Software.

          (b) On or after the Effective  Date,  Openwave and  Distributor  shall
     have  the  right  to  issue a press  release  announcing  the  relationship
     described herein.

     4.2  Labeling.  Distributor  shall  not sell or  otherwise  distribute  the
Licensed Software in any manner under a private label.  Distributor  understands
and agrees that the  Licensed  Software  and all  materials  used to  advertise,
market,  or promote the Licensed  Software will bear appropriate  Openwave Marks
and related branding information, which must not be removed or modified from the
Licensed  Software  before  supply  to an  End  User.  Distributor's  use of the
Openwave Marks is subject to the limitations and requirements in Section 2.5.

<PAGE>

     4.3 Staffing and Training. Distributor will maintain as a part of its staff
at least one technical  support employee who have received  Openwave's  standard
training  with regard to the Licensed  Software.  Openwave  will  provide  basic
training to Distributor's  employees subject to availability and upon Openwave's
standard terms and  conditions  for such training  except that there shall be no
charge to Distributor.

     4.4 Competitive Products. Distributor must notify Openwave in writing prior
to any  marketing,  promotion,  solicitation  of  orders,  offer  for  sale,  or
licensing  and  distribution  of a  competitive  product.  For  purposes of this
Section 4.4, any WAP gateway or WAP proxy  service is  substantially  similar to
the Licensed  Software in features and  functionality  and will be  considered a
"Competing  Product."  Distributor's  existing  products  as of the date of this
Agreement shall not be considered competitive.

5. DISTRIBUTOR SUPPORT TO END USERS.

     5.1 General. Distributor will provide the following services to End Users:

          (a) Installation and Integration of Licensed Software. If requested by
     End Users,  Distributor will install the Licensed  Software onto End Users'
     systems and carry out the  integration  of the Licensed  Software into such
     End Users'  networks.  Such  integration  will include  integration  of the
     Licensed  Software with such End Users' related  network  systems,  such as
     billing, provision, customer care, etc.

6. OPENWAVE SUPPORT TO END USERS.

     6.1  General.  A  "Supported  End  User"  is an  End  User  (a)  for  which
Distributor has paid to Openwave the applicable annual Support Fee, (b) that has
agreed to the terms of a Support Agreement with  Distributor,  and (c) for which
Distributor has provided the name,  address,  contact person telephone  numbers,
number of copies of Licensed  Software  installed,  version of Licensed Software
installed,  and such other information as Openwave may reasonably  request.  The
"Support  Fee" is the fee  charged by Openwave  for the support  services as set
forth in Exhibit E and Exhibit G. A "Support  Agreement" is a written  agreement
between  Distributor  and an End User  under  which  the End User  will  receive
certain support services.

     6.2 Openwave Support.  All Support Agreements  between  Distributor and End
Users will provide for terms and conditions  consistent  with those contained in
Exhibit  I ("End  User  Support  Services").  Distributor  shall  not  make  any
representations,   warranties,   or  covenants   regarding   Openwave's  support
obligations that are not expressly set forth in Exhibit I.

     6.3 Distributor Obligations.  Except for the express support obligations of
Openwave  set forth in Section 6.2 and except as otherwise  expressly  agreed by
Openwave  in  writing,  Distributor  will  remain  solely  responsible  for  all
installation, maintenance, and support services to End Users with respect to the
Licensed Software.

     6.4 Direct Support to End Users.  In the event that a Priority 1 Error or a
Priority 2 Error fails to be resolved by Distributor to the  satisfaction of any
End User in a timely  manner

<PAGE>

(but in no event later than  fifteen (15)  business  days after  Distributor  is
notified of such error),  Openwave  shall have the right,  at its  election,  to
contact  and work  directly  with the  affected  End User(s) to correct any such
technical issues or errors.

     6.5 Reports by Licensee.  No later than fifteen (15) days following the end
of each Reporting Quarter during the Term, Distributor shall provide to Openwave
a report which shall include the number of technical  support calls  received by
Distributor  (itemized by level of priority  error) with respect to the each End
User and the number of such calls which are escalated to Openwave for resolution
and assistance.

7. OPENWAVE SUPPORT TO DISTRIBUTOR.

     7.1 Openwave  Support to Distributor.  Openwave and Distributor  will enter
into a support  agreement,  in the form  attached  as  Exhibit  G  ("Distributor
Support  Agreement"),  pursuant to which  Openwave  will provide  support to the
Distributor in relation to the copies of the Licensed  Software that Distributor
is entitled to use and those Distributor has sublicensed under this Agreement.

     7.2  Training  and   Installation.   Openwave  will  provide  training  and
installation  to  Distributor  as set  forth  in  Section  3.3  ("Other  Support
Services") of Exhibit G ("Distributor  Support  Agreement").  End Users may also
obtain  additional  training  services  ("End User  Training")  from Openwave at
Openwave's then-current rates.

8. FEES AND PAYMENT.

     8.1 Fees. Distributor will pay Openwave the fees specified in Exhibit E and
Exhibit  G for  Licensed  Software  CDs,  License  Packs  and  Support  Services
purchased by Distributor..

     8.2 Reports. No later than ten (10) calendar days following the end of each
calendar month and each calendar quarter,  Distributor shall deliver to Openwave
a report providing information regarding the number of Licensed Software CDs and
License Packs (by Maximum Number of Concurrent  Connections)  distributed during
such calendar month and calendar quarter.  Each report shall also include,  at a
minimum;  (i) the  information  listed in Exhibit F; and (ii) for each End User,
the number of Licensed  Software CDs delivered and Maximum  Number of Concurrent
Connections  permitted  as of the  last  day  of the  preceding  month  and  the
preceding quarter and whether the End User purchased Support Services.

     8.3 Payments. Distributor will pay Openwave all fees due under Section 8.1,
together with all other amounts due under this Agreement within thirty (30) days
after the date of the invoice therefor.  All invoices  hereunder will be sent to
the  address  set forth in Exhibit E. Any amount  that is not paid when due will
accrue interest at one and one-half percent (1.5%) per month or the maximum rate
permitted by applicable  law,  whichever is less,  from the due date until paid.
All payments must be made in U.S. dollars.

     8.4 Taxes.  Distributor will be responsible for and will indemnify and hold
Openwave  harmless  from  payment  of all  taxes  (other  than  taxes  based  on
Openwave's net income),  fees, duties, and other governmental  charges,  and any
related  penalties  and  interest,  arising from the payment of fees to Openwave
under this  Agreement  or the  delivery or license of the  Licensed

<PAGE>

Software to Distributor.  Distributor will make all payments of fees to Openwave
free and clear of, and without  reduction for, any withholding  taxes;  any such
taxes  imposed  on  payments  of fees to  Openwave  will be  Distributor's  sole
responsibility,  and Distributor  will provide  Openwave with official  receipts
issued by the appropriate  taxing authority,  or such other evidence as Openwave
may reasonably request, to establish that such taxes have been paid.

     8.5  Withholding  Payments.  If any applicable law requires  Distributor to
withhold amounts from any payments to Openwave hereunder, then Distributor shall
perform such  obligations  consistent  with the  provisions of this Section 8.5.
Distributor shall effect such withholding, remit such amounts to the appropriate
taxing  authorities and promptly furnish  Openwave with tax receipts  evidencing
the  payments of such  amounts.  The sum payable by  Distributor  upon which the
deduction or withholding is based shall be increased to the extent  necessary to
ensure that, after such deduction or withholding, Openwave receives and retains,
free from liability for such deduction or withholding, a net amount equal to the
amount Openwave would have received and retained in the absence of such required
deduction or withholding.

     8.6 Records. At all times during the term of this Agreement,  and for three
(3) years after the  termination of this  Agreement,  Distributor  will maintain
complete and accurate records with respect to Distributor's  activities pursuant
to this  Agreement,  including  a complete  list of all  copies of the  Licensed
Software and  Documentation  made or distributed  by Distributor  and a complete
list of End User  names,  addresses,  electronic  mail  addresses,  and  primary
contacts and all data needed for  verification of amounts to be paid to Openwave
under this Agreement.

     8.7 Audits.  Openwave will have the right, during normal business hours and
upon at least ten (10) days  prior  notice,  to have an  independent  audit firm
selected by Openwave inspect  Distributor's  facilities and audit  Distributor's
records relating to Distributor's activities pursuant to this Agreement in order
to verify that  Distributor  has paid to Openwave the correct amounts owed under
this Agreement.  The audit will be conducted at Openwave's  expense,  unless the
audit  reveals that  Distributor  has  underpaid the amounts owed to Openwave by
five  percent  (5%) or more in any  quarter,  in  which  case  Distributor  will
reimburse Openwave for all costs and expenses incurred by Openwave in connection
with such audit.  Distributor will promptly pay to Openwave any amounts shown by
any such audit to be owing plus interest as provided in Section 8.3. Such audits
will be conducted no more than once in any period of twelve consecutive  months.
Any confidential or proprietary information of Distributor disclosed to Openwave
or the independent accounting firm in the course of the audit will be subject to
a confidentiality agreement reasonably acceptable to Distributor to be signed by
such independent accounting firm.

9. CONFIDENTIALITY.

     9.1 Confidential Information.  Each party (the "Disclosing Party") may from
time to time during the term of this Agreement  disclose to the other party (the
"Receiving  Party")  certain   information   regarding  the  Disclosing  Party's
business,  including technical,  marketing,  financial,  employee, planning, and
other confidential or proprietary information ("Confidential Information").  The
Disclosing  Party will mark all  Confidential  Information  in tangible  form as
"confidential"  or  "proprietary".   The  Disclosing  Party  will  identify  all
Confidential  Information

<PAGE>

disclosed orally as confidential at the time of disclosure or confirm in writing
the  confidential  nature of such disclosure  within thirty (30) days after such
oral disclosure.

     9.2 Protection of  Confidential  Information.  The Receiving Party will not
use any  Confidential  Information of the  Disclosing  Party for any purpose not
expressly  permitted  by this  Agreement,  and will  disclose  the  Confidential
Information of the Disclosing  Party only to the employees or contractors of the
Receiving  Party  who  have a need to know  such  Confidential  Information  for
purposes of this Agreement and who are under a duty of  confidentiality  no less
restrictive than the Receiving Party's duty hereunder.  The Receiving Party will
protect the Disclosing Party's  Confidential  Information from unauthorized use,
access, or disclosure in the same manner as the Receiving Party protects its own
confidential  or  proprietary  information  of a similar nature and with no less
than reasonable care.

     9.3 Exceptions.  The Receiving  Party's  obligations under Section 9.2 with
respect to any  Confidential  Information of the Disclosing Party will terminate
as to such  Confidential  Information  if  such  information:  (a)  was  already
lawfully  known  to  the  Receiving  Party  at the  time  of  disclosure  by the
Disclosing  Party; (b) was disclosed to the Receiving Party by a third party who
had the right to make such disclosure without any confidentiality  restrictions;
(c) is,  or  through  no fault of the  Receiving  Party  has  become,  generally
available to the public;  or (d) was  independently  developed by the  Receiving
Party  without  access  to,  or use  of,  the  Disclosing  Party's  Confidential
Information.  In  addition,  the  Receiving  Party will be  allowed to  disclose
Confidential  Information  of the  Disclosing  Party  to the  extent  that  such
disclosure is (i) approved in writing by the  Disclosing  Party,  (ii) necessary
for the  Receiving  Party to enforce its rights under this  Agreement;  or (iii)
required by law or by the order or a court of similar judicial or administrative
body,  provided that the Receiving  Party notifies the Disclosing  Party of such
required  disclosure  promptly and in writing and cooperates with the Disclosing
Party, at the Disclosing Party's  reasonable request and expense,  in any lawful
action to contest or limit the scope of such required disclosure.

     9.4 Return of Confidential Information. The Receiving Party will either, at
its  option,  return  to  the  Disclosing  Party  or  destroy  all  Confidential
Information  of the  Disclosing  Party in the  Receiving  Party's  possession or
control  and  permanently  erase  all  electronic  copies  of such  Confidential
Information  promptly upon the written  request of the  Disclosing  Party or the
expiration or  termination  of this  Agreement,  whichever  comes first.  At the
Disclosing Party's request,  the Receiving Party will certify in writing that it
has fully complied with its obligations under this Section 9.4.

     9.5 Confidentiality of Agreement.  Neither party will disclose any terms of
this  Agreement  to anyone  other  than its  attorneys,  accountants,  and other
professional advisors under a duty of confidentiality  except (a) as required by
law or (b) pursuant to a mutually  agreeable  press release or (c) in connection
with a proposed merger,  financing,  or sale of such party's business  (provided
that any third  party to whom the terms of this  Agreement  are to be  disclosed
signs a confidentiality agreement no less restrictive than the Receiving Party's
duty hereunder).

<PAGE>

10. WARRANTIES.

     10.1 Warranties by Both Parties. Each party warrants that it has full power
and authority to enter into and perform this  Agreement,  and the person signing
this Agreement on such party's behalf has been duly  authorized and empowered to
enter into this Agreement.

     10.2 Media  Warranty.  For a period of ### after each  shipment of Licensed
Software to Distributor  pursuant to Section 3.1 (the "Media Warranty  Period"),
Openwave  warrants  that  the  diskette,  CD-ROM,  or other  media on which  the
Licensed  Software  is  provided  to  Distributor  will be free  of  defects  in
materials  and  workmanship.  Openwave  will, at its own expense and as its sole
obligation and  Distributor's  exclusive remedy for any breach of this warranty,
replace any  defective  media  returned to  Openwave  within the Media  Warranty
Period. This warranty does not apply to damage resulting from misuse,  abuse, or
neglect.

     10.3 Disclaimer of Warranty.  THE EXPRESS  WARRANTIES IN THIS SECTION 8 ARE
IN LIEU  OF ALL  OTHER  WARRANTIES,  WHETHER  EXPRESS,  IMPLIED,  OR  STATUTORY,
REGARDING THE LICENSED SOFTWARE OR THE  DOCUMENTATION,  INCLUDING ANY WARRANTIES
OF  MERCHANTABILITY,   ACCURACY  OF  INFORMATIONAL  CONTENT,  INTERFERENCE  WITH
ENJOYMENT  OF  THE  SOFTWARE,  FITNESS  FOR A  PARTICULAR  PURPOSE,  TITLE,  AND
NON-INFRINGEMENT  OF THIRD-PARTY  RIGHTS.  DISTRIBUTOR  ACKNOWLEDGES THAT IT HAS
RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.

     10.4 Warranties Made by Distributor.  Distributor  will not make or publish
any  representations,  warranties,  or  guarantees  concerning  (a) the Licensed
Software,  other than those made by  Openwave,  if any, in the Openwave End User
License Agreement for the Licensed Software,  or (b) Distributor's  relationship
with  Openwave,  other than that  Distributor  is a  non-exclusive  reseller  of
Openwave's Licensed Software.

11. INDEMNIFICATION.

     11.1 ###


     11.2 ###

<PAGE>

     12.  LIMITATION OF  LIABILITY.  In no event will either party be liable for
any consequential, indirect, exemplary, special or incidental damages, including
any lost data and lost  profits,  arising  from or relating  to this  Agreement.
Openwave's total cumulative  liability in connection with this Agreement and the
Licensed Software, whether in contract or tort or otherwise, will not exceed ###
Distributor  acknowledges  that the fees set forth in this Agreement reflect the
allocation of risk set forth in this Agreement and that Openwave would not enter
into this Agreement without these limitations on its liability.


13. TERM AND TERMINATION .

     13.1 Term. Unless earlier terminated  pursuant to Section 13.2, the term of
this Agreement will begin on the Effective Date and will conclude after a period
of  twenty-four  (24)  months.  The term of this  Agreement  may be renewed  for
additional  twelve  (12)  month  terms upon  mutual,  written  agreement  of the
parties.

     13.2  Termination.  Either party may terminate  this  Agreement,  effective
immediately  upon  written  notice to the other  party,  if (i) the other  party
breaches any other  material  provision of this  Agreement and does not cure the
breach  within  thirty (30) days after  receiving  written  notice  thereof from
Distributor,  or (ii) is subject to a bankruptcy or insolvency  proceeding which
proceeding is not dismissed within sixty (60) days thereof.

     13.3 Effects of Termination

          (a)  Payment;   Licenses;   Licensed  Software.  Upon  termination  or
     expiration of this  Agreement for any reason,  any amounts owed to Openwave
     under  this  Agreement  before  such  termination  or  expiration  will  be
     immediately due and payable,  all licensed rights granted in this Agreement
     will immediately cease to exist, and Distributor must promptly  discontinue
     all further use of the Openwave Marks and all further use and  distribution
     of the  Licensed  Software,  except that (i)  Distributor  may keep one (1)
     Licensed Software CD and one (1) copy of the  Documentation  solely for use
     by Distributor to support  existing End Users, and (ii) unless Openwave has
     terminated this Agreement pursuant to Section 13.2 for Distributor's breach
     of Sections 2.2 or 4.4,  Distributor may sell off its existing inventory of
     the Licensed Software CDs. If Openwave  terminates the Agreement for breach
     of Sections 2.2 or 4.4, Distributor must

<PAGE>

     immediately  return to Openwave  all copies of the  Licensed  Software  and
     certify  to  Openwave  in  writing  that it has  fully  complied  with this
     requirement.

          (b)  End  User  Agreements.   End  User  agreements  entered  into  by
     Distributor  in accordance  with this Agreement will survive the expiration
     or termination of this Agreement in accordance with their terms.

          (c) Survival.  Sections 1 (Definitions),  2.2 (License  Restrictions),
     2.3 (Ownership of Licensed Software), 9 (Confidentiality), 10.3 (Disclaimer
     of Warranties),  11 (Indemnification),  12 (Limitation of Liability),  13.3
     (Effects of Termination), and 14 (Miscellaneous) will survive expiration or
     termination of this Agreement for any reason.

     13.4 No Damages for  Termination  or  Non-Renewal.  NEITHER  PARTY SHALL BE
LIABLE TO THE OTHER PARTY FOR  TERMINATING  OR NOT  RENEWING  THIS  AGREEMENT IN
ACCORDANCE  WITH SECTION 13. In addition,  Distributor  shall not be entitled to
any  compensation,  damages or  payments  in respect of  goodwill  that has been
established or for any damages on account of prospective or anticipated profits,
and shall not be  entitled  to  reimbursement  in any amount  for any  training,
advertising,  market development,  investments, leases or other costs that shall
have been expended by Distributor  before the termination or non-renewal of this
Agreement,  regardless of the reason for or method of termination or non-renewal
of this Agreement. Without limiting the foregoing, Distributor hereby waives any
right it may have under  applicable  legislation  to an indemnity,  damages,  or
compensation  on account of the  termination or non-renewal of this Agreement by
Openwave in accordance with its terms.

14. MISCELLANEOUS.

     14.1 Force  Majeure.  Neither  party to this  Agreement  will be liable for
failure  to  perform  any of its  obligations  hereunder  (other  than a payment
obligation)  during  any period in which  such  performance  is delayed by fire,
flood, war, riot, embargo, organized labor stoppage,  earthquake,  acts of civil
and  military  authorities,  or any other acts  beyond its  reasonable  control;
provided,  however, that the party suffering such delay immediately notifies the
other party of the delay;  and provided,  further,  that either party shall have
the right to terminate  this Agreement upon sixty (60) days prior written notice
if the  delay  of the  other  party  due  to any of the  above-mentioned  causes
continues for a period of sixty (60) days.

     14.2  Governing  Law;  Language.  This  Agreement  will be  governed by and
construed in accordance  with the laws of the State of  California,  U.S.A.,  as
such laws apply to contracts between  California  residents  performed  entirely
within  California.  The parties expressly exclude the United Nations Convention
on Contracts for the International Sale of Goods (1980) from application to this
Agreement. This Agreement, and the Exhibits hereto, are prepared and executed in
the English  language only, which language shall be controlling in all respects.
Any   translation  of  this  Agreement  in  any  other  language  shall  be  for
accommodation  only,  and  shall  have no legal  other  effect  and shall not be
binding upon the parties hereto.  All  communications  and notices to be made or
given pursuant to this Agreement shall be in the English language.

<PAGE>

     14.3 Attorneys'  Fees. In the event any proceeding or lawsuit is brought by
Openwave or Distributor in connection with this Agreement,  the prevailing party
in such proceeding  shall be entitled to receive its costs,  expert witness fees
and reasonable attorneys' fees, including costs and fees on appeal.

     14.4 Forum and Venue.  All disputes  arising  under this  Agreement  may be
brought  in the  state and  federal  courts  located  in San  Francisco  county,
California   as  permitted  by  law.   Distributor   consents  to  the  personal
jurisdiction of the above courts.

     14.5  Severability.  If any provision of this  Agreement is  unenforceable,
such provision  will be changed and  interpreted to accomplish the objectives of
such  provision to the greatest  extent  possible  under  applicable law and the
remaining  provisions will continue in full force and effect.  Without  limiting
the generality of the foregoing,  Distributor agrees that Section 12 (Limitation
of Liability) will remain in effect  notwithstanding the unenforceability of any
provision in Section 11.2.

     14.6  Amendment.  This Agreement may be amended or  supplemented  only by a
writing  that  refers  specifically  to this  Agreement  and is  signed  by duly
authorized representatives of both parties.

     14.7 Waiver. Except as otherwise provided in this Agreement, any failure of
any of the  parties  to  comply  with any  obligation,  covenant,  agreement  or
condition herein may be waived by the party entitled to the benefit thereof only
by a written  instrument  signed by the party  granting  such  waiver,  but such
waiver or  failure  to  insist  upon  strict  compliance  with such  obligation,
representation,  warranty, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other failure.

     14.8 Export and Import Laws.  Distributor  will comply with all  applicable
export  and import  control  laws and  regulations  in its use,  marketing,  and
distribution of the Licensed  Software and, in particular,  Distributor will not
export or re-export the Licensed Software without all required United States and
foreign  government  licenses.  Distributor  will  defend,  indemnify,  and hold
harmless Openwave from and against all fines, penalties,  liabilities,  damages,
costs,  and expenses  incurred by Openwave as a result of any  violation of such
laws or regulations by Distributor or any of its agents or employees.

     14.9  Notices.  All notices  required to be sent by either party under this
Agreement  shall be  deemed  given:  (i) when  sent by  confirmed  facsimile  or
telecopy;  (ii) three (3) business days after being sent by commercial overnight
courier with written verification of receipt; or (iii) when received after being
mailed postage prepaid by certified or registered mail, return receipt requested
(unless received outside 9:00 a.m. to 5:00 p.m. on a business day, in which case
receipt will be deemed to have occurred at 9:00 a.m. on the next business  day),
to the party to be notified,  at the respective addresses set forth below, or at
such other address which may hereinafter be designated in writing:

     Distributor:
                 -----------------------------------

     [No P.O. Box Addresses]

<PAGE>

     Attention:
               ----------------------------------

     [PRINT NAME AND TITLE]

     Phone:
           -----------------------------

     Fax:
         -------------------------------

     Email:
           -----------------------------

     Openwave: 800 Chesapeake Drive

     Redwood City, CA 94063

     Attention:  Steve Peters, General Counsel

     Phone:   +1-650-562-0200

     Fax:     +1-650-817-1499

     Email: speters@corp.Openwave

     Either party may change the address for notices by serving  written  notice
on the other party in accordance with this Section.

     14.10  Independent  Contractors.  Nothing  contained  herein,  or  done  in
pursuance of this Agreement,  shall constitute the parties entering upon a joint
venture or partnership, or shall constitute either party the agent for the other
for any purpose or in any sense  whatsoever,  and the  relationship  between the
parties shall only be that of independent contractors.  Neither party shall have
any  right or  authority  to assume or  create  any  obligations  or to make any
representations  or warranties on behalf of any other party,  whether express or
implied, or to bind the other party in any respect whatsoever.

     14.11  Successors  and Assigns.  Subject to the  provisions of this Section
14.11, this Agreement and the rights and obligations  arising hereunder shall be
binding  upon and inure to the benefit of the  parties  and to their  respective
successors  and  assigns.  Distributor  shall not  assign  any of its  rights or
obligations  hereunder,  whether voluntarily or by operation of law, (including,
without   limitation,   mergers  or  an  assignment  of  substantially   all  of
Distributor's  assets that are  necessary  or used for the full  performance  of
Distributor under this Agreement) without the prior written consent of Openwave.
Any unauthorized assignment shall be null and void.

     14.12  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which when executed shall be deemed to be an original, but
all of which taken together shall constitute one and the same instrument.

<PAGE>

     14.13 Headings.  The paragraph headings and captions used in this Agreement
are included merely for convenience of reference.  They are not to be considered
part of,  or to be used in the  interpretation  of the  Agreement  and in no way
limit or affect any of the contents of this Agreement or its provisions.

     14.14 Compliance with Laws; Foreign Corrupt Practices Act. Distributor will
at all times comply with all applicable laws and regulation and refrain from any
unethical  conduct or any other  conduct that tends to damage the  reputation of
Openwave or the Licensed  Software in marketing  and  distributing  the Licensed
Software.  Without  limiting the  foregoing,  Distributor  shall comply with the
provisions  of  the  United  States  Foreign  Corrupt   Practice  Act  ("FCPA").
Distributor  (or its employees and agents) shall not directly or indirectly make
an offer,  payment,  promise  to pay,  or  authorize  payment,  or offer a gift,
promise to give, or authorize the giving of anything of value for the purpose of
influencing  an act or  decision of an  official  of any  government  within the
Territory or the United States  Government  (including a decision not to act) or
inducing such a person to use his influence to affect any such  governmental act
or decision in order to assist Distributor in obtaining,  retaining or directing
any such business in relation to the Licensed Software

     14.15 Advice of Legal Counsel. Each party acknowledges and represents that,
in executing this Agreement, it has had the opportunity to seek advice as to its
legal  rights from legal  counsel and that the person  signing on its behalf has
read and understood all of the terms and provisions of this Agreement.

     14.16  Equitable  Relief.  The parties agree that certain  breaches of this
Agreement  by one party  (including  without  limitation  breaches  of Section 9
("Confidentiality")  above) may result in  irreparable  harm to the other party,
the extent of which would be difficult and/or impracticable to assess, and where
money  damages  would not be an adequate  remedy for that  breach.  Accordingly,
either party shall be entitled to seek immediate equitable and other provisional
relief,  including without limitation specific performance of this Agreement and
a temporary restraining order and/or preliminary and/or permanent injunction, as
a remedy for such breach in addition to any and all other remedies  available at
law or in equity and without prejudice to any such other remedies.

     14.17 Entire Agreement. This Agreement including the attached Exhibits, all
of which are incorporated herein by reference), constitutes the entire agreement
between the parties and  supersedes  any prior,  collateral  or  contemporaneous
negotiations, representations and agreements, oral or written agreement, between
the  parties  with  respect  to  the  subject  matter  hereof.  All  conditions,
warranties  and other terms implied by statute or common law are excluded to the
fullest extent permitted by applicable law.

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

<PAGE>

<TABLE>

<S>                                            <C>
OPENWAVE, INC.
                                               -------------------------------------------
                                               [Distributor]

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

Name:                                          Name:
      -----------------------------------            -------------------------------------

Title:                                         Title:
       ----------------------------------             ------------------------------------

Date:                              , 2000      Date:                                , 2000
      -----------------------------                  -------------------------------

Address:   800 Chesapeake Drive                Address:
                                                       -----------------------------------
           Redwood City, CA 94063
                                                       -----------------------------------

Fax Number:  +1-650-817-1499                   Fax Number:
                                                          --------------------------------
</TABLE>

<PAGE>

                                    Exhibit A

                                Licensed Software

Openwave Secure Enterprise WAP Proxy:


     Openwave Secure Enterprise WAP Proxy consists of:


     WAP Services

     Proxy Services

     Security/Authentication

          Locale  Support  Services  (language  localization  module,   provides
          capability to localize)

          TCP/IP and HTTP1.1 support

Additional  Third Party  Requirements:  The following  third party  products are
required and must be procured by and paid for by Distributor separately: ###


Carrier Requirements: Distributor acknowledges that the first commercial version
of the  Licensed  Software  requires the carrier to license  Openwave's  UP.Link
Server Software version 5 or higher products.

<PAGE>


                                    Exhibit B

                                 Openwave Marks

<PAGE>


                                    Exhibit C

Additional License Restrictions and Distribution Terms For Pre-Released Software

As a condition to Distributor's  participation in distribution of early versions
of the Licensed Software, Distributor shall comply with the terms and conditions
set forth in this Exhibit C.

1. Definitions.

1.1 "Alpha  Version"  means  pre-released  software not available to the general
public  signified  with a version  number that begins with the letter R. Example
R001.

1.2 "Beta  Version"  means  pre-released  software not  available to the general
public signified with a version number lower than 1.0

1.3 "First  Commercial  Sale Version" means publicly  available  software with a
version number that is 1.0 or higher

2. Distribution  Limits.  Distributor  understands and agrees that for the Alpha
Version  and  Beta  Version  of  the  Licensed   Software,   Openwave's  initial
distribution shall be for a limited number of End Users who require licenses for
not less than  1,000 and not more than  10,000  concurrent  users.  Accordingly,
Distributor  agrees that for the Alpha  Version and Beta Version of the Licensed
Software,  Distributor  shall be required to obtain  Openwave's  prior  approval
before  distributing the Licensed  Software to any individual  person or entity.
Such approval may be given or withheld in Openwave's sole discretion.

3. Version Control.

3.1 Openwave will initially  provide copies of the Alpha Version of the Licensed
Software to Distributor hereunder.  If Openwave develops and makes available for
distribution  a Beta  Version or First  Commercial  Sale Version of the Licensed
Software, Openwave will notify Distributor.

3.2  Immediately   upon  receipt  of  such  notice,   Distributor   shall  cease
distribution  of the version (Alpha  Version or Beta Version,  as applicable) of
the  Licensed  Software  then in  Distributor's  possession  and shall return to
Openwave  all  copies  of such  version  of the  Licensed  Software  then in its
possession.  Openwave will replace the returned copies of the Licensed  Software
with copies of the new version (Beta Version or First  Commercial  Sale Version,
as applicable) at no additional charge.

3.3 In addition, upon receipt of the notice provided hereunder, Distributor will
notify  the End Users  who  obtained  the Alpha  Version  or Beta  Version  from
Distributor that a new version is available. Openwave will make available copies
of  the  new  version  (Beta  Version  or  First  Commercial  Sale  Version,  as
applicable) of the Licensed  Software for  replacement of such End Users' copies
of the Licensed Software at no additional  charge.  Distributor shall distribute
to such End Users the  appropriate  number of copies of the new  version  of the
Licensed  Software  and will  retrieve and deliver to Openwave all copies of the
prior version of the Licensed Software then in the possession of the End Users.

<PAGE>

3.4 Nothing herein shall obligate Openwave to develop any modification,  update,
improvement or version beyond the Alpha Version.  Distributor shall not disclose
or  announce  availability  of a new  version of the  Licensed  Software  or any
related  product or service  unless and until  Openwave  gives its prior written
approval of such disclosure or announcement.

4. Support  Commitments.  Distributor  shall use best efforts to promote Support
Services  to End Users  licensing  the Alpha or Beta  Versions  of the  Licensed
Software.  For each End User who purchases Support  Services,  Distributor shall
collect and provide to Openwave  contact  information for the End User's systems
administration personnel.  Openwave shall be permitted to contact such personnel
in connection with the Licensed Software. Distributor shall notify each End User
that Openwave is receiving such information and may contact such personnel.

5. Marketing Activities. End User shall not disclose or announce availability of
a new version of the Licensed  Software or any related product or service unless
and until  Openwave  gives its prior  written  approval  of such  disclosure  or
announcement.  Openwave shall have the right to issue a press release announcing
that the End User has licensed the Licensed  Product.  Upon Openwave's  request,
End User,  Openwave and Distributor will issue a joint press release  announcing
the licensing of the Licensed Software by End User.

5. Openwave Access. During Alpha and Beta periods, End User shall make available
to Openwave  remote access to End User's systems  running the Licensed  Software
for testing and diagnostic purposes.  Such access will be through a secure shell
or telnet  connection to End User's systems,  not mere dial up access.  End User
shall  grant to  Openwave  root access  privileges  in the  systems  running the
Licensed Software, solely for testing and diagnostic purposes. Openwave shall be
permitted to download testing and diagnostic data.

<PAGE>


                                    Exhibit D

                        Minimum End User Agreement Terms

Third Party  Beneficiary.  End User is hereby  notified that  Openwave,  Inc., a
Delaware  corporation  located at 800 Chesapeake  Drive,  Redwood City, CA 94063
("Openwave")  is a third-party  beneficiary  to the End User  Agreement  between
Distributor  and End  User.  Certain  provisions  of  this  Agreement  are  made
expressly  for the  benefit of  Openwave  and are  enforceable  by  Openwave  in
addition to Distributor.

Training. Prior to using the Licensed Software, End User shall have at least one
of its IS personnel  complete,  at End User's  expense,  Openwave  UP.University
course on the use of the UP.Link Server Software.

Version Control. If End User receives from Openwave or its distributor a version
of the software  that  replaces a version  supplied to End User as an "Alpha" or
"Beta"  product,  End User's  license to the prior version shall cease to exist,
and the replacement version shall become the software licensed to End User under
End User's license  agreement with Openwave.  End User shall promptly replace on
its systems the prior version with the new version  received and shall cease all
use of the prior  version  and  destroy  all copies of the prior  version in End
User's possession or control. Upon request, End User shall certify in writing to
Openwave that it has complied with this paragraph.  Nothing herein shall entitle
End User to receive any modification,  update, improvement or new version of the
Licensed Software.

Marketing Activities.  End User shall not disclose or announce availability of a
new version of the Licensed  Software or any related  product or service  unless
and until  Openwave  gives its prior  written  approval  of such  disclosure  or
announcement.  Openwave shall have the right to issue a press release announcing
that the End User has licensed the Licensed  Product.  Upon Openwave's  request,
End User,  Openwave and Distributor will issue a joint press release  announcing
the licensing of the Licensed Software by End User.

<PAGE>


                                    Exhibit E

                                      Fees

Distributor  shall be granted a ###  relative to the SRP prices  shown below for
Enterprise Proxy Product.


Openwave Enterprise Proxy with 128 bit security
Production                              ASP             SRP

30 day Trial Version                    ###              ###               ###
EP CD - 5 MNCCs                         ###              ###               ###
License Pack 5 MNCCs*                   ###              ###               ###
License Pack 10 MNCCs*                  ###              ###               ###
License Pack 50 MNCCs*                  ###              ###               ###
Lic. Pack 100 MNCCs*                    ###              ###               ###
Lic. Pack 500 MNCCs*                    ###              ###               ###
Lic. Pack 1,000 MNCCs*                  ###              ###               ###
Lic. Pack 10,000 MNCCs*                 ###              ###               ###
Lic. Pack 50,000 MNCCs*                 ###              ###               ###
Lic. Pack100,000 MNCCs*                 ###              ###               ###
*Requires prior or simultaneous license of Licensed Software CD


Support Services                        ASP              SRP          Disc (20%)
EP CD 5 MNCCs                           ###              ###               ###
Lic. Pack* 5                            ###              ###               ###
MNCCs
Lic. Pack* 10 MNCCs                     ###              ###               ###
Lic. Pack* 50 MNCCs                     ###              ###               ###
Lic. Pack* 100 MNCCs                    ###              ###               ###
Lic. Pack* 500 MNCCs                    ###              ###               ###
Lic. Pack* 1,000 MNCCs                  ###              ###               ###
Lic. Pack* 10,000 MNCCs                 ###              ###               ###
Lic. Pack* 50,000 MNCCs                 ###              ###               ###
Lic. Pack*100,000 MNCCs                 ###              ###               ###
*Requires  prior or  simultaneous  purchase  of  Support  Service  for  Licensed
Software CD

###

Billing Information

All  invoices  required  to be sent  under this  Agreement  shall be sent to the
address set forth  below,  or at such other  address  which may  hereinafter  be
designated in writing:

       Distributor:
                         -----------------------------------
                          [NO P.O. BOX ADDRESSES]

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

                         Attention:
                                   -------------------------
                                   [PRINT NAME AND TITLE]
                         Phone:
                               -----------------------------
                         Fax:
                             -------------------------------
                         Email:
                               -----------------------------

<PAGE>


                                    Exhibit F

                                   Report Form


>   Company Info: Name, Mailing address

>   Primary Contact: Name, telephone number, email address

>   Technical Contact: Name, telephone number, email address

>   Products purchased:

>   Date of license


<PAGE>

                                    Exhibit G

                          Distributor Support Agreement

     This Distributor Support Agreement (the "Distributor Support Agreement") is
entered into as of the Effective Date of the Software Distribution  Agreement by
and between Openwave,  Inc., a Delaware corporation,  having a place of business
at  800   Chesapeake   Drive,   Redwood   City,   CA  94063   ("Openwave")   and
________________________________,  a ____________________  corporation, having a
place  of  business  located  at  ______________________________________________
("Distributor").

                                    RECITALS

     WHEREAS,  simultaneously  with the  execution of this  Distributor  Support
Agreement,  Openwave and  Distributor  have  entered into that certain  Software
Distribution Agreement dated _________________,  2000 (the "Agreement") pursuant
to which Openwave grants Distributor certain licenses and rights to the Licensed
Software; and

     WHEREAS,  Distributor  desires to obtain,  and Openwave  desires to provide
Improvements to the Licensed Software and Distributor Support upon the following
terms and conditions;

     Therefore,  in  consideration  of their mutual  promises and other valuable
consideration, Openwave and Distributor agree as follows:

1. DEFINITIONS

     Unless  otherwise  defined herein,  all terms defined in the Agreement have
the  same  meanings  when  used  with  title  case  letters  in this  Exhibit  G
("Distributor Support Agreement").

     1.1  "Error(s)"  means  any  verifiable  and  reproducible  failure  of the
Licensed Software (or any superseded  version of the Licensed Software for which
Openwave  will  provide  maintenance  pursuant  to Section 3.2  ("Version  Level
Support") of the  Distributor  Support  Agreement) to materially  conform to the
functions of such product as  described  in the  Documentation.  Notwithstanding
anything  contained  herein to the contrary,  the term "Error" shall not include
any failure of the Licensed Software to materially  conform to such functions as
described  and  set  forth  in  the   Documentation   that:   (i)  results  from
Distributor's  misuse or improper  use of the Licensed  Software;  (ii) does not
materially affect the operation and use of the Licensed Software;  (iii) results
from the  modification  by  Licensee of the  Licensed  Software in a fashion not
contemplated  by  this  Distributor  Support  Agreement;  or (iv)  results  from
Distributor's  failure to implement in a timely manner any relevant Improvements
made  available to Licensee by Openwave.  Openwave shall  determine  whether any
failure of the  Licensed  Software to  materially  conform to such  functions as
described in the applicable  Documentation  constitutes an Error for the purpose
of this Distributor Support Agreement, and shall also determine if an Error is a
Priority 1, 2 or 3 Error as defined below.

     1.2 "Error  Correction(s)" means either: (a) a modification of, addition to
or deletion from the Licensed Software that, when made to the Licensed Software,
causes the  Licensed

<PAGE>

Software to  materially  conform to the  functions of the  Licensed  Software as
described  and set forth in the  Documentation;  or (b) a  procedure  or routine
that,  when  observed  in  the  regular  operation  of  the  Licensed  Software,
eliminates the material adverse effect on Licensee of such Error.

     1.3 ###





     1.4 ###




     1.5 ###

     1.6  "Distributor  Support"  means  the  ongoing  maintenance  and  support
services  for the  Licensed  Software to be  performed  by  Openwave  under this
Distributor Support Agreement.

     1.7 "Workaround" means a solution that Openwave (after diagnosing an Error)
has  implemented,  or enabled  Licensee to  implement,  that allows the Licensed
Software to regain  functionality  and provide major functions  substantially in
accordance with the Documentation.

2. IMPROVEMENTS

     Provided  that  Distributor  is current in its Support Fee  payments as set
forth in this Distributor  Support  Agreement,  all Improvements of the Licensed
Software,  if any, will be made available by Openwave to Distributor  subject to
the provisions of this Distributor Support Agreement and the Agreement.

3. SUPPORT SERVICES

     3.1 Response to Errors

          3.1.1  Distributor  Responsibilities.  Distributor  agrees  to  notify
     Openwave's Global Technical Assistance Center in writing promptly following
     the  discovery  of any  Error.  E-mail  constitutes  written  notification.
     Openwave  agrees to make available to Distributor a listing of known Errors
     and to notify  Distributor in writing  promptly  following the discovery of
     any Priority 1 Error.  Further,  upon  discovery  of an Error,  Distributor
     agrees, if requested by Openwave, to submit to Openwave a listing of output
     and any  other  data  that  Openwave  may  reasonably  require  in order to
     reproduce the Error and/or the operating  conditions  under which the Error
     occurred or was discovered.  Such listings and data shall be deemed part of
     Distributor's Confidential Information.  All information,  oral or written,
     communicated  between the  parties  concerning  any Errors is  Confidential
     Information and is governed by Section 9  ("Confidential  Information")  of
     the Agreement.

          3.1.2 Openwave  Telephone,  Electronic and Remote Support.  During the
     term of this Support  Agreement,  Openwave's  Global  Technical  Assistance
     Center  ("GTAC")

<PAGE>

     shall provide  Support  Services to Distributor on a twenty-four  (24) hour
     per day, seven (7) days per week basis.  Communications between Distributor
     and Openwave will include electronic mail, telephone and remote access. All
     urgent requests for reporting  Priority 1 Errors as defined  hereunder must
     be submitted to Openwave via the GTAC support line, telephone number: # # #
     All  other  requests   should  be  submitted  to  Openwave  via  email  to:
     tac@Openwave.  The foregoing addresses, telephone numbers and other contact
     information  are subject to change on reasonable  advance  notice.  Initial
     installation  will  be  scheduled  upon   Distributor's   completion  of  a
     preliminary  checklist form to be provided by Openwave.  Openwave will, for
     the purposes of performing  prompt  software  installation  and Distributor
     Support to the  Licensed  Software,  utilize a remote  access  method,  (i)
     telnet (ii) ssh or (iii) modem dial-up.  Each access method must facilitate
     terminal login, HTTP and FTP access. Openwave will provide Distributor with
     two IP addresses  from which the telnet  session will  originate  and which
     allows Distributor to filter for security  purposes.  Distributor agrees to
     elect up to four (4) employees who are  authorized to contact and work with
     the GTAC as required.

          3.2 Version Level Support. During the term of this Distributor Support
     Agreement,  Openwave  will  support:  (i)  the  then-current,  commercially
     available release of the Licensed Software and Updates, if any, supplied to
     Distributor  by  Openwave;  and  (ii) one  prior  release  of the  Licensed
     Software.

     3.3 Other Support Services

          3.3.1 Installation and Operational Support. In undertaking the support
     commitments described in this Distributor Support Agreement,  Openwave will
     provide Distributor with one (1) remote installation. Openwave will provide
     limited  telephone,  remote and email support,  which is not to exceed four
     (4) hours per month per Distributor,  for non-covered  failures and defects
     (any additional  support for  non-covered  failures and defects shall be on
     reasonable terms, conditions and rates, as agreed upon by the parties).

          3.3.2 Training. Openwave will provide a two (2) day technical training
     session, for up to five (5) of Distributor's technical personnel, regarding
     the operation of the Licensed Software.  Such training will be conducted at
     a  location  to be agreed by the  parties  and  Distributor  shall bear all
     expenses  arising from  attending  such  training  session.  3.3.3  On-site
     Installation and Training. Upon request, Openwave will provide,  subsequent
     to the initial  installation,  (i) on-site  installation  at  Distributor's
     facility for an additional fee of # # #

     3.3.3 On-site Installation and Training. Upon request, Openwave will
provide, subsequent to the initial installation, (i) on-site installation at
Distributor's facility for an additional fee of # # #


     3.4 Exclusions from Support  Services.  Support Services under this Support
Agreement  do not cover  services  for any  failure  or  defect in the  Licensed
Software caused by any of the following:  (a) the improper use,  alteration,  or
damage of the Licensed  Software by  Distributor  or persons other than Openwave
employees;  (b) modifications to the Licensed Software not made or authorized by
Openwave;  (c) interfacing  between the Licensed Software and operating systems,
database software and/or other software that is not approved by Openwave; or (d)
use of  Licensed  Software:  (i) on  hardware  that  has not  been  approved  by
Openwave;  or (ii) on a computer server other than the Designated  Server or any
authorized replacement for it.

         3.5 Additional  Services.  Except as otherwise provided under Section 3
("Other Support Services"), Openwave will provide to Distributor such additional
services relating to the Licensed Software not otherwise provided as part of the
Distributor  Support  hereunder as may be

<PAGE>

requested by Distributor from time to time on terms, conditions and rates as the
parties shall agree upon.

4. FEES AND TAXES

     4.1  Support  Fees.  The  Support  Fee is as  provided in Exhibit E. If any
payment due  hereunder is overdue,  Openwave may suspend  performance  hereunder
until such delinquency is corrected.

     4.2 Taxes. The Support Fees do not include any taxes,  duties or charges of
any kind. Distributor shall be responsible for all applicable foreign,  federal,
state, local or other taxes, including, without limitation,  withholding, sales,
use,  value  added taxes or any amounts  levied in lieu  thereof  imposed by any
foreign,  federal,  state or local governmental  entity for products or services
provided  under  this  Distributor  Support  Agreement   (hereinafter  "Taxes");
provided,  however,  Distributor shall have no responsibility for taxes based on
Openwave's net income.  Openwave will invoice Distributor for the amounts of any
such Taxes Openwave is legally  obligated to collect,  and Distributor  will pay
such amounts to Openwave promptly upon receipt of such invoice.

     4.3 Late Payments.  Payments by Distributor that are not made within thirty
(30) days of receipt of invoice  shall be subject to a late charge  equal to one
and  one-half  percent (1 1/2%) per month (or, if less,  the maximum  allowed by
applicable law) on the overdue  balance,  calculated from the date due until the
date  paid.  Distributor  shall be  responsible  for any  costs  resulting  from
collection  by  Openwave  of any  such  past  due  amounts,  including,  without
limitation, reasonable attorney fees and court costs.

5. TERM AND TERMINATION

     5.1 Term of the Support Agreement. This Distributor Support Agreement shall
commence  on the  Effective  Date  of  the  Agreement  and  shall  extend  after
termination or expiration of the Agreement with respect to any sublicenses  that
survive  expiration or  termination of the  Agreement.  Distributor  will not be
permitted to add  additional  End Users to this  Distributor  Support  Agreement
after  termination or expiration of the  Agreement.  Openwave may terminate this
Distributor  Support Agreement upon the expiration of Distributor's  obligations
to  provide  support  to End  Users as set forth in  Section  13.3  ("Effect  of
Termination")  of the  Agreement.  Distributor  may terminate  this  Distributor
Support  Agreement at any time by not less than one (1) quarter's written notice
for End  Users  for  which it no  longer  requires  support;  provided,  that if
Distributor so terminates this Distributor Support Agreement and later wishes to
resume receiving  Distributor Support for such End User hereunder,  it may do so
only by first  paying a  reinstatement  fee equal to the amount of Support  Fees
Distributor  would have been required to pay hereunder for such End User for the
entire  period  during  which  it did  not  receive  such  Distributor  Support,
including late charges thereon in accordance with Section 4.3 ("Late  Payments")
above.

     5.2  Termination  with Cause.  This  Distributor  Support  Agreement may be
terminated  immediately  by  either  party in the  event:  (i) the  other  party
breaches any material  provision of this  Distributor  Support  Agreement or the
Agreement  and does not remedy such  breach  within  thirty (30) days  following
notice of such breach from the non-breaching party; (ii) the other party becomes
insolvent;  (iii) if the other  party  makes an  assignment  for the  benefit of
creditors;  or  (iv)  there  are  instituted  by  or  against  the  other  party
proceedings in bankruptcy, reorganization,  receivership or dissolution and such
proceeding is not removed within sixty (60) days thereafter.

<PAGE>

     5.3  Return  of  Confidential   Information.   Upon   termination  of  this
Distributor  Support Agreement  pursuant to Section 5 ("Term and  Termination"),
each party  shall:  (i) return to the other party the original and all copies of
any  Confidential  Information  of the  disclosing  party in its  possession  or
control and any summaries or analyses thereof or studies or notes thereon in its
possession or control;  and (ii) at the disclosing party's request,  have one of
the officers of the  receiving  party  certify in writing that it: (a) shall not
make any further use of such  Confidential  Information of the disclosing party;
and (b) shall  comply  with the terms of  Section 9  ("Confidentiality")  of the
Agreement regarding prohibited use of Confidential Information of the disclosing
party.

     5.4 Survival.  The provisions of Sections 1  ("Definitions"),  4 ("Fees and
Taxes"),  5.3 ("Return of Confidential  Information"),  5.4  ("Survival")  and 6
("Miscellaneous")  of this  Distributor  Support  Agreement  shall  survive  any
expiration or termination of this Distributor Support Agreement.

6. MISCELLANEOUS

     6.1 Other  Provisions.  The  provisions  of the  Agreement  shall  apply as
appropriate to this Distributor  Support Agreement,  and are incorporated herein
in full by  reference.  If a conflict  arises  between the  Distributor  Support
Agreement and the Agreement, the terms of the Agreement shall control.

     6.2 No License Rights.  Nothing in this Distributor Support Agreement shall
be construed to grant Distributor any license rights,  except as provided in the
Agreement.

     IN WITNESS WHEREOF, the parties have entered into this Support Agreement as
of the date first written above.

OPENWAVE, INC.                          DISTRIBUTOR

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

Name:                                    Name:
     --------------------------               ----------------------------------

Title:                                   Title:
      -------------------------                --------------------------------

<PAGE>


                                    EXHIBIT H

                                designated server


Computer Equipment:

     Brand and model of CPU(s) and number of each:
                                                  ------------------------------

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

     Data Base(s):
                  --------------------------------------------------------------

Installed Site:


     Name:             __________________________________

     Address:          __________________________________

                       __________________________________

                       __________________________________

     Phone:            __________________________________

     Fax:              __________________________________


By: ______________________________________

Name: ____________________________________

Title: ___________________________________

Date: ______________________________, 2000

<PAGE>

                          DEVELOPER ALLIANCE AGREEMENT
                         Agreement No.:________________

     This Developer  Alliance Agreement (the "Agreement") is entered into by and
between Openwave Systems Inc., a Delaware corporation, having a principal office
at 800  Chesapeake  Drive,  Redwood  City,  CA 94063  ("Openwave")  and Geoworks
Corporation, a Delaware corporation, having a principal place of business at 960
Atlantic Avenue,  Alameda CA 94501  ("Alliance  Member")  identified  below. The
terms of this Agreement  shall apply to each Licensed  Software  license granted
and to all services  provided by Openwave  under this  Agreement,  which will be
identified on one or more Order Forms.

1. DEFINITIONS

1.1  "Commencement  Date"  means  the date on which  the  Licensed  Software  is
delivered by Openwave,  or if no delivery is necessary,  the Effective  Date set
forth on the relevant Order Form.

1.2  "Designated  Server"  shall mean the  computer  server  owned or leased and
operated by the Alliance  Member or operated on behalf of the Alliance Member by
an outsourcing entity, and identified on the Order Form, upon which the Alliance
Member is authorized to exercise the rights granted to it under this Agreement.

1.3  "Documentation"  means  the  user  guides  and  manuals  for the use of the
Licensed  Software.  Documentation  is  provided  in the  CD-ROM or bound  form,
whichever is generally available.

1.4 "Order  Form"  shall mean the  document in hard copy or  electronic  form by
which the Alliance  Member orders  Licensed  Software  licenses and services and
which is agreed to by the parties.  The Order Form shall reference the Effective
Date of this Agreement.

1.5 "Licensed  Software"  shall mean the UP.Link server  software in object code
form distributed by Openwave and the media, Documentation, and Updates therefor.

1.6 "Support Services" means the ongoing maintenance and support of the Licensed
Software  performed by Openwave  under its  then-current  terms in effect on the
date Support Services are performed.

1.7  "Update"  shall mean a  subsequent  release of a  Licensed  Software  which
Openwave  makes  generally  available  for  Licensed  Software  licenses  at  no
additional  license  fee other than media and  handling  charges,  provided  the
Alliance  Member is current on all fees  required for Support  Services for such
licenses for the relevant  time period.  Updates  shall not include any release,
option or future product that Openwave licenses separately.

1.8  "Value-Added  Package"  shall mean the  hardware  or  software  products or
services  having  added  value which are  developed,  sold,  and/or  licensed by
Alliance Member.

2. RIGHTS GRANTED

2.1 Development and Demonstration Use Licenses.  Openwave grants to the Alliance
Member a non-exclusive, non-transferable license to use the Licensed Software as
follows:

     A. To use the Licensed Software to assist in the development or prototyping
of Value-Added Package(s);

     B. To demonstrate the Licensed  Software to potential  customers  solely in
conjunction with the demonstration of the Value-Added Package(s);


                                       1
<PAGE>

     C. To use the Documentation  provided with the Licensed Software in support
of the Alliance Member's authorized use of the Licensed Software; and

     D. To make  one (1) copy the  Licensed  Software  for  archival  or  backup
purposes.  No  other  copies  shall be made  without  Openwave's  prior  written
consent.  All titles,  trademarks,  and copyright and restricted  rights notices
shall be  reproduced  in such  copies.  Such copy of the  Licensed  Software  is
subject to the terms of this Agreement.

2.2  Limitations  on Use.  The Alliance  Member  shall not use or duplicate  the
Licensed Software  (including the  Documentation)  for any purpose other than as
specified in this  Agreement or make the  Licensed  Software  available to third
parties.  The Alliance  Member  shall not (a) use the Licensed  Software for its
internal data processing or for processing customer data; (b) rent, lease, grant
a security interest in, transfer right,  electronically  distribute or timeshare
the remote processing services or otherwise  distribute the Licensed Software by
interactive  cable or remote  processing  services or otherwise  distribute  the
Licensed Software;  or (c) cause or permit the Licensed Software to be modified,
translated, reverse engineered, disassembled, or decompiled.

2.3 Title.  Openwave and its suppliers  shall retain all title,  copyright,  and
other proprietary rights in the Licensed Software and any other modifications or
translations  thereof.  The  Alliance  Member does not acquire any rights in the
Licensed Software other than those specified in this Agreement.

3.   SUPPORT  SERVICES.  Support  Services  will be  provided  under  Openwave's
     support  policies  in  effect on the date  Support  Services  are  ordered.
     Openwave will provide  training as agreed to by the parties under the terms
     of this Agreement. # # #

4.   FEES AND PAYMENT

4.1  License Fees. # # #

4.2  # # #

4.3 General Payment Terms.  All fees shall be due and payable within thirty (30)
days from the date of  invoice.  Fees due by the  Alliance  Member  shall not be
subject to set-off for any claims against  Openwave.  All payments shall be made
in United States  currency.  The Alliance  Member shall be  responsible  for all
applicable  national,  state and local taxes, value added or sales taxes, levies
and assessments  pertaining to the sale of the Licensed  Software  (except taxes
based upon  Openwave's net income from the sale of the Licensed  Software to the
Alliance Member) except to the extent the Alliance Member provides Openwave with
a valid tax exemption  certificate.  Any amounts  payable by the Alliance Member
hereunder  which  remain  unpaid after the due date shall be subjected to a late
charge equal to  # # #  per month from the due date until such amount is paid.

4.4 Billing  Information.  All invoices required to be sent under this Agreement
shall be deemed given:  (i) when sent by confirmed  facsimile or telecopy;  (ii)
three (3) business  days after being sent by commercial  overnight  courier with
written  verification  of receipt;  or (iii) when  received  after being  mailed
postage prepaid by certified or registered mail,  return receipt  requested,  to
the address set forth below,  or at such other address which may  hereinafter be
designated in writing:


                                       2
<PAGE>

         Alliance Member:  Geoworks Corporation
                           960 Atlantic Avenue
                           Alameda CA 94501
                           Attn. CFO
                           510 814 1660
                           fax 510 814 4251
                           ttoppin@geoworks.

5. NOTICE OF CLAIM. The Alliance Member will notify Openwave promptly in writing
of: (a) any claim or proceeding  involving  the Licensed  Software that comes to
its attention;  and (b) any material  change in the management or control of the
Alliance Member. Said notices shall be sent to the address set forth above.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall become  effective on the Effective Date and shall
remain in effect for # # # unless  renewed upon mutual  agreement by the parties
or unless this Agreement is terminated as provided in this Section 6.

6.2  Termination by the Alliance  Member.  The Alliance Member may terminate any
Licensed  Software license at any time;  however,  termination shall not relieve
the Alliance Member's obligations specified in Section 6.4.

6.3  Termination by Openwave.  Openwave may terminate this Agreement at any time
upon written notice if the Alliance  Member breaches this Agreement and fails to
correct the breach within thirty (30) days following  written notice  specifying
the breach.

6.4 Effect of Termination. Upon expiration or termination of this Agreement, all
of the Alliance  Member's  rights to the Licensed  Software as set forth in this
Agreement shall cease.  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 Alliance Member's  obligation to
pay all fees that have  accrued  or that are owed by the  Alliance  Member.  The
parties'  rights and  obligations  under  Section 2, 4, 5, 6, 7, 8, 9, 10 and 11
shall survive  termination of this  Agreement.  Upon  termination,  the Alliance
Member  shall cease using and shall return or destroy all copies of the Licensed
Software.

7. INDEMNITY, WARRANTIES, REMEDIES


# # #


                                       3
<PAGE>


7.2      Warranty and Disclaimers

7.2.1    # # #



7.3  Disclaimers.  THE  WARRANTIES  ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES,  WHETHER  EXPRESS OR  IMPLIED,  OF ANY KIND,  AS TO ITS  ACCURACY OR
COMPLETENESS,  AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.  TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, OPENWAVE DISCLAIMS ALL OTHER REPRESENTATIONS
AND  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  BUT NOT  LIMITED  TO IMPLIED
WARRANTIES   OF    MERCHANTABILITY,    FITNESS   FOR   A   PARTICULAR   PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL  PROPERTY RIGHTS AND DATA SECURITY,
WITH RESPECT TO THE LICENSED SOFTWARE. OPENWAVE DOES NOT WARRANT THAT THE USE OF
THE LICENSED  SOFTWARE WILL BE  UNINTERRUPTED  OR ERROR FREE,  NOR DOES OPENWAVE
GUARANTEE,  OR MAKE ANY REPRESENTATIONS  REGARDING THE USE OF, OR THE RESULTS OF
THE USE OF, THE LICENSED SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY
OR OTHERWISE,  AND THE ALLIANCE MEMBER RELIES ON THIS LICENSED  SOFTWARE AND ITS
RESULTS SOLELY AT THE ALLIANCE MEMBER'S OWN RISK.

7.4 Exclusive  Remedies.  For any breach of the warranties  contained in Section
7.2 above,  the  Alliance  Member's  exclusive  remedy,  and  Openwave's  entire
liability,  shall be (i) repair or replace the Licensed Software; or (ii) advise
the  Alliance  Member how to achieve  substantially  the same  functionality  as
described in the Documentation.  For Support Services,  Openwave will re-perform
the services.

# # #


                                       4
<PAGE>

8. CONFIDENTIALITY.  Confidential  information shall mean this Agreement and all
information  a  party   discloses  to  the  other  which  has  been  either  (a)
characterized  as  confidential  at the time of its  disclosure,  or (ii) orally
characterized   as  confidential   at  the  time  of  disclosure.   Confidential
Information shall not include Confidential Information that: (i) is or becomes a
matter of public knowledge  through no fault of the Receiving Party; or (ii) was
in the Receiving Party's  possession prior to receipt from the Disclosing Party;
or (iii) was  rightfully  disclosed  to the  Receiving  Party by another  person
without restriction;  or (iv) is independently  developed by the Receiving Party
without  access  to such  Confidential  Information.  The  Receiving  Party  may
disclose  Confidential  Information  pursuant  to any  statutory  or  regulatory
authority or court order,  provided the Disclosing Party is given prompt written
notice of such  requirement  and the scope of such  disclosure is limited to the
extent  possible.  The  Alliance  Member  shall not  disclose the results of any
benchmark tests of the Licensed  Software to any third party without  Openwave's
prior  written  approval.  The parties  agree to hold each other's  Confidential
Information  in  confidence  during the Term and for a period of three (3) years
after termination of this Agreement.  The parties agree, unless required by law,
not to make each other's Confidential  Information  available in any form to any
third party for any purpose  other than the  implementation  of this  Agreement.
Each  party  agrees to take all  reasonable  steps to ensure  that  Confidential
Information  is not  disclosed  or  distributed  by its  employees  or agents in
violation of the terms of this Agreement.

     The  Alliance  Member  acknowledges  that  Openwave  is likely to  disclose
Confidential  Information of a highly  confidential  and strategic  nature.  The
Alliance Member also  acknowledges that certain employees and contractors of the
Alliance  Member are currently or may be involved in the development of products
which are  competitive  to the  Licensed  Software  ("Competing  Product").  The
Alliance Member agrees to notify Openwave in writing upon initiation of planning
and/or  development  activities  in  connection  with one (1) or more  Competing
Products.  At such  time  as the  Alliance  Member  initiates  such  activities,
Openwave will have right, in its sole  discretion,  to terminate this Agreement.
The Alliance Member agrees to use commercially reasonable efforts to ensure that
at no time,  either during the Term or for a period of three (3) years after the
expiration or termination  hereof,  will the Alliance Member allow its employees
or  contractors  who are  directly  engaged in the  development  of a  Competing
Product  to  have  access  to  Confidential  Information,  the use of  which  is
restricted under this Agreement.

9. LIMITATION OF LIABILITY.  UNDER NO  CIRCUMSTANCES  AND UNDER NO LEGAL THEORY,
TORT, CONTRACT,  OR OTHERWISE,  SHALL OPENWAVE OR ITS SUPPLIERS BE LIABLE TO THE
ALLIANCE  MEMBER OR ANY OTHER  PERSON FOR ANY DAMAGES  OFANY KIND ARISING OUT OF
THE USE OR INABILITY TO USE THE LICENSED SOFTWARE OR ANY DATA SUPPLIED THEREWITH
OR OTHERWISE  OUT OF THIS  AGREEMENT,  REGARDLESS  OF WHETHER THEY ARE INDIRECT,
SPECIAL,  INCIDENTIAL,  OR CONSEQUENTIAL  DAMAGES OF ANY KIND INCLUDING  WITHOUT
LIMITATION,  DAMAGES FOR LOSS OF GOODWILL,  WORK STOPPAGE,  COMPUTER  FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF OPENWAVE
IS ADVISED OF THE  POSSIBILITY  OF SUCH  DAMAGES,  OR FOR ANY CLAIM BY ANY THIRD
PARTY.  THIS  LIMITATION OF LIABILITY  SHALL NOT APPLY TO LIABILITY FOR DEATH OR
PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. # # #


10.   PROPRIETARY RIGHTS

10.1 Title and Ownership.  All copies of the Licensed Software and Documentation
whether in machine-readable or printed form, and including,  without limitation,
derivative  works,  compilations,  or  collective  works thereof and all related
technical  know-how and all rights therein  (including without limitation rights
in patents,  copyrights,  and trade secrets applicable  thereto),  are and shall
remain the exclusive property of Openwave or its suppliers.  The Alliance Member
shall not take any action to encumber,  lien,  or otherwise  assign to any third
party Openwave's  ownership of and rights with


                                       5
<PAGE>

respect to the Licensed  Software and  Documentation.  The Alliance Member shall
have only those rights in or to the Licensed Software and Documentation  granted
to it pursuant to this Agreement.

10.2  Proprietary  Notices.  Alliance  Member will ensure that all copies of the
Licensed Software  incorporate  copyright and other  proprietary  notices in the
same manner that Openwave  incorporates such notices in the Licensed Software or
in any manner  reasonably  requested by Openwave.  The Alliance  Member will not
remove any  copyright or other  proprietary  notices  incorporated  on or in the
Licensed Software by Openwave.

10.3 Use of  Trademarks.  During the Term,  the  Alliance  Member  shall use the
trademarks,  marks,  and trade names that  Openwave and its  suppliers may adopt
from time to time (the  "Trademarks")  solely for the  purposes  set forth under
this  Agreement.  Nothing  herein will grant to the  Alliance  Member any right,
title or interest in or to the  Trademarks.  At no time during or after the Term
of this  Agreement  will the  Alliance  Manager  challenge  or assist  others to
challenge Openwave's ownership of and/or the validity of Openwave's  Proprietary
Rights,  including  without  limitation the Trademarks  and/or the  registration
thereof, or attempt to register any trademarks, marks or trade names confusingly
similar to those of  Openwave.  The Alliance  Member shall follow all  trademark
usage  guidelines  communicated  by Openwave  in  connection  with the  Alliance
Member's use of the  Trademarks.  Failure to comply with such  guidelines  shall
entitle  Openwave to terminate  immediately the Trademark  rights granted to the
Alliance Member  hereunder.  Upon  termination of this Agreement for any reason,
the Alliance Member will  immediately  cease all use of the Licensed  Software's
names and the  Trademarks  and, at the Alliance  Member's  election,  destroy or
deliver to Openwave all materials in the Alliance Member's control or possession
which bear such names and trademarks, including any sales literature.

The Alliance Member shall not market the Openwave  Licensed  Software in any way
which implies that the Openwave Licensed Software are the proprietary product of
the Alliance Member or of any party other than Openwave. Openwave shall not have
any  liability  to the  Alliance  Member  for any claims  made by third  parties
relating to the Alliance Member's use of Openwave's trademarks.

11.   MISCELLANEOUS

11.1 Force  Majeure.  Neither party to this Agreement will be liable for failure
to perform any of its obligations  hereunder  (other than a payment  obligation)
during any  period in which such  performance  is delayed by fire,  flood,  war,
riot, embargo, organized labor stoppage,  earthquake, acts of civil and military
authorities, or any other acts beyond its reasonable control; provided, however,
that the party suffering such delay immediately  notifies the other party of the
delay;  and  provided,  further,  that  either  party  shall  have the  right to
terminate this Agreement upon thirty (30) days prior written notice if the delay
of the other  party due to any of the  above-mentioned  causes  continues  for a
period of thirty (30) days.

11.2 Governing Law and Jurisdiction;  Language.  This Agreement will be governed
by and  construed in  accordance  with the laws of the State of  California,  as
applied  to  agreements  made and  performed  entirely  within  California.  The
Alliance  Member  hereby  irrevocably   consents  and  subjects  itself  to  the
jurisdiction  of the  state  and  Federal  courts  located  within  the State of
California. This Agreement is in the English language only, which language shall
be  controlling in all respects,  and all versions  hereof in any other language
shall be for  accommodation  only and  shall  not be  binding  upon the  parties
hereto.  All  communications  and  notices to be made or given  pursuant to this
Agreement shall be in the English language.

11.3 Severability.  If any provisions of this Agreement,  or application thereof
to any person,  place,  or  circumstance,  shall be held by a court of competent
jurisdiction  to be  invalid,  unenforceable,  or void,  the  remainder  of this
Agreement  and  such  provisions  as  applied  to  other  persons,  places,  and
circumstances shall remain in full force.

11.4 Amendment.  This Agreement may be amended or supplemented only by a writing
that refers  specifically  to this  Agreement  and is signed by duly  authorized
representatives of both parties.


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<PAGE>

11.5 Waiver. Except as otherwise provided in this Agreement,  any failure of any
of the parties to comply with any obligation,  covenant,  agreement or condition
herein may be waived by the party  entitled  to the  benefit  thereof  only by a
written  instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict  compliance with such obligation,  representation,
warranty,  covenant, agreement or condition shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure.

11.6  Assignment.  The Alliance Member may not assign or otherwise  transfer any
rights under this Agreement without Openwave's prior written consent.

11.7  Export.  The  Alliance  Member  acknowledges  and agrees that the Licensed
Software  is subject to certain  U.S.  export  control  licensing  restrictions,
including  U.S.  Commerce  Department  controls on  encrypted  technology.  THIS
AGREEMENT IS EXPRESSLY  MADE SUBJECT TO ANY LAWS,  REGULATIONS,  ORDERS OR OTHER
RESTRICTIONS  ON THE EXPORT  FROM THE U.S.  OF ANY  SOFTWARE  THAT  INCLUDES  OR
INCORPORATES ANY ENCRYPTION  TECHNOLOGY,  INCLUDING THE LICENSED  SOFTWARE.  The
Alliance Member agrees to comply at all times with all applicable  United States
laws and regulations  relating to the  exportation of the Licensed  Software and
with all  applicable  foreign  laws and  regulations  relating  to the  Licensed
Software  and this  Agreement,  and shall not export or  re-export  the Licensed
Software from the U.S.,  except in strict  compliance  with U.S.  export control
laws, including,  as applicable,  obtaining appropriate licensing authority from
the U.S.  Commerce  Department  prior to any export or re-export of the Licensed
Software.  The Alliance Member shall obtain written  assurances from each of its
Subscribers  to fully  comply with the  provisions  of this  Section  11.7.  The
Alliance Member agrees that its obligations  pursuant to this Section 11.7 shall
survive and continue  after any  termination  or expiration of rights under this
Agreement.

11.8  Notices.  All  notices  required  to be sent by either  party  under  this
Agreement  shall be  deemed  given:  (i) when  sent by  confirmed  facsimile  or
telecopy;  (ii) three (3) business days after being sent by commercial overnight
courier with written verification of receipt; or (iii) when received after being
mailed  postage  prepaid  by  certified  or  registered  mail,   return  receipt
requested,  to the party to be notified,  at the respective  addresses set forth
above, or at such other address which may hereinafter be designated in writing.

11.9 Independent  Contractors.  Nothing contained herein or done in pursuance of
this Agreement  shall  constitute  the parties  entering upon a joint venture or
partnership,  or shall  constitute  either party the agent for the other for any
purpose or in any sense  whatsoever.  Neither party shall,  for any purpose,  be
deemed  to be an agent of the  other  party  and the  relationship  between  the
parties shall only be that of independent contractors.  Neither party shall have
any  right or  authority  to assume or  create  any  obligations  or to make any
representations  or warranties on behalf of any other party,  whether express or
implied, or to bind the other party in any respect whatsoever.

11.10  Successors and Assigns.  Subject to the provisions of this Section 11.10,
this Agreement and the rights and obligations arising hereunder shall be binding
upon and inure to the benefit of the parties and to their respective  successors
and  assigns.  The  Alliance  Member  shall  not  assign  any of its  rights  or
obligations  hereunder,  whether  voluntarily  or by operation of law (including
without limitation  through merger,  acquisition,  reorganization,  liquidation,
foreclosure,  involuntary  sale in bankruptcy,  or the purchase of substantially
all of the Alliance  Member's  assets or  otherwise),  without the prior written
consent of Openwave,  which  consent  shall not be  unreasonably  withheld.  Any
unauthorized assignment shall be null and void.

11.11 Counterparts.  This Agreement may be executed in one or more counterparts,
each of which when executed shall be deemed to be an original,  but all of which
taken together shall constitute one and the same instrument.

11.12 Headings.  Headings used in this Agreement are for reference only and will
not be used in the interpretation of the Agreement.


                                       7
<PAGE>

11.13 Federal  Government.  The Alliance Member understands and agrees, that (a)
use, reproduction, release, modification or disclosure of the Licensed Software,
or any part thereof,  including technical data, is restricted in accordance with
Federal Acquisition  Regulation ("FAR") 12.212 for civilian agencies and Defense
Federal  Acquisition  Regulation  Supplement  ("DFARS")  227.7202  for  military
agencies, (b) the Licensed Software is a commercial product, which was developed
at private  expense,  and (c) use of the  Licensed  Software  by any  Government
agency,  department or other agency of the  Government is further  restricted as
set forth in the sublicense agreement.

11.14 Equitable Relief. The Alliance Member agrees that certain breaches of this
Agreement by the  Alliance  Member  (including  without  limitation  breaches of
Section 9 above) may result in irreparable harm to Openwave, the extent of which
would be difficult and/or  impracticable to assess, and that money damages would
not be an  adequate  remedy  for such  breach.  Accordingly,  Openwave  shall be
entitled to seek immediate  equitable and other  provisional  relief,  including
without  limitation  specific  performance  of this  Agreement  and a  temporary
restraining order and/or  preliminary and/or permanent  injunction,  as a remedy
for such breach in addition to any and all other remedies  available to Openwave
at law or in equity and without prejudice to any such other remedies.

11.15 Entire Agreement. This Agreement, and the Exhibits attached hereto, all of
which are incorporated herein by this reference, constitute the entire agreement
and  understanding  between the parties  with  respect to its and their  subject
matter and may not be contradicted  by evidence of any prior or  contemporaneous
oral or written agreement.

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

OPENWAVE SYSTEMS INC.                            ALLIANCE MEMBER

By:                                              By:
    ----------------------------------               ---------------------------
                 Signature

Name:                                            Name:
      --------------------------------                --------------------------
               Print or Type
Title:                                           Title:
       -------------------------------                  ------------------------

Date:                                 , 2000     Date:
      --------------------------------                ---------------------,2000

Address:     800 Chesapeake Drive                Address  860  Atlantic Ave.
             Redwood City, CA 94063              Alameda, CA 94501

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

Fax Number:  650-817-1499                        Fax Number:510814 4251


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