EXHIBIT
      10.17




**CONFIDENTIAL
            TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL
            PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***).
            THE
            CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
            COMMISSION.**
 
 
 **AMENDED
            AND RESTATED**
 **LICENSE
            AGREEMENT**
  **BY
            AND BETWEEN**
  **TRACE
            TECHNOLOGIES L.L.C. AND SNAPTRACK, INC.**
   **THIS
            AMENDED AND RESTATED LICENSE AGREEMENT** , collectively referencing that certain prior license agreement entered
            as of
            August 20, 1999, and as amended, by and between STI and Locate Networks,
            Inc.
            (the “ Agreement ”)
            is
            made and entered into as of January 16, 2006 (the “ Effective
            Date ”)
            by and
            between SnapTrack, Inc. (“ STI ”
or
            “ SnapTrack ”),
            a
            California corporation with its registered business office at 5775 Morehouse
            Drive, San Diego, California 92121, and Trace Technologies L.L.C.,
            (“ Trace ”),
            a
            Nevada limited liability company with its principal place of business
            located at
            4538 South 140 th Street,
            Omaha, Nebraska 68137. STI and Trace may individually be referred to
            as a
“party” and collectively as the “parties” in this Agreement. Except as is
            expressly and otherwise provided herein, this Agreement supersedes and
            replaces
            as of and after the Effective Date the prior License Agreement made and
            entered
            as of August 20, 1999, as amended, by and between STI and Trace Technologies
            L.L.C., as successor-in-interest to substantially all of the assets of
            Locate
            Networks, Inc. (the “ Prior
            License ”).
  **BACKGROUND**
  **WHEREAS** , Trace
            is
            in the business of designing, developing, marketing and selling proprietary
            wireless communication devices, including a location pager device for
            use and
            operation on ReFLEX networks, in conjunction with related location services.
  **WHEREAS** , STI
            is
            developing software and related technology based on its proprietary Assisted
            Global Positioning System (“ A-GPS ”)
            technology.
  **WHEREAS** , as
            part
            of the acquisition by Trace of substantially all of the assets of Locate
            Networks, Inc. on June 1, 2004, the License Agreement that was made and
            entered
            as of August 20, 1999, as amended, by and between STI and Locate Networks,
            Inc.,
            was assigned by Locate Networks, Inc. to Trace as the successor-in-interest
            to
            substantially all of the assets of Locate Networks, Inc.
  **WHEREAS** , the
            parties desire to further delineate and set forth the terms and conditions
            under
            which Trace will continue to: (i) license the use of STI’s A-GPS Software to
            design, develop, market and sell such wireless communication devices
            for use in
            performing paging operations on ReFLEX networks, and (ii) obtain from
            STI
            maintenance and technical support and engineering services for the STI
            Server
            Software in connection with its use with such wireless communication
            devices.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 
 **NOW,
            THEREFORE,**  in
            consideration of the agreements contained herein and for such other good
            and
            valuable consideration, the receipt and sufficiency of which is hereby
            acknowledged, the parties hereby agree as follows:
  AGREEMENT
  In
            consideration of the agreements contained herein, the parties agree as
            follows:
  1.  Definitions .
            As used
            herein:
  “ Affiliate ”
means
            any entity that controls, is controlled by, or under common control with
            a
            party, where “control” means the direct or indirect beneficial ownership of more
            than fifty percent (50%) of the outstanding voting interests of such
            entity (but
            only so long as such entity meets these requirements).
  “ Authorized
            Distributors ”
means
            third parties authorized by Trace, pursuant to a written agreement between
            Trace
            and such third party, to distribute Wireless Devices.
  “ Authorized
            Licensee ”
means
            any person or entity to which STI has licensed for distribution to third
            parties
            the Client Program under a written license agreement with STI.
  “ Authorized
            Manufacturers ”
means
            third parties that manufacture Wireless Devices on behalf of Trace.
  “ Authorized
            Service Centers ”
means
            third parties that install and host the Server Software on servers for
            the
            benefit of Trace and in accordance with the provisions of Section 2(b).
  “ Client
            Program ”
means,
            in object code format only, the STI software, logic designs, and net
            lists that
            were or are provided by STI to an Authorized Licensee and, when installed
            in the
            Wireless Device, help analyze GPS data and enable communications between
            the
            Wireless Device and the Server Software to provide position location
            information
            to Subscribers.
  “ Client
            Software ”
means,
            in object code format only, the STI software, logic designs, and net
            lists that
            were provided by STI to Trace on or prior to the Effective Date and accepted
            by
            Trace and, when installed in the Wireless Device, help analyze GPS data
            and
            enable communications between the Wireless Device and the Server Software
            to
            provide position location information to Subscribers.
 
 “ Client
            Technology ”
shall
            mean that certain client software described on **Exhibit
            B** .
 
 “ Communications
            Interface Protocol ”
means
            the detailed STI protocol which defines the way the Client Software or
            Client
            Program interacts with the Server Software, as modified from time to
            time by STI
            upon written notice to Trace.
 
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -2-
 
 “ Confidential
            Information ”
of
            a
            party means any information disclosed by that party to the other party
            pursuant
            to this Agreement which is in written, graphic, machine readable or other
            tangible form and is marked “Confidential,” “Proprietary” or in some other
            manner to indicate its confidential nature. Confidential Information
            may also
            include oral information disclosed by one party to the other pursuant
            to this
            Agreement, provided that such information is designated as confidential
            at the
            time of disclosure. Notwithstanding the foregoing, (i) all information
            STI
            provides to Trace that relates to the Software or the Engineering Services
            shall
            be deemed STI’s Confidential Information, and (ii) all information Trace
            provides to STI that relates to the Wireless Device, Wireless Services
            or other
            Trace products or services shall be deemed Trace’s Confidential Information.
  “ DSP ”
means
            a
            digital signal processor.
 
 “ DSP
            Implementation ”
means
            an implementation of Client Software which (a) includes a DSP, (b) fully
            conforms to the Communications Interface Protocol, and (c) requires the
            use of
            the Server Software on a server that is remote from a Wireless
            Device.
 
 “ End
            User ”
means
            any third party, including but not limited to a Subscriber, which obtains
            a
            Wireless Device solely for its own personal or business use and not for
            further
            commercial distribution or resale.
  “ End
            User License ”
means
            an end user license agreement which contains, among others, the end user
            restrictions set forth on Exhibit
            A .
  “ Enhancements ”
means
            accuracy improvements, speed improvements, and/or the addition of new
            functionality to the Server Software, but excluding any New Implementations.
            For
            purposes of interpretation of this Agreement, “improvements” shall include bug
            fixes, error corrections, and minor new releases signified by an increase
            in the
            number to the right of the decimal point of the Server Software, but
            shall
            exclude New Implementations.
  “ Engineering
            Services ”
means
            technical training, design consulting, document creation, implementation,
            testing, and engineering development services that STI may provide under
            this
            Agreement, including, without limitation, such services that STI may
            provide in
            accordance with Section 4(b) below.
  “ First
            Level Technical Support ”
means
            support which Trace will provide directly to End Users, Authorized Distributors,
            Authorized Service Centers, and Authorized Manufacturers, including,
            without
            limitation, answering questions, resolving technical difficulties related
            to the
            Wireless Devices and Wireless Services that Trace is capable of resolving
            without the assistance of STI, and providing on-site technical support
            to
            Authorized Distributors, Authorized Service Centers, and Authorized
            Manufacturers.
  “ Intellectual
            Property Rights ”
means
            any trade secrets, patents, copyrights, trademarks, know-how, moral rights
            and
            other intellectual property rights existing under the laws of any governmental
            authority, domestic or foreign including all applications and registrations
            relating to any of the foregoing.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -3-
 
 “ MMGPS
            Implementation ”
means
            an implementation of a Client Program which (a) is based on Verilog RTL
            core
            receiver position engine software, (b) fully conforms to the Communications
            Interface Protocol, and (c) requires the use of the Server Software on
            a server
            that is remote from a Wireless Device.
  “ Necessary
            IP ”
means
            all patent and patent application entitled to an effective filing date
            occurring
            at any time prior to the expiration or earlier termination of this Agreement
            and
            which are essential or useful to the development, manufacture, use, sale,
            importation, disposal or distribution of licenses or other rights to
            the
            Software or a Client Program in order to comply with the location services
            portion of the specifications of any wireless communications standard
            adopted
            for any air interface anywhere in the world.
  “ New
            Implementations ”
means
            a
            new major release of the Server Software, signified by an increase in
            the number
            to the left of the decimal point, that incorporates significant new
            functionality, new methods, or new techniques of implementing STI’s A-GPS or
            other technology within the Server Software and which STI may develop
            and offer
            to its server licensees for use in the performance of assisted position
            location
            determination. New Implementations may be subject to incremental fees
            and/or
            modified support terms.
  “ Project
            Plan ”
means
            the project plan, set forth on Exhibit
            B of the
            Prior License, which establishes a timetable for the parties to develop
            detailed
            specifications, resource requirements, schedules, and milestones related
            to the
            integration of the Software into Wireless Devices.
  “ Server
            Software ”
means,
            in object code format only, STI location server software that (a) is
            installed
            on a server that is remote from the Wireless Devices, (b) assists in
            determining
            the location of the Wireless Devices, and (c) communicates with Wireless
            Devices
            using the Communications Interface Protocol.
  “ Software ”
means
            the Client Software, Server Software, and WARN Software.
  “ Subscriber ”
means
            a
            person who obtains a Wireless Device and who has authorized access to
            the
            Wireless Service.
  “ WARN ”
means
            the wide area reference network of A-GPS receivers which provide satellite
            information and differential corrections for a wide geographic
            area.
  “ WARN
            Software ”
means
            STI wide area reference network software, in object code format only,
            which
            manages and consolidates data from a wide area network for use by the
            Server
            Software.
  “ Wireless
            Device ”
means
            a
            paging device (i) on which the DSP Implementation of the Client Software
            or the
            MMGPS Implementation of the Client Program is installed, and (ii) which
            (a)
            communicates with the server on which the Server Software is installed
            via the
            Wireless Network to transmit position location data or assistance information
            to
            and/or from such paging device and (b) is not capable of transmitting
            or
            receiving voice data or voice communications.
  “ Wireless
            Network ”
means
            the two-way paging ReFLEX networks.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -4-
 
 “ Wireless
            Service ”
means
            wireless location services, which in any way incorporate the Software
            or utilize
            output of the Software to offer location dependent applications or data
            to
            Subscribers, and which Trace offers through the Wireless Network.
  2.  License
            Rights
  (a)  Client
            Software License .
            Subject
            to the terms, conditions, and restrictions of this Agreement, without
            the right
            to sublicense except as explicitly set forth herein, STI hereby grants
            to Trace
            a nonexclusive, perpetual, irrevocable, nontransferable (except as set
            forth in
            Section 14(b)) license under STI’s Intellectual Property Rights in the DSP
            Implementation of the Client Software, to (i) modify the Client Software
            only as
            necessary to integrate the Client Software with the Wireless Devices,
            provided
            that such changes do not alter the core functionality of the Client Software,
            (ii) make (or have made by Authorized Manufacturer(s) only) and sell
            (either
            directly or through Authorized Distributors) Wireless Devices, (iii)
            sublicense
            to End Users the right to use the Client Software as embedded on the
            Wireless
            Devices, (iv) use the Client Software solely as is necessary to provide
            First
            Level Technical Support, and (v) sublicense to third parties the right
            to modify
            the Client Software only as necessary to integrate the Client Software
            with the
            Wireless Devices, provided that such changes do not alter the core functionality
            of the Client Software, and further provided that such third party signs
            an
            agreement with Trace which contains terms substantially similar to those
            set
            forth on Exhibit
            C .
  (b)  Server
            Software License .
            Subject
            to the terms, conditions, and restrictions of this Agreement, STI hereby
            grants
            Trace a nonexclusive, perpetual, irrevocable, nontransferable (except
            as set
            forth in Section 14(b)) license, without the rights to sublicense except
            as
            explicitly set forth herein, under STI’s Intellectual Property Rights in the
            Server Software, to (i) internally test and develop Wireless Devices
            for use
            with the Server Software, (ii) sublicense to Authorized Service Centers
            only the
            right to install, host and use internally the Server Software on servers
            owned
            and controlled by Trace or such Authorized Service Centers solely as
            is
            necessary to enable Trace to provide Wireless Services for use on or
            with
            Wireless Devices to Subscribers, and (iii) use internally the Server
            Software
            solely as is necessary to provide First Level Technical Support.
  (c)  Trademarks .
            Subject
            to the terms, conditions and restrictions of this Agreement, STI hereby
            provides
            on behalf of QUALCOMM Incorporated the right to use the QPoint Ô trademark of QUALCOMM Incorporated subject to and in accordance with
            the
            provisions contained in Exhibit
            D to this
            Agreement.
  (d)  Reserved
            Rights and Restrictions .
            Except
            for the limited rights and licenses granted to Trace under this Agreement,
            STI
            retains all STI right, title, and interest in and to the Software and
            all copies
            thereof, and all STI Intellectual Property Rights related thereto. Trace
            will
            not, and is not licensed to (i) use the Server Software with software
            (other
            than the Client Software) which has functionality similar to the functionality
            of the Client Software, or (ii) use the Client Software with software
            (other
            than the Server Software) which has functionality similar to the functionality
            of the Server Software. Except as explicitly set forth in this Section
            2, Trace
            shall not, directly or through any person or entity, in any form or manner,
            copy, distribute, reproduce, incorporate, modify, create future derivative
            works
            of, use or allow access to the Software or decompile, reverse engineer,
            reverse
            translate, disassemble or otherwise attempt to derive source code from
            the
            Software.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -5-
 
 (e) * **
  (f)  Backup
            Copies .
            Trace
            may make and maintain a copy of the Software in machine-readable, object
            code
            format, and a copy of the related documentation, solely for nonproductive
            backup
            purposes.
  3.  Trace
            Responsibilities
  (a)  Marketing .
            Trace
            shall use commercially reasonable efforts to market, promote, and distribute
            the
            Wireless Devices and to market and promote the Wireless Service.
  (b)  End
            User Licensing .
            Trace
            will include a copy of an End User License with each Wireless Device
            sold to End
            Users.
  (c)  Authorized
            Manufacturers, Service Centers, and Distributors .
            Trace
            will not sublicense the Server Software to an Authorized Service Center,
            or the
            Client Software to an Authorized Manufacturer, without the prior written
            consent
            of STI, which consent shall not be unreasonably withheld or delayed;
            provided,
            that such consent shall not be required for Authorized Service Centers
            or
            Authorized Manufacturers located in the United States, Canada, or the
            European
            Union. Trace shall (i) ensure that each Authorized Manufacturer, Authorized
            Service Center, and Authorized Distributor acknowledges in writing, adheres
            to,
            and does not perform any act inconsistent with, the terms and conditions
            of this
            Agreement, (ii) use commercially reasonable efforts to ensure that Authorized
            Manufacturers, Authorized Service Centers, and Authorized Distributors
            do not
            reverse engineer, decompile, disassemble, or modify the Software, and
            (iii)
            execute a non-disclosure agreement at least as protective of STI as the
            provisions of Section 9 of this Agreement prior to discussing or sublicensing
            the Client Software to Authorized Manufacturers or the Server Software
            to
            Authorized Service Centers.
  (d)  Non-Use
            of Open Source .
            Neither
            Trace nor any Authorized Service Centers shall incorporate, link, distribute
            or
            use any third party software or code in conjunction with any Software
            in such a
            way that: (i) creates, purports to create or has the potential to create,
            obligations with respect to the Software, including, without limitation,
            the
            distribution or disclosure of any source code; or (ii) grants, purports
            to
            grant, or has the potential to grant to any third party any rights to
            or
            immunities under any of STI’s Intellectual Property Rights, including, without
            limitation, any rights which may exist in or relate to the Software.
            Without
            limiting the generality of the foregoing, Trace shall not incorporate,
            link,
            distribute or use the Software with any code or software licensed under
            the GNU
            General Public License (“GPL”), Lesser General Public License (“LGPL”), Mozilla,
            and/or any other open source license, in any manner that could cause
            or could be
            interpreted or asserted to cause the Software (or any modifications,
            enhancements or revisions thereto) to become subject to the terms of
            the GPL,
            LGPL, Mozilla and/or such other open source license. Trace shall also
            cause each
            of its Authorized Service Centers to agree and covenant in writing not
            to
            incorporate, link, distribute or use the Software with any code or software
            licensed under the GPL, LGPL, Mozilla, and/or any other open source license,
            in
            any manner that could cause or could be interpreted or asserted to cause
            the
            Software (or any modifications, enhancements or revisions thereto) to
            become
            subject to the terms of the GPL, LGPL, Mozilla and/or such other open
            source
            license, and to recognize SnapTrack as an intended third party beneficiary
            of
            this obligation with the right to enforce such obligation against such
            Authorized Service Centers.
  ________________________
 ***  *Confidential
              material redacted and filed separately with the
              Commission*
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -6-
 
 4.  STI
            Responsibilities
  (a)  Delivery
            of Software .
            Trace
            acknowledges and agrees that STI has fulfilled all of its obligations
            as of the
            Effective Date to deliver the Software deliverables set forth on Exhibit
            E to
            Trace. Upon written request by Trace, STI will provide Trace during the
            term of
            this Agreement with (i) any Enhancements to the Server Software that
            STI may
            make available to its other server licensees, subject to the payment
            by Trace of
            amounts due under this Agreement for such Enhancements, and (ii) any
            New
            Implementations of the Server Software that STI may make available to
            any of its
            licensees, subject to the payment by Trace of any incremental fees and/or
            agreement to any modified support and/or other terms applicable generally
            to
            licensees receiving such New Implementations.
  (b)  Engineering
            Services .
            From
            time to time, Trace may propose in writing to STI Engineering Services
            which
            Trace desires STI to provide to Trace. Such proposal will contain detailed
            specifications of the Engineering Services, which Trace desires STI to
            provide.
            Within thirty (30) days after receiving such Trace proposal and if STI
            is
            willing to perform such engineering services, STI will inform Trace in
            writing
            of the terms, conditions and pricing under which STI will perform such
            Engineering Services, and will include estimates of STI’s time and materials
            rates, as well as travel expenses anticipated to be incurred with respect
            to the
            provision of such Engineering Services. If STI is willing to provide
            such
            Engineering Services to Trace, and Trace desires to acquire such Engineering
            Services, STI and Trace will mutually agree in writing upon the terms,
            conditions and pricing under which STI will provide such Engineering
            Services to
            Trace.
  (c)  SnapWarn
            Service Feed .
            During
            the period in which STI has available to it access to A-GPS reference
            receiver
            network services from a third party for sale to other parties, and subject
            to
            the payment by Trace of all amounts due under this Agreement, STI will
            provide
            Trace with access to STI’s commercial, A-GPS reference receiver network services
            in North America for use with the Server Software that is licensed by
            STI to
            Trace under this Agreement (the “ SnapWarn
            Service Feed ”).
  (d)  New
            Implementations .
            Trace
            acknowledges that STI may choose to seek and obtain additional fees and
            charges,
            or modified license or support terms, for the New Implementations that
            STI may
            develop. If STI develops any such New Implementations and chooses to
            make them
            available to any of STI’s other Server Software licensees, then STI will make
            such New Implementations available to Trace under this Agreement, subject,
            however, to the payment by Trace to STI, on a timely basis when due,
            of all
            then-current additional fees and charges which apply to such New Enhancements
            generally and the agreement by Trace to any modified license, support
            or other
            terms that apply to such New Enhancements generally. If any such New
            Enhancements are made available by STI to Trace, then they will be deemed
            to be
            part of the Software licensed to Trace under the license provisions in
            this
            Agreement.
  5.  Prices
            and Payment
  (a)  Fees .
            In
            consideration of STI’s delivery of the Software and provision of service and
            support as provided under this Agreement, Trace will pay STI the fees
            set forth
            on Exhibit
            F .
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -7-
 
 (b)  Late
            Payments .
            All
            amounts which Trace does not pay on a timely basis as required by this
            Agreement
            shall be subject to a late charge equal to one and one-half percent (1.5%)
            per
            month (or, if less, the maximum allowed by applicable law). In the event
            that
            any payment due hereunder is not received by STI within thirty (30) days
            of the
            date on which it is due as provided in Exhibit
            F ,
            and STI
            has provided Trace notice and thirty (30) days to cure such deficiency
            and Trace
            has failed to do so, STI reserves the right to suspend performance until
            such
            delinquency is corrected.
  (c)  Payment
            Method .
            All
            payments by Trace hereunder shall be made by wire transfer to such bank
            account
            as shall be designated by STI in writing.
  (d)  Taxes .
            Trace
            will be responsible for the billing, collecting and remitting of sales,
            use,
            value added, and other comparable taxes reasonably determined by Trace
            to be due
            with respect to the sale or distribution of the Wireless Devices and/or
            the
            Wireless Services. STI shall not be liable for any taxes, including without
            limitation income taxes, withholdings, value added, franchise, gross
            receipts,
            sales, use property or similar taxes, duties, levies, fees, excises or
            tariffs
            incurred in connection with the development, manufacture, sale, or distribution
            of the Wireless Devices and/or the Wireless Services. Trace takes full
            responsibility for all such taxes, including penalties, interest and
            other
            additions thereon. Trace shall not be liable for any taxes, including
            without
            limitation income taxes, withholdings, value added, franchise, gross
            receipts,
            sales, use property or similar taxes, duties, levies, fees, excises or
            tariffs
            reasonably determined by STI to be due with respect to the license to
            Trace of
            the Client Software and Server Software hereunder, except to the extent
            such
            taxes, duties, levies, fees, excises or tariffs are incurred in connection
            with
            the development, manufacture, sale, or distribution of the Wireless Devices
            and/or the Wireless Services. STI takes full responsibility for all such
            taxes,
            including penalties, interest and other additions thereon.
 
 (e)  Withholding
            Taxes .
            If,
            after a determination by foreign tax authorities, any taxes are required
            to be
            withheld on payments made by Trace to STI, Trace may deduct such taxes
            from the
            amount owed STI and pay them to the appropriate taxing authority; provided
            however, that Trace shall promptly secure and deliver to STI an official
            receipt
            for any such taxes withheld or other documents necessary to enable STI
            to claim
            a U.S. foreign tax credit, and further provided that Trace will promptly
            notify
            STI of and refund to STI the full amount of any reimbursements received
            by Trace
            for such taxes. Trace will use commercially reasonable efforts to ensure
            that
            any taxes withheld are minimized to the extent possible under applicable
            law.
            Notwithstanding the foregoing, if Trace should make any assignment of
            this
            Agreement to a foreign entity as set forth under Section 14(b), then
            all
            payments to STI under this Agreement shall be made by such entity without
            deduction or offset for any withholding taxes imposed by foreign tax
            authorities.
 
 (f)  Reports .
            Within
            thirty (30) days after the end of each month during the term of this
            Agreement,
            Trace shall provide STI with reports of (i) the number of Wireless Devices
            sold
            by Trace or Authorized Distributors during such month, and (ii) the number
            of
            Subscribers who had authorized access to the Wireless Service at any
            time during
            such month.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -8-
 
 (g)  Audit
            Rights .
            Trace
            shall maintain full and complete records of distribution of Wireless
            Devices and
            the provision of Wireless Service by Trace, including without limitation
            copies
            of the reports described in Section 5(f), for at least three (3) years
            after the
            termination or expiration of this Agreement. STI shall, at any time during
            the
            period when Trace is obliged to maintain such records, be entitled to
            audit such
            records, as well as the computers which track access to and usage of
            the
            Wireless Service by Subscribers, upon thirty (30) days written notice,
            in order
            to confirm the accuracy of the reports described in Section 5(f); provided,
            that
            STI may conduct no more than one such audit in any twelve (12) month
            period. Any
            such audit shall be performed at STI’s expense during normal business hours with
            a minimum of two (2) business days advance written notice, and shall
            be
            conducted in such a manner as not to unreasonably interfere with Trace’s normal
            business operations; provided, that the cost of such audit shall be promptly
            paid by Trace if such audit reveals an underpayment by Trace of more
            than five
            percent (5%) of the amounts payable by Trace to STI in any twelve (12)-month
            period.
  6.  Intentionally
            Left Blank.
  7.  Support
  (a)  Warranty
            Support .
            STI
            shall provide warranty support during the Warranty Period directly to
            Trace as
            set forth in Section 11.
  (b)  STI
            Technical Support to Trace .
            Subject
            to payment by Trace of all of the applicable then-current and mutually
            agreed
            upon fees and its compliance with all other material provisions of this
            Agreement, STI will provide to Trace technical support, and those Enhancements
            that STI normally provides to others in connection with such support,
            all in
            accordance with the provisions set forth on Exhibit
            G .
  (c)  End
            User Support. Trace
            shall be responsible for all First Level Technical Support.
  8.  Proprietary
            Rights
  (a)  Retention
            of Ownership .
            Each
            party shall retain ownership of its respective Intellectual Property
            Rights that
            (i) its employees have developed or may in the future develop or (ii)
            it has acquired or will acquire in the future from others . *   *Confidential
            material redacted and filed separately with the Commission* **
 
 (b)  Cross
            License Rights .
            Trace
            hereby grants, on behalf of itself and its Affiliates, to STI an irrevocable,
            perpetual, non-exclusive, royalty-free, fully paid-up, worldwide right
            and
            license under the Necessary IP of Trace and its Affiliates to (i) make
            and have
            made the Software, and (ii) use, offer to sell, sell, import and otherwise
            dispose of the Software. STI may not sublicense the rights granted in
            Section
            8(b)(i), except to its Affiliates. STI may not sublicense the rights
            granted in
            Section 8(b)(ii), except to its Affiliates and the direct and indirect
            customers
            of STI and its Affiliates.
  ________________________
 ***  *Confidential
                material redacted and filed separately with the
                Commission*
 
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -9-
 
 (c)  Covenant
            Not to Assert Obligations .
            Each
            agreement which Trace enters into with an Authorized Service Center which
            grants
            rights to use the Software, determined regardless of version or brand
            (each, a
“Covered Item”) shall contain a covenant by such Authorized Service Center not
            to assert, bring or cause to be brought against any licensor or other
            licensee
            of a Covered Item (provided that such other licensee has also agreed
            to a
            similar covenant) any claim, suit, action or proceeding alleging that
            a Covered
            Item infringes any claim of any patent, patent application or substantially
            similar intellectual property right. In the event that any such Authorized
            Service Center will not so covenant for whatever reason, then Trace may
            request
            for STI to provide a written waiver of such requirement in accordance
            with the
            provisions of Section 14(a) of this Agreement. STI will consider any
            such
            request made by Trace. Each licensor or other licensee of a Covered Item
            shall
            be an intended third party beneficiary of this covenant and obtain the
            right to
            enforce this covenant against each of the foregoing parties. This covenant
            shall
            be binding on all successors-in-interest to, or assignees or transferees
            of, the
            Covered Items or any parties that may subsequently receive the right
            to enforce
            any patent, patent application or substantially similar intellectual
            property
            right applicable to the Covered Items. Trace shall inform all such
            successors-in-interest, or transferees or assignees, of the existence
            of this
            covenant and obtain their written agreement to be bound to this covenant
            prior
            to any attempted or purported transfer thereof.
 
 9.  Confidentiality
  (a)  Nondisclosure .
            Each
            party shall treat as confidential all Confidential Information of the
            other
            party, shall not use such Confidential Information except as set forth
            herein
            and in order to allow the parties to meet their obligations under this
            Agreement, and shall not disclose such Confidential Information to any
            third
            party. Without limiting the foregoing, each of the parties shall use
            at least
            the same degree of care that it uses to prevent the disclosure of its
            own
            confidential information of like importance to prevent the disclosure
            of
            Confidential Information disclosed to it by the other party under this
            Agreement. Each party shall promptly notify the other party of any actual
            or
            suspected misuse or unauthorized disclosure of the other party’s Confidential
            Information. Notwithstanding anything to the contrary, nothing in this
            Agreement
            shall prevent either party from disclosing the Confidential Information
            of the
            other party to its Affiliates provided, however, that such Affiliates
            have
            agreed to treat such Confidential Information in a manner that is consistent
            with the confidentiality obligations imposed on such party under this
            Agreement.
  (b)  Exceptions .
            Notwithstanding the above, neither party shall have liability to the
            other with
            regard to any Confidential Information of the other which the receiving
            party
            can prove:
  (i)  was
            in
            the public domain at the time it was disclosed or has entered the public
            domain
            through no fault of the receiving party;
  (ii)  was
            known
            to the receiving party, without restriction, at the time of disclosure,
            as
            demonstrated by documents or other materials in existence at the time
            of
            disclosure;
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -10-
 
 (iii)  is
            disclosed with the prior written approval of the disclosing party;
  (iv)  was
            independently developed by the receiving party without any use of the
            Confidential Information, as demonstrated by documents or other materials
            created at the time of such independent development;
  (v)  becomes
            known to the receiving party, without restriction, from a source other
            than the
            disclosing party without breach of this Agreement by the receiving party
            and
            otherwise not in violation of the disclosing party’s rights;
  (vi)  is
            disclosed pursuant to the order or requirement of a court, administrative
            agency, or other governmental body; provided, however, that the receiving
            party
            shall provide prompt written notice thereof to the disclosing party to
            enable
            the disclosing party to seek a protective order or otherwise prevent,
            limit or
            restrict any such disclosure.
  (c)  Return
            of Confidential Information .
            Upon
            expiration or termination of this Agreement, each party shall return
            all
            Confidential Information received from the other party, including all
            copies
            thereof.
  (d)  Remedies .
            Any
            breach of the restrictions contained in this Section 9 is a breach of this
            Agreement which may cause irreparable harm to the non-breaching party.
            Any such
            breach shall entitle the non-breaching party to injunctive relief in
            addition to
            all legal remedies.
  (e)  Confidentiality
            of Agreement .
            Each
            party shall be entitled to disclose the existence of this Agreement,
            but agrees
            that the terms and conditions of this Agreement shall be treated as Confidential
            Information and shall not be disclosed to any third party; provided,
            however,
            that each party may disclose the terms and conditions of this
            Agreement:
  (i)  as
            required by any court or other governmental body subject, however, to
            the
            provisions of Subsection 9(b)(vi) above;
  (ii)  as
            otherwise required by law subject, however, to the provisions of Subsection
            9(b)(vi) above;
  (iii)  to
            legal
            counsel or employees of the Affiliates of the parties that have agreed
            to
            maintain in confidence such terms and conditions in a manner consistent
            with the
            confidentiality provisions set forth herein;
  (iv)  in
            confidence, to accountants, banks, and financing sources and their advisors
            that
            have agreed to maintain in confidence such terms and conditions in a
            manner
            consistent with the confidentiality provisions set forth herein;
  (v)  to
            the
            extent necessary to enforce this Agreement or any rights of a party;
            or
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -11-
 
 (vi)  in
            confidence, in connection with an actual or proposed merger, acquisition,
            or
            similar transaction to a third party that has agreed to maintain in confidence
            such terms and conditions in a manner consistent with the confidentiality
            provisions set forth herein.
  10.  Indemnification * **
  11.  Warranty
            and Disclaimer ***
  12.  Term
            and Termination
  (a)  Term .
            This
            Agreement shall be effective from the Effective Date and, unless terminated
            earlier pursuant to the provisions of this Section 12, continue in effect
            on a perpetual basis.
  (b)  Termination
            With Cause .
            If
            either party materially defaults in the performance of any material provision
            of
            this Agreement, then the non-defaulting party may give written notice
            to the
            defaulting party that if the default is not cured within thirty (30)
            days the
            Agreement will be terminated. If the non-defaulting party gives such
            notice and
            the default is not cured during the thirty (30)-day period, then the
            Agreement
            shall automatically terminate at the end of that period.
  (c)  Termination
            Without Cause. Either
            party may terminate this Agreement upon twenty-four (24) months written
            notice
            to the other party.
  (d)  Termination
            for Insolvency and Related Events .
            Either
            party may immediately terminate this Agreement upon written notice to
            the other
            party: (i) upon the institution by or against such other party of
            insolvency, receivership or bankruptcy proceedings or any other proceedings
            for
            the settlement of such party’s debts, (ii) upon such other party’s making
            an assignment for the benefit of creditors, or (iii) upon such other
            party’s dissolution or ceasing to do business.
  (e)  Survival
            of Certain Terms .
            The
            provisions of Sections 1, 2(a), 2(b), 2(d), 2(e), 2(f), 3(d), 5, 8, 10,
            11,
            12(e), 13, and 14 of this Agreement shall survive the termination of
            this
            Agreement for any reason. The provisions of Section 9 shall survive the
            termination of this Agreement for five (5) years. All other rights and
            obligations of the parties shall cease upon ** termination
            of this Agreement.
  13.  Limitation
            of Liability .
            EXCEPT
            FOR ALL BREACHES OR VIOLATIONS OF THE LICENSE GRANTS, LICENSE RESTRICTIONS,
            COVENANT NOT TO ASSERT, NON-USE OF OPEN SOURCE AND/OR CONFIDENTIALITY
            PROVISIONS
            SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE
            LIABILITY ARISING UNDER THIS AGREEMENT EXCEED ONE
            OR
            MORE CLAIMS WILL BE AGGREGATED TO DETERMINE THE SATSIFACTION OF THIS
            LIMITATION.
  ________________________
 ***  *Confidential
                material redacted and filed separately with the
                Commission*
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -12-
 
 NOTWITHSTANDING
            THE FOREGOING, TRACE ’S
            REQUIRED PAYMENT OF ANY FEES OR OTHER AMOUNTS DUE OR OTHERWISE PAYABLE
            TO STI
            UNDER THIS AGREEMENT SHALL NOT COUNT TOWARD THE LIMITATION OF LAIBILITY
            CAP FOR
            TRACE THAT IS SET FORTH HEREIN. EXCEPT FOR ALL BREACHES OR VIOLATIONS
            OF THE
            LICENSE GRANTS, LICENSE RESTRICTIONS, COVENANT NOT TO ASSERT, NON-USE
            OF OPEN
            SOURCE AND/OR CONFIDENTIALITY PROVISIONS SET FORTH IN THIS AGREEMENT, IN
            NO
            EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY COSTS OF PROCUREMENT
            OF
            SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOST SAVINGS, OR ANY
            CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, HOWEVER
            CAUSED AND BASED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE, TORT
            OR
            STRICT LIABILITY), ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
            EVEN IF A
            PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSBILITY OF SUCH DAMAGES.
            THE
            PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNTS PAYABLE HEREUNDER ARE
            BASED IN
            PART UPON THESE LIMITATIONS, THE PARTIES WOULD NOT HAVE ENTERED INTO
            THIS
            AGREEMENT ABSENT SUCH LIMITATIONS, AND THESE LIMITATIONS SHALL APPLY
            NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  14.  Miscellaneous
  (a)  Amendments
            and Waivers .
            Any
            term of this Agreement may be amended or waived only with the written
            consent of
            the authorized representatives of the parties or their respective permitted
            successors and assigns. Any amendment or waiver effected in accordance
            with this
            Section 14(a) shall be binding upon the parties and their respective
            successors and assigns.
  (b)  Successors
            and Assigns .
            Neither
            party shall assign or transfer any of its rights, obligations or privileges
            (by
            operation of law or otherwise) hereunder without the prior written consent
            of
            the non-assigning party. Notwithstanding the foregoing sentence, (i)
            STI shall
            have the right to assign or transfer the Agreement, or some or all of
            its
            rights, obligations and privileges, under this Agreement to QUALCOMM
            Incorporated without obtaining consent from Trace, and (ii) each party
            shall
            have the right to assign its rights, obligations and privileges hereunder
            to a
            merger partner, successor in interest to that party’s business, or acquirer of
            all or substantially all of that party's business or assets without obtaining
            consent from the non-assigning other party to such assignment. Any attempted
            assignment or transfer in derogation of the foregoing provisions shall
            be null
            and void. The terms and conditions of this Agreement shall inure to the
            benefit
            of and be binding upon the respective permitted successors and assigns
            of the
            parties. Nothing in this Agreement, express or implied, is intended to
            confer
            upon any party other than the parties hereto or their respective successors
            and
            assigns any rights, remedies, obligations, or liabilities under this
            Agreement, except as expressly provided in this Agreement.
  (c)  Governing
            Law .
            This
            Agreement and all acts and transactions pursuant hereto and the rights
            and
            obligations of the parties hereto shall be governed, construed and interpreted
            in accordance with the laws of the State of California, United States
            of
            America, without giving effect to principles of conflicts of law that
            would
            result in the application of the laws of a different state or to the
            United
            Nations Convention on Contracts for the International Sale of
            Goods.
  
 Trace/STI
                  Amended and Restated License Agreement
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                  and Confidential
 -13-
 
 (d)  Jurisdiction
            and Venue .
            Each of
            the parties to this Agreement hereby consents to the exclusive jurisdiction
            and
            venue of the state and federal courts that are located in San Diego County,
            California, United States of America.
  (e)  Counterparts .
            This
            Agreement may be executed by authorized representatives of the parties
            in two or
            more counterparts, each of which shall be deemed an original and all
            of which
            together shall constitute one instrument.
  (f)  Construction .
            The
            titles and subtitles used in this Agreement are used for convenience
            only and
            are not to be considered in construing or interpreting this Agreement.
            All
            references in this Agreement to the “ purchase ”
or
            “ sale ”
of
            Software means the acquiring or granting, respectively, of a license
            to use such
            Software, and to exercise any other rights pertaining to such Software
            that are
            expressly set forth in this Agreement.
  (g)  Notices .
            Any
            notice required or permitted by this Agreement shall be in writing and
            shall be
            deemed sufficient upon receipt, when delivered personally or by courier,
            overnight delivery service or confirmed facsimile or electronic mail,
            or
            forty-eight (48) hours after being deposited in the regular mail as certified
            or
            registered mail (airmail if sent internationally) with postage prepaid,
            if such
            notice is addressed to the party to be notified at such party’s address or
            facsimile number as set forth below, or as subsequently modified by written
            notice.
  
 To STI:
                  To
                      Trace:SnapTrack,
                      Inc.
                  Trace
                      Technologies, L.L.C.Attn:
                      Senior Director, Product Management
                  Attn:
                      Chief Executive Officer675
                      Campbell Technology Parkway
                  4538
                      South 140th StreetSuite
                      200
                  Omaha,
                      Nebraska 68137Campbell,
                      California 95008
                  U.S.A.U.S.AFax:
                      (408) 626-0550
                  Fax:
                      402-614-0498
 
 With
            copy
            to Legal Counsel at above address
 
 (h)  Severability .
            If one
            or more provisions of this Agreement are held to be unenforceable under
            applicable law, the parties agree to renegotiate such provision in good
            faith,
            in order to maintain the economic position enjoyed by each party as close
            as
            possible to that under the provision rendered unenforceable. In the event
            that
            the parties cannot reach a mutually agreeable and enforceable replacement
            for
            such provision, then (i) such provision shall be excluded from this
            Agreement, (ii) the balance of the Agreement shall be interpreted as if
            such provision were so excluded and (iii) the balance of the Agreement
            shall be enforceable in accordance with its terms.
  (i)  Independent
            Contractor .
            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.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -14-
 
 (j)  Force
            Majeure .
            In the
            event that either party is prevented from performing or is unable to
            perform any
            of its obligations under this Agreement (other than a payment obligation)
            due to
            any Act of God, fire, casualty, flood, earthquake, war, strike, lockout,
            epidemic, destruction of production facilities, riot, insurrection, material
            unavailability, or any other cause beyond the reasonable control of the
            party
            invoking this Section, and if such party shall have used its best efforts
            to
            mitigate its effects, such party shall give prompt written notice to
            the other
            party, its performance shall be excused, and the time for the performance
            shall
            be extended for the period of delay or inability to perform due to such
            occurrences.
  (k)  Entire
            Agreement .
            This
            Agreement (as amended pursuant to Section 14(a)), including Exhibits
            A-G,
            constitutes the entire agreement of the parties pertaining to the subject
            matter
            hereof, and merges and supersedes any and all prior negotiations and
            drafts of
            the parties with regard to the transactions contem-plated herein. Except
            as
            otherwise provided herein, any and all other written or oral agreements
            existing
            between the parties hereto regarding such transactions are expressly
            superseded
            by this Agreement, including, without limitation, the Prior License and
            that
            certain Deferred Payment Agreement, effective June 2, 2004 (the “Deferred
            Payment Agreement”).
  (l)  Advice
            of Legal Counsel .
            Each
            party acknowledges and represents that, in executing this Agreement,
            it has had
            the opportunity to seek advice regarding 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. This Agreement shall not be construed
            against
            any party by reason of the drafting or preparation thereof.
  (m)  Import
            and Export Requirements .
            Trace
            shall, at its own expense, pay all import and export licenses and permits,
            customs charges and duty fees, if any, and shall take all other actions,
            if any,
            required to accomplish the export and import of the Software and Wireless
            Devices. Trace acknowledges that any obligation of STI to provide Software
            under
            this Agreement shall be subject in all respects to all United States
            laws and
            regulations governing the license and delivery of technology and products
            by
            persons subject to the jurisdiction of the United States. Trace shall
            not
            export, directly or indirectly, any Software or Wireless Devices or related
            information without first obtaining all necessary and required licenses
            and
            approvals from all appropriate governmental agencies or authorities.
            Upon
            request by STI and in a format that STI may reasonably determine, Trace
            will
            complete on Trace letterhead and return immediately to STI an End Use
            Export
            Questionnaire and Certification, and otherwise assist STI in addressing
            questions or issues that STI may have regarding the export or import
            of Software
            and Wireless Devices.
  **IN
            WITNESS WHEREOF,** **** the
            parties have executed this Agreement through their duly authorized
            representatives to become effective as of the Effective Date.
  **SnapTrack,
                        Inc.**
                      
                      **Trace
                          Technologies
                          L.L.C.**
 
 By:
                    
                    
                    By:Name:
                    
                    
                    Name:Title:
                    
                    
                    Title:Date:
                    
                    
                    Date:
   
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
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 -15-
 
 **Exhibit
            A**
 
 **END
            USER LICENSE**
 
 All
            End
            User Licenses shall include provisions that:
  (1)  the
            End
            User is granted only a personal, nontransferable, and nonexclusive right
            to use
            the Software, as installed on the Wireless Device, only for its own personal
            and
            business purposes and only with respect to the Wireless Service;
  (2)  STI
            and/or its licensors retain all of their Intellectual Property Rights
            in the
            Software, and no title to such intellectual property is transferred to
            the End
            User;
  (3)  the
            End
            User agrees not to reverse assemble, decompile, or otherwise attempt
            to derive
            source code from the Software;
  (4)  the
            End
            User agrees to comply with all export and re-export restrictions and
            regulations
            of the Department of Commerce or other United States agency or authority,
            and
            not to transfer, or authorize the transfer, of the Software to a prohibited
            country or otherwise in violation of any such restrictions or
            regulations;
  (5)  the
            End
            User receives a warranty (if any) on the Software from Trace, and STI
            makes no
            warranties to the End User in connection with the Software, and expressly
            disclaims any implied warranties of merchantability or fitness for a
            particular
            purpose;
  (6)  STI
            shall
            not be liable to the End User for any indirect, consequential, incidental
            or
            special damages arising out of the use or license of the Software, regardless
            of
            the theory of liability (including negligence and strict liability);
            and
  (7)  The
            Software and documentation (if any) are considered "commercial computer
            software" and "commercial computer software documentation", respectively,
            pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.
            Any
            use, duplication or disclosure of the Software (and documentation, if
            any) by
            the U.S. Government is subject to the restrictions set forth in DFAR
            Section
            227.7202 for military agencies, and FAR Section 12.212 for civilian
            agencies.
  
 Trace/STI
                  Amended and Restated License Agreement
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 -16-
 
 **Exhibit
            B**
  **DESCRIPTION
            OF CLIENT TECHNOLOGY**
  
  ***
       ________________________
 ***  *Confidential
                material redacted and filed separately with the
                Commission*
   
 Trace/STI
                  Amended and Restated License Agreement
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 -17-
 
 **Exhibit
            C**
  **THIRD
            PARTY DEVELOPER LICENSE**
  (1)  the
            third
            party is granted only a personal, nontransferable, and nonexclusive right
            to use
            the Client Software solely as is necessary to integrate the Client Software
            with
            the Wireless Devices, provided that such changes do not alter the core
            functionality of the Client Software;
  (2)  STI
            or
            its licensors retain all of their Intellectual Property Rights in the
            Client
            Software, and no title to such intellectual property is transferred to
            the third
            party;
  (3)  the
            third
            party agrees to comply with all export and re-export restrictions and
            regulations of the Department of Commerce or other United States agency
            or
            authority, and not to transfer, or authorize the transfer, of the Client
            Software to a prohibited country or otherwise in violation of any such
            restrictions or regulations;
  (4)  the
            third
            party receives a warranty (if any) on the Client Software from Trace,
            and STI
            makes no warranties to the third party in connection with the Client
            Software,
            and expressly disclaims any implied warranties of merchantability or
            fitness for
            a particular purpose;
  (5)  STI
            shall
            not be liable to the third party for any indirect, consequential, incidental
            or
            special damages arising out of or relating to the use or license of the
            Client
            Software, regardless of the theory of liability (including negligence
            and strict
            liability); and
  (6)  The
            Client Software contains know-how and other information that is the exclusive
            property of STI. The third party and its employees and agents shall maintain
            the
            confidentiality of this information and shall not sell, license, sublicense,
            publish, display, distribute, disclose or otherwise make available this
            information to any third party nor use such information except as authorized
            by
            this Agreement and the third party’s agreement with Trace. The third party
            agrees that it will take appropriate action by instruction, agreement
            or
            otherwise with such third party’s employees to satisfy its obligations under
            this Agreement with respect to use, protection and security of STI’s
            confidential information. The third party agrees to immediately notify
            STI and
            Trace of the unauthorized disclosure or use of the Client Software and
            to assist
            STI in remedying such unauthorized use or disclosure.
  
 Trace/STI
                  Amended and Restated License Agreement
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 -18-
 
 **Exhibit
            D**
  **Trademark
            License and Restrictions**
  1.  **Limited
            Right to Use QPoint Trademark** .
            Subject
            to the terms in this Exhibit, STI hereby grants to Trace a non-exclusive,
            non-assignable, and nontransferable right (without the right to sublicense)
            within those geographies for which Trace is permitted to sublicense Server
            Software under this Agreement to reproduce and display the QPoint trademark
            (comprising the word “QPoint” with a curved line beneath), in literature,
            promotional materials and advertising of Trace for the Server Software
            sublicensed by Trace.
  2.  **Use
            by Trace** .
            The use
            by Trace of the QPoint trademark shall be in accordance with the applicable
            trademark law and policies of QUALCOMM Incorporated regarding advertising
            and
            trademark usage, as set forth in the trademark guidelines of QUALCOMM
            Incorporated or as otherwise designated by QUALCOMM Incorporated from
            time to
            time. Except as provided in this Exhibit or as subsequently mutually
            agreed in
            writing, Trace agrees not to associate the QPoint trademark with products
            or
            services other than the Server Software. Trace agrees not to use any
            other
            trademark or service mark in proximity to the QPoint trademark or combine
            the
            mark with another mark so as to create a composite mark.
  3.  **Trademark
            Obligations** .
            Trace
            agrees that whenever the QPoint trademark is used in advertising or in
            any other
            manner, such use will include the appropriate “TM”, “SM” or R inside a circle,
            as specified by QUALCOMM Incorporated, and Trace shall acknowledge that
            such
            trademark is owned by QUALCOMM Incorporated. Trace acknowledges and agrees
            that
            QUALCOMM Incorporated is the sole and exclusive owner of the entire right,
            title
            and interest, (including without limitation accompanying goodwill), in
            and to
            the QPoint trademark. Trace shall not do or cause to be done any act
            or anything
            contesting or in any way impairing or reducing the right, title, and
            interest of
            QUALCOMM Incorporated in or to the QPoint trademark. Trace understands
            and
            agrees that use of the QPoint trademark in connection with the Products
            shall
            not create any right, title, or interest, in or to the use of the QPoint
            trademark and that all such uses and all goodwill associated with the
            QPoint
            trademark will inure to the benefit of QUALCOMM Incorporated.
  4.  **Quality** . **** Trace
            shall not use the QPoint trademark in any manner that would injure the
            reputation of QUALCOMM Incorporated and/or the QPoint trademark. Trace
            agrees
            that all goods or services used in connection with the QPoint trademark
            shall
            conform to quality standards set forth by QUALCOMM Incorporated. Trace
            agrees to
            cooperate with QUALCOMM Incorporated in facilitating the monitoring by
            QUALCOMM
            Incorporated and control of the nature and quality of goods and services
            of
            Trace used in connection with the QPoint trademark, and to supply QUALCOMM
            Incorporated with specimens of use of the QPoint trademark upon request.
            Should
            QUALCOMM Incorporated notify Trace in writing that the Products and/or
            the use
            of the QPoint trademark does not conform to the standards set by QUALCOMM
            Incorporated, Trace shall have thirty (30) days to bring such use into
            conformance and to provide to QUALCOMM Incorporated with a specimen of
            such
            conforming use or to cease usage of the QPoint trademark.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -19-
 
 5.  **Infringement
            Proceedings and Trademark Registration** .
            QUALCOMM Incorporated shall have the sole right and discretion to bring
            legal or
            administrative proceedings to enforce the trademark rights of QUALCOMM
            Incorporated and its affiliates, including actions for trademark infringement
            or
            unfair competition proceedings involving the QPoint trademark. Trace
            shall not,
            during or after the term of the Agreement, register the QPoint trademark,
            other
            trademarks or services mark of QUALCOMM Incorporated and its Affiliates,
            or any
            mark substantially similar to any trademark or service mark of QUALCOMM
            Incorporated and its Affiliates in any country or jurisdiction.
  6.  **Substitution
            of Trademark** .
            QUALCOMM and its Affiliates reserve the right to substitute other marks
            for the
            QPoint trademark upon notice to Trace, and in such event Trace agrees
            to
            immediately discontinue use of its selected mark and begin use of the
            substitute
            mark, which thereafter shall be considered a QPoint trademark and subject
            to the
            terms and conditions of this Exhibit.
  
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -20-
 
 **Exhibit
            E**
  **STI
            DELIVERABLES**
   As
            of the
            Effective Date, STI has delivered to Trace all STI Deliverables that
            STI is
            obligated to deliver or otherwise provide under this Agreement, and all
            such STI
            Deliverables have been accepted by Trace, as successor-in-interest to
            substantially all of the assets of Locate Networks, Inc. All such STI
            Deliverables comprised items that existed as of June 25, 2001, and do
            not
            include any subsequently developed items. The following is a description
            of all
            such STI Deliverables:
  **1.**
                  **Deliverable
                      1A and 1B:**
 
 Deliverable
            1A : * **
 
 Deliverable
            1B : 
            ***
  
 **2.**
                  **Deliverable
                      2:**
 
 Deliverable
            2 : 
            ***
 
 **3.**
                  **Deliverable
                      3:**
 
 Deliverable
            3 : 
            ***
  
 **4.**
                  **Deliverable
                      4:**
 
 Deliverable
            4 : 
            ***
  
 **5.**
                  **Deliverable
                      5:**
 
 Deliverable
            5 : 
            ***
 
  ________________________
 ***  *Confidential
              material redacted and filed separately with the
              Commission*
  Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -21-
 
 **Exhibit
            F**
 
 **PAYMENTS
            AND PAYMENT TERMS**
 
  1.  Upfront
            License Fees
 
 (a)  License
            Fees .
            Trace
            will pay STI * ** in
            upfront license fees as follows: (i) *** on ***, (ii) *** on ***, (iii)
            *** on
            ***, (iv) *** upon the Initial Acceptance of Deliverable 2 as described
            on Exhibit
            E ,
            (v) ***
            upon the Final Acceptance of Deliverable 2 as described on Exhibit
            E ,
            (vi)
            *** upon the Initial Acceptance of Deliverable 3 as described on Exhibit
            E ,
            (vii)
            *** upon the Final Acceptance of Deliverable 3 or Deliverable 5, whichever
            first
            occurs, as described on Exhibit
            E ,
            (viii)
            *** upon the Initial Acceptance of Deliverable 4 as described on Exhibit
            E ,
            and
            (ix) *** upon the Final Acceptance of Deliverable 4 or Deliverable 5,
            whichever
            first occurs as described on Exhibit
            E (collectively, the “ Upfront
            License Fees ”).
            STI
            hereby acknowledges that it has received on or prior to the Effective
            Date
            payment in full of all of the above amounts set forth in this Section
            1(a) and
            that any late fees under the Deferred Payment Agreement that may be due,
            if any,
            from Trace to STI as of the date of execution of this Agreement by both
            parties
            are hereby waived.
 
 (b)  Non-Recurring
            Engineering Fee .
            Trace
            will pay STI *** on *** non-recurring engineering services which STI
            provides to
            Trace hereunder pursuant to the Project Plan. STI hereby acknowledges
            and agrees
            that it has received on or prior to the Effective Date payment in full
            of the
            amount set forth in this Section 1(b).
 
 2.  Server
            Software Royalties .
            Within
            thirty (30) days after the end of each month, Trace will pay STI a royalty
            for
            each Subscriber who had authorized access to the Wireless Service at
            any time
            during each such month in accordance with the following schedule:
 
 **Number
                      of Subscribers**
                  **Fee
                      Per Subscriber Per Month**
                    **(in
                      U.S. Dollars)*****
                  ******
                  ******
                  ***
 
 3.  Client
            Software Royalties .
            Within
            thirty (30) days after the end of each month, Trace will pay STI a royalty
            for
            each Wireless Device sold by Trace or an Authorized Distributor during
            each such
            month in accordance with the following schedule:
   ________________________
 ***  *Confidential
                material redacted and filed separately with the Commission*
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -22-
 
 
 **Number
                      of Wireless Devices**
                  **Per
                      Unit Royalty**
                    **(in
                      U.S. Dollars)*******
                  ******
                  ******
                  ******
                  ******
                  ***
 
 For
            the
            avoidance of doubt, Trace shall not be obligated under this Section 3
            to pay STI
            a client software royalty on any Wireless Device that contains a Client
            Program
            which has been included as part of a discrete position location application
            specific circuit that Trace has purchased from an Authorized Licensee
            and
            included in such Wireless Device provided, however, that such Authorized
            Licensee has paid all royalties due to STI for inclusion, use and/or
            distribution of the discrete position location application specific circuit
            containing such Client Program. On royalty reports that Trace submits
            for
            Wireless Devices, Trace will indicate whether such Wireless Devices contain
            Client Software or a Client Program and, if such Wireless Devices contain
            a
            Client Program, the source from which Trace obtained rights to use the
            Client
            Program.
 
 4.  Support
            and Maintenance .
            For
            each twelve (12)-month period beginning August 23, 2004 for which Trace
            elects
            to request in writing that STI provide support and maintenance services
            for the
            Server Software under this Agreement, Trace will pay STI *** of the Server
            Software royalties due pursuant to Section 2 of this Exhibit
            F for the
            applicable twelve (12)-month period or ***, whichever is greater, to
            receive
            support for the Server Software for such twelve (12)-month period in
            accordance
            with Exhibit
            G .
            All
            fees for such support and maintenance services will be due and payable
            no later
            than thirty (30) days prior to the commencement of a given twelve (12)-month
            support term; provided, however, that to receive support for the Server
            Software
            for a given twelve (12)-month support term, Trace will pay STI (a) ***
            no later
            than thirty (30) days prior to the commencement of such twelve (12)-month
            support term, and (b) the difference, if such difference is non-negative,
            between *** of the Server Software royalties due during such twelve (12)-month
            support term and *** upon the expiration of such twelve (12)-month support
            term.
            Notwithstanding anything to the contrary, if Trace discontinues or elects
            not to
            take support services for the Server Software or Client Software at any
            time
            after ***, in order to reinstate such support services for the Server
            Software
            or Client Software, as the case may be, Trace must pay STI all amounts
            that
            would have previously been required to be paid for support services after
            such
            date for the Server Software or Client Software, as the case may be,
            determined
            as if Trace had elected to receive from STI such support services therefore
            on
            an uninterrupted basis under this Agreement.
   ________________________
 ***  *Confidential
                material redacted and filed separately with the
                Commission*
 
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -23-
 
 5.  SnapWARN
            Service Feed .
            Within
            thirty (30) days after the end of each month during which STI has made
            available
            to Trace a SnapWARN Service Feed, Trace will pay to STI a fee for access
            to such
            SnapWARN Service Feed based on the highest amount of Subscribers that
            may exist
            during such month, which fee shall be determined as follows:
 
 **Number
                      of Subscribers**
                  **Service
                      Fee**
                    **(in
                      U.S. Dollars)*****
                  ******
                  ******
                  ***
 
 6.  Price
            Changes .
            Notwithstanding anything to the contrary, in connection with any price
            change
            for Support and Maintenance Services or the SnapWARN Service Feed that
            STI
            implements with its other system integrators and/or resellers, STI may
            at its
            option adjust, upon notice to Trace, the prices for Support and Maintenance
            Services and/or the SnapWARN Service Feed contained in this exhibit to
            be
            consistent with such price change. Such written notice may be provided
            by STI
            via electronic mail or pursuant to the notice provisions in this Agreement.
            Upon
            submission of any such price change, the Parties may, but shall not be
            required,
            to update this exhibit. In the event of any price increase, STI will
            provide
            notice to Trace of such increase at least sixty (60) days in advance
            of the date
            on which such price increase will become effective.
  7.  Engineering
            Services .
            Trace
            will pay STI for all Engineering Services that STI provides to Trace
            as provided
            in Section 4(b), other than the Engineering Services set forth in Section
            1(b)
            of this Exhibit
            F .
            For
            Engineering Services requested and approved by Trace pursuant to the
            provisions
            of Section 4(b), Trace will pay STI within thirty (30) days after the
            date of
            receipt of STI’s monthly invoice to Trace.
 
 8.  Travel
            Expenses .
            Trace
            will pay STI for all reasonable travel expenses associated with STI’s provision
            of Engineering Services as such expenses are approved by Trace. Trace
            will pay
            STI within thirty (30) days after the date of receipt of STI’s invoice for all
            such pre-approved travel expenses.
  ________________________
 ***  *Confidential
                material redacted and filed separately with the
                Commission*
 
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -24-
 
 **Exhibit
            G**
  **SUPPORT
            PLAN**
 
 1.  Definitions .
            For
            purposes of this Exhibit, the following terms shall have the following
            meanings.
            Any terms not defined in this Exhibit shall have the meaning set forth
            in the
            Agreement.
 
 “ Error(s )”
means
            any verifiable and reproducible failure of the Server Software to materially
            conform to the documentation for such Server Software. The term “Error” shall
            not include any failure of the Server Software that: (a) results from the
            misuse or improper use of the Server Software; (b) does not materially
            affect the operation and use of the Server Software; (c) results from any
            modification to the Server Software not made by or on behalf of STI;
            or
            (d) results from the failure to incorporate or use any Enhancements to the
            Server Software after such are made available to Trace by STI .
 
 “ Error
            Correction(s) ”
shall
            mean either (a) a modification or addition to or deletion from the Server
            Software that, when made to such Server Software, materially conforms
            the Server
            Software to the specifications or other documentation for such Server
            Software,
            or (b) a procedure or routine that, when observed in the regular operation
            of
            the Server Software, eliminates the material adverse effect of such Error
            on
            Trace.
 
 “ Major
            Error ”
means
            any demonstrable Error in the Server Software that: (a) causes the Server
            Software to have a significant loss of intended function as set forth
            in the
            specifications or other documentation for the Server Software; (b) causes
            or is
            likely to cause data to be lost or destroyed; or (c) prevents the Server
            Software from being installed or executed on the properly configured
            environment.
 
 “ Moderate
            Error ”
shall
            mean any demonstrable Error in the Server Software that: (a) causes the
            Server
            Software to operate improperly; or (b) produces results materially different
            from those described in the specifications, but which error does not
            rise to the
            level of a Major Error.
 
 “ Minor
            Error ”
shall
            mean any demonstrable Error that: (a) causes a function to not execute
            as set
            forth in the specifications for such Server Software, without a significant
            loss
            of intended functionality; or (b) disables one or more nonessential
            functions.
 
 “ Second
            Level Support ”
means
            support of Trace’s or Trace’s authorized technical support agent’s First Level
            Technical Support personnel to identify and resolve Errors remotely,
            by
            telephone, e-mail or fax communication.
  “ Workaround ”
shall
            mean that STI has diagnosed the Error and has implemented, or enabled
            Trace to
            implement, a temporary solution that allows the Server Software to regain
            functionality and provide all major functions in accordance with the
            specifications for the Server Software.
 
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -25-
 
 2.  Services
 
 2.1  Trace
            Responsibilities .
            Trace
            will provide all on site server technical support with respect to the
            Server
            Software. Trace agrees to notify STI in writing promptly following the
            discovery
            of any Error. STI agrees to make available to Trace a list of known Errors
            and
            to notify Trace in writing promptly following the discovery of any Error.
            Trace
            agrees, subject to STI’s compliance with all necessary security procedures, to
            enable STI to access remotely the server on which the Server Software
            is
            installed to enable STI to support Trace remotely as set forth under
            this
            support plan. Further, upon discovery of an Error, Trace agrees, if requested
            by
            STI, to submit to STI a list of output and any other data that STI may
            reasonably require to reproduce the Error and the operating conditions
            under
            which the Error occurred or was discovered. All information, oral or
            written,
            communicated between the parties concerning any Errors, is deemed to
            be
            Confidential Information and shall be governed by Section 9 of the
            Agreement.
  2.2  STI
            Telephone and Online Support .
            Technical support communications between Trace and STI will include electronic
            mail, facsimile, and telephone. A technical support telephone number
            will be
            provided by STI, and will be adequately staffed by a customer technical
            support
            representative during normal business hours, Pacific Standard Time, excluding
            holidays (“ Support
            Hours ”).
 
 2.3  STI
            Response to Errors .
            STI
            will provide Second Level Support to Trace to ensure a consistent and
            high level
            of operation of the Server Software. In the event Trace notifies STI
            of an Error
            in the Server Software, STI will provide Second Level Support to Trace
            or
            Trace’s authorized technical support agent to facilitate the implementation
            of
            an Error Correction to the Server Software. STI shall use commercially
            reasonable efforts to correct Errors in accordance with the below response
            times, with as little disruption to Trace’s service as commercially
            practicable.
 
 (a)  Major
            Errors .
            STI
            shall, within * ** after
            the receipt of notice of any Major Error, contact Trace to verify such
            Major
            Error and begin a resolution process. Upon STI’s verification of such Major
            Error, STI will use its commercially reasonable efforts to provide a
            Workaround
            for such Major Error, and will use its commercially reasonable efforts
            to
            provide an Error Correction for such Major Error until such Error Correction
            is
            provided.
 
 (b)  Moderate
            Errors .
            STI
            shall, within *** after the receipt of notice of any Moderate Error,
            contact
            Trace to verify such Moderate Error. Upon STI’s verification of such Moderate
            Error, STI will use its commercially reasonable efforts to provide a
            Workaround
            for such Moderate Error. STI will provide an Error Correction for such
            Moderate
            Error in the next scheduled maintenance release of the Server
            Software.
  ________________________
 ***  *Confidential
                material redacted and filed separately with the
                Commission*
 
 
 Trace/STI
                  Amended and Restated License Agreement
 Proprietary
                  and Confidential
 -26-
 
 (c)  Minor
            Errors .
            Upon
            STI’s receipt of notice of a Minor Error and upon STI’s verification of such
            Minor Error, STI will initiate work to provide Error Correction for such
            Minor
            Error in the next regular release of the Server Software.
 
 2.4  Exclusions
            from Support Services .
            Support
            Services under this Exhibit
            G include
            Second Level Support for the Server Software only. Support Services do
            not
            include support for any failure or defect in the Server Software caused
            by any
            of the following:
 
 (a)  the
            improper use, alteration, or damage of the Server Software by Trace or
            persons
            other than STI employees or consultants;
 
 (b)  modifications
            to the Server Software not made or authorized by STI, unless such modifications
            were made by a STI employee, subcontractor, agent, or other third party
            acting
            on behalf of STI; or
 
 (c)  use
            of
            Server Software on hardware that has not been approved by STI for use
            with the
            Server Software.
 
 3.  Enhancements .
            Subject
            to the payment by Trace to STI of all applicable support and other fees
            due to
            STI under the Agreement, STI will provide to Trace any applicable Enhancements
            (as defined in Section 1 of the Agreement) to the Server Software.