8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2009

Palm, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-29597	94-3150688
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

950 W. Maude Avenue, Sunnyvale, California	94085
(Address of principal executive offices)	(Zip Code)

(408) 617-7000

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1*	Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of February 25, 2005.
10.2*	Amendment No. 1 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of February 1, 2005.
10.3*	Amendment No. 2 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of August 1, 2005.
10.4*	Amendment No. 3 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of December 1, 2005.
10.5*	Amendment No. 4 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of December 1, 2006.
10.6*	Amendment No. 5 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of August 1, 2007.
10.7*	Amendment No. 6 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of September 1, 2007.
10.8*	Amendment No. 7 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of June 1, 2008.
10.9*	Amendment No. 8 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of August 1, 2008.

* Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	PALM, INC.
Date: July 23, 2009	/s/    Mary E. Doyle
	Mary E. Doyle
	Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1*	Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of February 25, 2005.
10.2*	Amendment No. 1 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of February 1, 2005.
10.3*	Amendment No. 2 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of August 1, 2005.
10.4*	Amendment No. 3 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of December 1, 2005.
10.5*	Amendment No. 4 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of December 1, 2006.
10.6*	Amendment No. 5 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of August 1, 2007.
10.7*	Amendment No. 6 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of September 1, 2007.
10.8*	Amendment No. 7 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of June 1, 2008.
10.9*	Amendment No. 8 to Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices between Microsoft Licensing, GP and the registrant, dated as of August 1, 2008.

* Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EX-10.1

Exhibit 10.1

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

COMPANY Name:	palmOne, Inc
MS License Agreement Number:	514057011
Effective Date:	February 25th, 2005
Expiration Date:	February 25th, 2010
Embedded Systems Website URL:	[***]

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

This MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES (“License Agreement”) is entered into between Microsoft Licensing, GP (“MS”) and the company identified above (“COMPANY”) as of the Effective Date.

This License Agreement consists of the following:

• this Signature Page

• Monthly Payment Schedule

• Addresses Schedule

• General Terms and Conditions

• Use of MOO and ECE Schedule

• Company Brand Names and Trademarks

• Company Subsidiaries Schedule

• Third Party Brand Names and Trademarks

• Third Party Installer Schedule

• Third Party Integrator Schedule

By signing below, COMPANY agrees that the information COMPANY provides below and on each of the attached forms is accurate, and each party agrees that i has read and understood, and will act in accordance with, all of the terms set forth in the attached documents.

MICROSOFT LICENSING, GP		palmOne, Inc
A general partnership organized under the laws of: The State of Nevada, U.S.A.		A company organized under the laws of: State of Delaware
By:	/s/ [***]	By:	/s/ [***]
	(signature)		(signature)
Name:	[***]	Name:	[***]
	(printed)		(printed)
Title:	Program Manager	Title:	President and CEO
	(printed)		(printed)
Date:	February 25, 2005	Date:	February 25, 2005
	(printed)		(printed)

1

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

MONTHLY PAYMENT SCHEDULE

First Period of this License Agreement

Date	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
[***] from the Effective Date of this License Agreement (payment due upon signing)	$	[***]	$	[***]
End of calendar month in which the Licensed Product is first licensed or distributed for revenue or equivalent consideration Occurs (“First Payment Date”)	$	[***]	$	[***]
1 month after the First Payment Date	$	[***]	$	[***]
2 months after the First Payment Date	$	[***]	$	[***]
3 months after the First Payment Date	$	[***]	$	[***]
4 months after the First Payment Date	$	[***]	$	[***]
5 months after the First Payment Date	$	[***]	$	[***]
6 months after the First Payment Date	$	[***]	$	[***]
7 months after the First Payment Date	$	[***]	$	[***]
8 months after the First Payment Date	$	[***]	$	[***]
9 months after the First Payment Date	$	[***]	$	[***]
10 months after the First Payment Date	$	[***]	$	[***]
11 months after the First Payment Date	$	[***]	$	[***]
Total First 12 Month payments	$	[***]	$	[***]

Second Period of this License Agreement (to be determined after first 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
12 months after the First Payment Date	$	$
13 months after the First Payment Date	$	$
14 months after the First Payment Date	$	$
15 months after the First Payment Date	$	$
16 months after the First Payment Date	$	$
17 months after the First Payment Date	$	$
18 months after the First Payment Date	$	$
19 months after the First Payment Date	$	$
20 months after the First Payment Date	$	$
21 months after the First Payment Date	$	$
22 months after the First Payment Date	$	$
23 months after the First Payment Date	$	$
Total Second 12 month payments	$	$

Third Period of this License Agreement (to be determined after second 12 month period.)

2

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
24 months after the First Payment Date	$	$
25 months after the First Payment Date	$	$
26 months after the First Payment Date	$	$
27 months after the First Payment Date	$	$
28 months after the First Payment Date	$	$
29 months after the First Payment Date	$	$
30 months after the First Payment Date	$	$
31 months after the First Payment Date	$	$
32 months after the First Payment Date	$	$
33 months after the First Payment Date	$	$
34 months after the First Payment Date	$	$
35 months after the First Payment Date	$	$
Total Third 12 month payments	$	$

Forth Period of this License Agreement (to be determined after third 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
36 months after the First Payment Date	$	$
37 months after the First Payment Date	$	$
38 months after the First Payment Date	$	$
39 months after the First Payment Date	$	$
40 months after the First Payment Date	$	$
41 months after the First Payment Date	$	$
42 months after the First Payment Date	$	$
43 months after the First Payment Date	$	$
44 months after the First Payment Date	$	$
45 months after the First Payment Date	$	$
46 months after the First Payment Date	$	$
47 months after the First Payment Date	$	$
Total Fourth 12 month payments	$	$

3

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

Fifth Period of this License Agreement (to be determined after fourth 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
48 months after the First Payment Date	$	$
49 months after the First Payment Date	$	$
50 months after the First Payment Date	$	$
51 months after the First Payment Date	$	$
52 months after the First Payment Date	$	$
53 months after the First Payment Date	$	$
54 months after the First Payment Date	$	$
55 months after the First Payment Date	$	$
56 months after the First Payment Date	$	$
57 months after the First Payment Date	$	$
59 months after the First Payment Date	$	$
60 months after the First Payment Date	$	$
Total Fifth 12 month payments	$	$

4

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

ADDRESSES SCHEDULE

SHIPPING AND BILLING

COMPANY “Ship To” Address	COMPANY Billing Address
Street Address 400 N McCarthy Blvd City and State / Province Milpitas, CA Country and Postal Code USA 95035 Contact Name [***] Contact Phone Number [***] Contact Email [***]	Street Address / post office box 400 M McCarthy Blvd City and State / Province Milpitas, CA Country and Postal Code USA 95035 Contact Name: [***] Contact Phone Number: [***] Contact Email [***] VAT Number [***]

COMPANY’s technical support phone number for customers and end users of the Devices: 408-503-7500

PAYMENT AND REPORTING

Send Reports via Email to:	Send Payments via Wire Transfer Only to:
Microsoft Licensing, GP	Microsoft Licensing, GP c/o
OEM Contract and Revenue Management Team	[***]
Email: [***] Fax: (1) [***]	[***]
Fax (Alt): (1) [***]	USA
	ABA# [***] SWIFT Code: [***] Account # [***]
	COMPANY shall include applicable MS invoice number(s) on all Payments

Or to such other address or account as MS may specify from time to time.

NOTICES

Any written notices related to this License Agreement must be addressed to the contact and locations outlined below, or such other addresses as either party may hereafter specify in writing.

COMPANY Information	MS Information
COMPANY Name palmOne, Inc Street Address / post office box 400 N McCarthy Rd City and State / Province Milpitas, CA Country and Postal Code USA 95035 Contact Name: Mary Doyle Phone Number: [***] Fax Number: [***] Email Address: [***]	Microsoft Licensing, GP 6100 Neil Road Reno, NV 89511-1132 USA Attention: OEM Contracts Phone Number: (1) [***] Fax Number: (1) [***]
Copies of all COMPANY NOTICES shall be sent to: Microsoft Corporation One Microsoft Way Redmond, Washington USA 98052 Attention: Law and Corporate Affairs Re: Microsoft Licensing, GP – OEM ESG Sales	With an additional copy to: Microsoft Corporation One Microsoft Way Redmond, Washington USA 98052 Attention: General Manager – OEM Device Solution Sales

5

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS.

(a) “Associated Product Materials” or “APM” means materials as MS shall designate from time to time (other than MS or third party marketing and promotional material) that are acquired from an Authorized Replicator, as defined below, such as the COA, MS Companion CD, and any applicable external media.

(b) “Authorized Replicator” or “AR” means an MS-authorized supplier of APM and/or COAs. A listing of ARs may be posted at the Embedded Systems Website, and such listing may be updated from time to time. COMPANY may propose for MS’ consideration additional parties to be AR(s). MS will make commercially reasonable efforts to provide prior notice to COMPANY of the termination of an AR’s authorization to supply APM.

(c) “Certificate of Authenticity” or “COA” means a non-removable sticker designated by MS which is specific to the Licensed Product.

(d) “Channel” means COMPANY’s Mobile Operators, distributors, dealers and others in its distribution channels.

(e) “COMPANY Applications” means industry- or task-specific software programs and/or functionality that COMPANY includes as part of the Image.

(f) “COMPANY Binaries” means the software owned or licensed by COMPANY, exclusive of the Licensed Product and contained in the Image. COMPANY shall own or maintain effective licenses for all COMPANY Binaries.

(g) “Device” means COMPANY’s computing device(s), described in the Device Table of the Product and Royalty Schedule(s) of this License Agreement, which comply with the MS system specifications for the Licensed Product and contains an Image on Memory Medium.

(h) “Embedded Systems Website” means the web site located at the URL indicated on the Signature Page of this License Agreement or such other URL as MS may designate from time to time. COMPANY’s user name and initial password for the Embedded Systems Website will be sent to the email address provided by COMPANY in the Notices section of the Addresses Schedule.

(i) “End User Documentation” means the Device end user documentation produced by COMPANY in accordance with the documentation kit provided by MS.

(j) “EULA” means an end user license agreement between COMPANY and its end user that meets the requirements and incorporates the terms set forth in “Attachment 1 – EULA Terms” to the applicable Product and Royalty Schedule(s).

(k) “Excluded License” means any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (1) disclosed or distributed in source code form; (2) licensed for the purpose of making derivative works; or (3) redistributable at no charge.

(l) [Intentionally Left Blank.]

(m) “Image” means the Licensed Product Binaries and the COMPANY Binaries installed on a Memory Medium within the Device.

(n) “Licensed Product” means the Microsoft product(s) identified as licensed in the Product and Royalty Schedule(s) of this License Agreement, including software and related documentation identified by MS as components of the Licensed Product, including any Supplemental Code.

(o) “Licensed Product Binaries” means Licensed Product, in object code form, included in the Image.

(p) “Licensed Product Deliverables” means the kit that contains the OAK, the documentation kit, the MS system specifications for the Licensed Product, and any additional materials MS may identify and deliver to COMPANY pursuant to this License Agreement.

(q) “Memory Medium” means a non-volatile solid-state memory medium on which the Image is installed.

(r) “Mobile Operator” means a wireless telecommunication carrier to whom COMPANY may distribute its Devices.

(s) “MS Companion CD” means the Microsoft software on CD ROM disk that (i) complements and is part of the Licensed Product, and (ii) if installed on a personal computer, enables data exchange via ActiveSync^® between the Device and the personal computer.

(t) “MS Embedded Communications Extranet” or “ECE” means the Internet site located at [***] (or such successor URL as MS may designate from time to time) made available to COMPANY by MS as an informational resource.

(u) “MS OEM Online” or “MOO” means the Internet site located at [***] (or such successor URL as MS may designate from time to time) accessed and used by COMPANY in connection with certain aspects of its performance under this License Agreement.

(v) “MSCORP” means Microsoft Corporation, a general partner or the parent company of MS, as applicable.

(w) “MSCORP Compatibility Test” means MSCORP’s standard series of tests, as reasonably amended from time to time, conducted by or for MSCORP to determine whether the Device is compliant with the Licensed Product compatibility standards.

(x) “OEM Adaptation Kit” or “OAK” means all software (including, without limitation, redistributable binaries, tools, and sample source code), and related documentation and materials delivered to COMPANY by MS pursuant to this License Agreement.

(y) “Period” means those twelve calendar months, or such other time period, set forth in the Monthly Payment Schedule of this License Agreement.

(z) “Sales-out and Royalty Reporting Guidelines” means the format and instructions for electronic submission to MS of sales-out information as reasonably requested by MS (for example, distribute to country code or postal code) posted on the Embedded Systems Website. MS reserves the right to reasonably modify the Sales-out and Royalty Reporting Guidelines with sixty (60) days notice. Sales-out and Royalty Reporting Guidelines will be the same for all OEMs. For clarification, the parties agree that it shall not be a reasonable modification if the Sales-out and Royalty Reporting Guidelines are modified to (i) request information that specifically identifies COMPANY’s licensed end users (except for the “distribute to” information described above in the event of a direct sale to an end user) or is intended to misappropriate COMPANY’s trade secrets, or (ii) requires COMPANY to obligate its Channel to provide the Channel’s end user information to MS, including, but not limited to, any end user zip or postal codes.

(aa) “Supplemental Code” means additional or replacement code of any portion of a Licensed Product as MS may provide to COMPANY from time to time. Any additional license rights or limitations related to the Supplemental Code will be described in a letter accompanying the Supplemental Code to OEMs of the Licensed Product(s).

6

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

(bb) “Suppliers” means MSCORP and other licensors or suppliers of Licensed Products.

(cc) “Third Party Developers” means developers of hardware accessories or software solutions for COMPANY’s Device.

(dd) “Upgrade Image” means an Image to supplement or upgrade any portion of an Existing Image (as defined in the Product and Royalty Schedule), contained on COMPANY’s Companion CD.

(ee) “Update” means (i) the same version of the Licensed Product Binaries as originally shipped on the Device, together with an updated or originally shipped version of the COMPANY Binaries; and/or (ii) Supplemental Code that MS provided to COMPANY under this License Agreement (subject to the terms, conditions and restrictions with which such Supplemental Code was provided).

2. LICENSE GRANT AND LIMITATIONS.

(a) Subject to all terms and conditions of this License Agreement, MS grants to COMPANY, a non-exclusive, limited, world-wide license to:

(i) use the OAK on COMPANY premises in accordance with the instructions contained in the OAK for the following limited purposes:

(A) creating an OEM abstraction layer for the Licensed Product on the Devices;

(B) testing the Devices;

(C) creating device drivers for the Devices; and

(D) designing and developing COMPANY Applications.

(ii) distribute the OAK’s “redistributable files” in object code form only with COMPANY Applications, provided that:

(A) COMPANY Applications are designed to operate with the Licensed Product and are compatible with the applicable Licensed Product application programming interfaces (“APIs”) and protocols;

(B) COMPANY includes MS’ or MSCORP’s copyright notices for the Licensed Product(s) on the disk label and/or on the title page of the documentation for COMPANY Applications; and

(C) COMPANY hereby indemnifies, holds harmless, and defends MS and its Suppliers from and against any third party claims or lawsuits, including attorneys’ fees, that arise or result from the use or distribution of COMPANY Applications subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Section 2(a)(ii)(C)(iii)-(v)

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS’s or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment orany settlement that materially affects the rights and interests of MS or MSCORP without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(iii) install one (1) copy of the Licensed Product Binaries as part of the Image on a Memory Medium and place one (1) Memory Medium into a Device;

(iv) distribute one (1) copy of Licensed Product Binaries as part of the Image in the Device;

(v) distribute one (1) copy of the EULA, APM and End User Documentation with the Device; and

(vi) sublicense the Image to the licensed end user by means of the EULA.

For clarification, COMPANY’s non-exclusive, limited, world-wide license includes use by (1) COMPANY employees in the scope of their employment with COMPANY; and (2) individuals under COMPANY’s direct supervision and control who are engaged to perform such services pursuant to a contract that includes appropriate non-disclosure and other covenants sufficient to satisfy COMPANY’s obligations under this License Agreement (“Contractors”).

(b) COMPANY’s license to any of the Licensed Products (or any intellectual property of MS or its Suppliers associated therewith) does not include any license, right, power or authority to subject the Licensed Product software or derivative works thereof in whole or in part to any terms of an Excluded License. By way of example, COMPANY does not have any license, right, power or authority to (A) create derivative works of the Licensed Product software in any manner that would cause the Licensed Product or derivative works thereof in whole or in part to become subject to any of the terms of an Excluded License; or (B) distribute the Licensed Product software or derivative works thereof in any manner that would cause the Licensed Product software or derivative works thereof in whole or in part to become subject to any of the terms of an Excluded License.

(c) [Intentionally Left Blank]

(d) COMPANY shall configure the Image to ensure that it executes solely on the applicable Device and will not function, download or install on any equipment or system other than the Device.

(e)    (i) COMPANY shall (A) permanently affix a COA to an accessible location on each Device or COMPANY Companion CD, and (B) distribute the remaining APM with each Device.

(ii) COMPANY shall not (A) make APM available through any other means or channel, or (B) sell, give, or otherwise transfer APM to any third party.

(iii) COMPANY shall distribute the EULA (A) in a manner that is intended to form a contract binding the end user to the EULA terms under applicable law and in a manner consistent with the manner of distribution used by COMPANY for any other legally effective terms imposed by COMPANY on the end user of the Devices, and (B) with each Device.

(iv) In addition to distributing the End User Documentation with the Device, COMPANY may make the End User Documentation separately available to the end users.

(f) Each COA provided to COMPANY is particular to a specific Licensed Product version and serves to identify the Licensed Product installed on a Device. Prior to distributing any Device, COMPANY shall ensure that the COAs correctly identifying the installed Licensed Product are properly and permanently affixed as required by this License Agreement.

7

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

(g) COMPANY may not distribute more than one (1) Licensed Product on the same Device.

(h) The various components that comprise the Licensed Product Binaries shall be preinstalled and distributed together with one Device and may not be separately distributed or licensed by COMPANY for use with more than one Device.

(i) COMPANY may provide the Licensed Product Binaries (as part of the Image) or Companion CD directly to licensed end users to replace the Licensed Product Binaries or Companion CD distributed by COMPANY, which are defective in media or reproduction. Such replacement Licensed Product Binaries or Companion CD shall not be available through COMPANY’s Channel.

(j) COMPANY shall comply with the Additional Provisions set forth in the Product and Royalty Schedule(s).

(k) Although the Licensed Product Deliverables may include files, modules, and/or materials for other products, COMPANY’s license rights shall apply only to those files, modules, and/or materials that constitute the Licensed Product as indicated in the Licensed Product Deliverables documentation. COMPANY is granted no rights to, and shall not access or use in any manner, any products, files, modules, or materials included in the Licensed Product Deliverables that are not part of the Licensed Product.

(l)    (i) COMPANY shall not publicly announce the Licensed Product until MS’ official launch date, and COMPANY shall obligate its Channel accordingly. Notwithstanding the foregoing, COMPANY may discuss the Devices (and the Licensed Products installed in such Devices) with the Channel, Third Party Developers and other business partners provided that COMPANY takes precautions to protect confidential information including, without limitation, maintaining valid non-disclosure agreements with its Channel and Mobile Operators, Third Party Developers and other business partners. COMPANY may distribute Devices with Licensed Product installed to its Channel before MS’ official launch date solely to prepare for distribution of the Devices to end users on and after MS’ official launch date.

(ii) COMPANY shall not distribute for revenue any Device containing a Licensed Product before (A) MS’ official launch date for such release and language version of the Licensed Product, and (B) COMPANY’s receipt of the MSCORP certification that the Device has passed the applicable MSCORP Compatibility Test. COMPANY shall provide MSCORP with five (5) complimentary test unit(s) of the Device(s) for testing and certification by or on behalf of MSCORP. Changes to the MSCORP Compatibility Tests during the term of this License Agreement will be included in the Logo Test Kit made available to all OEMs of the Licensed Product(s). COMPANY may seek MS’s consent to variances from the MSCORP Compatibility Tests and MS will not unreasonably withhold its consent to such requests. As provided in Section 8(c) of the Development and Marketing Agreement between COMPANY and MSCORP (“Development Agreement”), Devices delivered to MSCORP related to MSCORP Compatibility Test shall not be Feedback as defined in the Development Agreement. Any such Compatibility Tests shall provide for the Allowable Modifications (as defined in the Development Agreement) (i.e. COMPANY shall not be deemed to have failed a Compatibility Test simply because any Allowable Modification does not allow the Device to meet the applicable test criteria).

(m) COMPANY shall not remove or obscure any copyright, trademark or patent notices in the Licensed Product Deliverables as delivered to COMPANY.

(n) COMPANY shall not use any name or trademark confusingly similar to or undertake any other action that will interfere with or diminish MS or MSCORP right, title or interest in, any Licensed Product trademark(s) or trade name(s), and will comply with guidelines provided by MSCORP from time to time for reference to, and use of, such Licensed Product mark(s) or name(s). Without limiting COMPANY’s other obligations in this Section 2(n), COMPANY shall have a reasonable period of time to implement any changes to such guidelines provided by MSCORP from time to time.

(o) Logo licenses may be available by separate written agreement(s) with MS or its Suppliers. Except as expressly provided in a separate written logo license agreement, COMPANY shall not use or display any logo of MS or MSCORP (including without limitation any stylized representation of the Microsoft name used by MS or MSCORP) in COMPANY’s materials or packaging.

(p) COMPANY shall not advertise, provide a separate price for, or otherwise market the Licensed Products or Images as separate items from the Device.

(q) COMPANY may advertise, provide a separate price for, or otherwise market an Upgrade Image separately from the Device.

(r) COMPANY shall prominently display on the Device packaging and in the End User Documentation the system requirements for the desktop computer(s) with which the end user may use the Device.

(s)    (i) Devices shall be marketed, licensed, and distributed exclusively under COMPANY’s or COMPANY’s Subsidiaries’ brand names and trademarks, or co-branded with Mobile Operators, unless otherwise provided for in a Third Party Brand Names and Trademarks Schedule.

(ii) COMPANY agrees that COMPANY will not list on the Third Party Brand Names and Trademarks Schedule any third party brand names, trademarks and model names that infringe any rights of any third party, and shall defend, indemnify and hold MS or its Suppliers harmless from any third party claim arising out of COMPANY’s use of such third party brand names, trademarks or model names subject to the following:

(1) MS shall promptly notify COMPANY in writing of such claim;

(2) COMPANY shall have sole control over the defense and/or settlement of such claim, subject to Sections(2)(s)(ii)(3)-(5);

(3) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(4) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(5) COMPANY shall not consent to the entry of any judgment or any settlement that materially affects the rights and interests of MS or MSCORP without the prior written consent of MS and/or MSCORP which shall not be unreasonable withheld.

(iii) If such third party listed on the Third Party Brand Names and Trademarks Schedule wishes to market or distribute Devices using the Licensed Product logo, COMPANY shall ensure that the third party has executed the applicable logo license with MSCORP prior to any marketing or distribution of such Device. Except for Mobile Operators, COMPANY hereby agrees to defend, indemnify and hold MS and its Suppliers harmless from and against all third party claims, including reasonable attorneys’ fees, which MS or its Suppliers may be subject to if the third party markets or distributes Devices without executing, or in breach of, the applicable logo license, subject to the following:

(1) MS shall promptly notify COMPANY in writing of such claim;

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(2) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Section (2)(s)(iii)(3)-(5);

(3) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(4) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(5) COMPANY shall not consent the entry of any judgment or any settlement that materially affects the rights and interests of MS or MSCORP without the prior written consent of MS and/or MSCORP which shall not be unreasonably withheld.

(t) COMPANY shall use commercially reasonable efforts to contractually obligate (e.g., by contract, invoice or other written instrument) its Channel to deliver the APM together with each Device. COMPANY shall not permit the Channel to market or quote a price for the Licensed Product separate from the Device. COMPANY shall promptly discontinue distribution of Licensed Product to any member of the Channel which does not comply with this subsection, and shall cooperate with MS in investigating instances of distribution of Licensed Product in violation of this subsection.

(u) COMPANY shall not reverse engineer, decompile or disassemble any software in the Licensed Product Deliverables provided in object code form except as permitted by applicable law which cannot be waived by this subsection. Solely in connection with the terms and conditions of Article 6 of the European Community’s Directive for the Legal Protection of Computer Programs, OJL 122/42 (17 May 1991), and only with respect to jurisdictions which have adopted the same terms and conditions by legislation implementing the Directive, COMPANY acknowledges that information on interoperability of the software in the Licensed Product Deliverables with other products is readily available from MS.

(v) (i) COMPANY agrees as follows: (1) for Devices that have not been previously distributed by COMPANY; and/or (2) for Devices that have been previously distributed by COMPANY, but COMPANY is required in accordance with the Licensed Product Deliverables documentation to retest such Devices and obtain MSCORP Compatibility Test certification (collectively, “New Devices”), COMPANY agrees that COMPANY will use, install, and distribute the most current licensed release of such Licensed Product (including Supplemental Code related to such Licensed Product) on all New Devices which are distributed on or after the one-hundred-and-twentieth (120^th) day (or an earlier date, at COMPANY’s option) following the availability of the most current licensed release of such Licensed Product (including Supplemental Code related to such Licensed Product).

(w) THE TERMS OF THIS LICENSE AGREEMENT EXPRESSLY PROHIBIT COMPANY FROM MANUFACTURING OR MARKETING DEVICES THAT ARE DESIGNED WITH THE INTENT THAT THE LICENSED PRODUCT BE USED IN OPERATION OF NUCLEAR FACILITIES, IN AIRCRAFT NAVIGATION, IN AIRCRAFT COMMUNICATION, IN AIRCRAFT FLIGHT CONTROL, IN AIRCRAFT AIR TRAFFIC CONTROL SYSTEMS, OR IN OTHER DEVICES OR SYSTEMS IN WHICH SERIOUS INJURY OR DEATH TO THE OPERATOR OF THE DEVICE OR SYSTEM, OR TO OTHERS DUE TO A MALFUNCTION (INCLUDING, WITHOUT LIMITATION, SOFTWARE RELATED DELAY OR FAILURE) COULD REASONABLY BE FORESEEN.

(x) COMPANY shall make no representation, nor any express or implied warranty to third parties (including, without limitation, to any end users), on behalf of MS.

(y) MS reserves all rights not expressly granted in this License Agreement.

(z) [Intentionally Left Blank]

(aa) COMPANY may distribute an Update to licensed end users separate from the Device in object code form either on external media (i.e., CD-ROM) or from COMPANY’s website as a download in accordance with the following provisions:

(i) In the case of an Update distributed on CD-ROM, COMPANY shall reproduce the Update only on: (1) COMPANY premises by COMPANY employees in the scope of their employment with COMPANY or Contractors; (2) on the premises of a Third Party Installer or a Third Party Integrator; or (3) via an AR;

(ii) COMPANY shall configure the Update such that only one copy of the Update executes on a Device at one time;

(iii) COMPANY shall distribute the Update directly to a licensed end user of the Device and sublicense the Update to the licensed end user by means of a EULA distributed with the Update in a manner that is intended to form a contract binding the end user to the EULA terms under applicable law and in a manner consistent with the manner of distribution used by COMPANY for any other legally effective terms imposed by the COMPANY on the end user of the Devices, including any additional EULA language that MS may reasonably require;

(iv) COMPANY shall configure the Update to verify that it executes solely on the applicable Device, and will not function, download or install on the Device until a commercially reasonable authentication process of the Device is performed;

(v) Upon installation, the Update shall either (A) completely replace the existing Image (end user data and/or end user configuration settings may remain intact); or (B) update certain functionality of the existing Image to include updates provided to COMPANY as Supplemental Code;

(vi) COMPANY shall comply with all terms and conditions and be subject to all restrictions on use and distribution of the Supplemental Code as described in the letter or other instructions from MS accompanying the Supplemental Code, including the distribution of any required, reasonable supplemental EULA terms;

(vii) Upon request of a licensed end user, a single downloaded Update copy or copy of Update media (i.e. CD-ROM) may be used by the licensed end user or COMPANY or an authorized service representative of either the licensed end user or COMPANY, to install the Update on the licensed end user’s additional units of the same Device which contain the same Image (for example, the Update may be installed via the licensed end user’s internal network);

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(A) in the event that COMPANY elects to provide the licensed end user with only a single copy of the Update for installation on more than one Device as set forth above, COMPANY shall advise the licensed end user in writing that the Update may only be installed onto the additional units of the same Device;

(viii) (1) If the Update is distributed on media (i.e. CD-ROM), the media containing the Update shall be maintained by the licensed end user on its original media solely for use as an archival copy for recovery purposes. (2) If COMPANY makes the Update available on a restricted section of COMPANY’s website as a download, COMPANY shall (A) make the Update available only on the “customer support” section of its website; and (B) clearly state the purpose of the Update and the Devices on which the Update may install;

(ix) COMPANY shall comply with the Media Packaging Guidelines set forth on the Embedded Systems Website for the labels and packaging of the Update media, if any.

(x) COMPANY shall not pay an additional royalty or other costs to MS for the Licensed Product Binaries included as a component of the Update, provided that COMPANY distributes the Licensed Product Binaries as part of the Update at no charge except for reasonable shipping and handling charges.

(xi) If MS designates Supplemental Code as mandatory, in addition to the foregoing, COMPANY shall: (1) for Devices that have not been entered into Mobile Operator certification by COMPANY, COMPANY shall include the mandatory Supplemental Code in the Images on the Devices prior to distribution of the Devices; and (2) for Devices that have been distributed by COMPANY, COMPANY shall make available an Update with the mandatory Supplemental Code to applicable Mobile Operators and/or end users as soon as possible, but in no event, no later than sixty (60) days after the mandatory Supplemental Code is made available to COMPANY. Nothing herein shall be construed to require MS to provide Supplemental Code to the Licensed Product directly to any Mobile Operator and/or end user, notwithstanding the request or direction of COMPANY.

3. REPORTS AND PAYMENTS.

(a) (i) Within fifteen (15) days after the end of each calendar month, and fifteen (15) days after the termination, cancellation or expiration date of this License Agreement for the final full or partial month, COMPANY shall provide a report in accordance with the then current Sales Out and Royalty Reporting Guidelines located on the Embedded Systems Website.

(ii) COMPANY shall take all steps necessary to ensure that COMPANY’s collection and provision of information as required by the Sales-Out and Royalty Reporting Guidelines is in compliance with all applicable national data protection laws. Notwithstanding the foregoing, in no event shall COMPANY be deemed in breach of this Agreement if COMPANY is unable to comply with certain requirements of the Sales-Out and Royalty Reporting Guidelines because such requirements conflict with any such data protection laws.

(iii) COMPANY shall provide MS a written forecast of the number of units for each version of Licensed Product COMPANY projects in good faith that COMPANY believes will be licensed or distributed over the [***] period, such period to begin upon COMPANY’s first license or distribution of the Licensed Product for revenue or equivalent consideration (the “[***]”). COMPANY has provided MS the initial [***], which [***] is incorporated into this License Agreement through the Monthly Payment Schedule. Thereafter, the [***] shall not be provided by COMPANY. Instead, the Actual Shipments figure (as defined below) reported by COMPANY in each prior [***] period shall constitute the new “[***]” figures for comparisons as described below against each successive [***] period during the term of the License Agreement.

(iv) At the end of each [***] period, MS will provide COMPANY with a reconciliation identifying the number of units for each version of Licensed Product reported by COMPANY in its royalty reports during the prior [***] period (the “Actual Shipments”) and comparing the Actual Shipments figure against the then-current [***] figure. If the number of units of Licensed Products in the Actual Shipments figure meets or exceeds the number of units in the [***] figure, there shall be no adjustment to the royalties paid under this Section 3. In the event the Actual Shipments figure is less than the number of units in the applicable [***] figure, then MS will calculate the difference between (A) the total royalties for each version of Licensed Product paid by COMPANY during such [***] period under this Section 3 and (B) the total applicable royalty rates for the Actual Shipments figure based upon the volume tiers identified for each version of Licensed Product in the Product and Royalty Schedule, and (C) MS will issue COMPANY a credit for such difference (a “Credit Amount”). COMPANY may apply a Credit Amount towards future payments due to MS under this License Agreement only for the [***] period that immediately follows the generation of each such Credit Amount; provided that if COMPANY does not apply the entire Credit Amount generated during each such [***] period MS shall refund to COMPANY any unused portion upon expiration or termination of this License Agreement.

(b)    (i) COMPANY shall pay MS: (A)(i) [***] of the [***] figure within [***] of the Effective Date, and (ii) [***] of the then-current [***] figure thereafter within [***] of the beginning of each subsequent [***] period during the term of the License Agreement; (B) the remaining [***] balance of the then-current [***] figure divided equally over each [***] period with such amounts to be paid monthly as set forth in the Monthly Payment Schedule, with the first [***] period beginning when a Licensed Product is first licensed or distributed for revenue or equivalent consideration with such amount paid monthly; and (C) the amount by which cumulative royalties exceed such monthly payment amounts. COMPANY shall make payments within [***] after the end of the calendar month in which such amounts first become due. If COMPANY fails to pay any royalty or other payment due hereunder by the applicable due date then, to the extent permitted by applicable law, MS may, at its option and without prejudice to any other right or remedy available to it, assess a recurring late charge on such past due amount at an annual rate equal to [***]. Such recurring late charge shall accrue monthly (before and after any judgment) from the due date to the date of actual payment (both dates inclusive). Notwithstanding any other provision of this Section 3(b)(i), such recurring late charge shall be payable on demand.

(ii) No payments or any Credit Amounts hereunder shall be applied to (A) reduce any payments due under another agreement; or (B) any payment due to the AR.

(c) COMPANY agrees to pay MS the royalty rate set forth in the Product and Royalty Schedule(s) for each unit of Licensed Product licensed, distributed or put in use by COMPANY. Royalty rates shall be based upon the then-current [***] and the Actual Shipment figures, and Company agrees the royalty rates and monthly

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payment amounts shall be amended, by written amendment, in accordance with the volume tiers identified in the Product and Royalty Schedule(s) for such Licensed Product(s) and this Section 3. No royalty shall accrue to MS for Licensed Product shipped to replace units defective in media or reproduction, provided that COMPANY distributes such replacement copies directly to end users (without use of dealers or other intermediaries) at no charge, except for COMPANY’s reasonable cost of materials and shipping and handling costs. If COMPANY ships a replacement Device for a Device that is returned to COMPANY under COMPANY’s customary return polices, COMPANY shall not be required to pay a royalty for such replacement Device. If such returned Device is to be sold as a new Device, the returned Device shall be subject to Sections 2(e)-(g). If COMPANY refunds to an end user or the Channel all or substantially all of the purchase price of a Device that is returned to COMPANY under COMPANY’s customary return policies, COMPANY may claim a credit against royalty payments owed to MS under the Agreement in the amount of the royalty previously paid or payable to MS for the Licensed Product distributed on such returned Device. If COMPANY subsequently redistributes such returned Device for which a replacement unit was shipped or for which a credit was given by MS, COMPANY shall pay MS the royalty for the Licensed Product installed on such redistributed Device. Without limiting the foregoing, if COMPANY subsequently redistributes a returned Device for which no credit was given by MS, then no additional royalty shall accrue to MS for Licensed Product installed on such redistributed Device.

(d) MS may in good faith require ARs to refuse or limit orders placed by COMPANY which are in quantities greater than COMPANY will be able to (i) distribute, such that after six (6) months of COMPANY’s first commercial shipment of a Licensed Product, COMPANY has ordered more than four (4) times the number of COAs for such Licensed Product shipped by COMPANY in the month prior, unless such increase was forecasted by COMPANY to MS in advance, or (ii) make timely payment for in compliance with this License Agreement, such that COMPANY is more than ninety (90) days late in the payment of any undisputed royalties owed under this Agreement. MS shall provide immediate notice to COMPANY in such event.

(e) Royalties are separate from, and in addition to, any charges by the AR. Royalties also exclude any taxes, duties, fees, excises or tariffs imposed on any of COMPANY’s activities in connection with this License Agreement. Such charges, taxes, duties, fees, excises or tariffs, if any, shall be paid by COMPANY.

(f) If COMPANY distributes any copies of Licensed Product in violation of this License Agreement, then MS, without limiting its remedies, may demand and COMPANY agrees to pay MS for such copies [***] for the Licensed Product(s) distributed in violation. COMPANY shall pay such additional royalty within thirty (30) days of receipt of MS’ invoice. Any such additional royalty shall be in lieu of, and not in addition to, any interest charge as set forth in Section 3(b) above (i.e. COMPANY shall not be required to pay both an interest charge under Section 3(b) and an additional royalty under this Section 3(f)).

(g) If COMPANY is required by any non-U.S.A. tax authority to withhold income taxes on payments to MS, then COMPANY may deduct such taxes from the amount owed MS and shall pay them to the appropriate tax authority, provided that within sixty (60) days of payment to MS, COMPANY delivers to MS an official receipt for any such taxes withheld or other documents necessary to enable MS to claim a U.S.A. Foreign Tax Credit. If COMPANY is located in a jurisdiction that utilizes the Value Added Tax or sales tax numbers (“VAT Number”) for tax identification purpose, COMPANY’s VAT Number shall be provided in the Addresses Schedule.

(h) If COMPANY conducts business in the U.S.A. and qualifies for a state resale tax exempt certificate, then COMPANY shall provide MS with a copy of its U.S.A. state resale tax exempt certificate, if applicable, with this License Agreement when it is returned for signature by MS.

(i) Upon request by MS, COMPANY shall provide MS with COMPANY’s current publicly available audited financial statements.

(j) COMPANY shall manage all COAs and other APM in the following manner:

(i) COMPANY shall maintain accurate and complete distribution records of COAs and other APM distributed by or for COMPANY.

(ii) For COAs damaged irreparably during the ordinary course of COMPANY’s business, COMPANY shall:

(A) maintain a log in the format specified by MS of each damaged (or destroyed) COA that includes the date damaged (or destroyed), Licensed Product name, COA number, and cause of damage (or destruction);

(B) if the COA is physically attached to the APM, destroy the remainder of the APM unit not including the COA itself (i.e., manual, disks, CD); and

(C) return each damaged COA to the AR from which such COA was purchased.

(iii) On a monthly basis, COMPANY will account for and reconcile all COAs in inventory, both on an individual basis for COMPANY and each COMPANY Subsidiary and Third Party Installer, if applicable, and on a consolidated basis. The reconciliation will account for beginning and ending COA inventory, COA acquisitions from ARs, COA distribution with Devices, customer returns, and COAs affixed to Devices or other APM that cannot be distributed for any reason. COMPANY will make this reconciliation available to MS upon request. COMPANY shall pay MS the royalty applicable to the Licensed Product for the difference between (A) the number of Devices distributed by COMPANY with COAs properly affixed or included, and the number of COAs acquired from ARs, less (B) the number of COAs that can be shown to the reasonable satisfaction of MS to be in COMPANY’s possession or properly returned to the AR.

(iv) If for any reason COMPANY encounters a situation requiring the return of COAs, COMPANY shall manage such return in accordance with the then current Licensing and Operations Resource Guide located on the Embedded Systems Website.

4. LIMITED WARRANTIES.

(a)    (i) MS’ limited warranties are such that the Licensed Product functionality conforms substantially only to the Licensed Product end user documentation kit (“End User Documentation Kit”) provided to COMPANY by MS as part of the Licensed Product Deliverables. COMPANY understands and agrees that such limited warranty shall not apply to any other Licensed Product end user documentation or information delivered to or created by COMPANY.

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(ii) If the Licensed Product software fails to conform substantially to End User Documentation Kit, then within one hundred twenty (120) days (the “Limited Warranty Period”) after MS’ delivery of Licensed Product Deliverables to COMPANY, COMPANY may report such deviations from the End User Documentation Kit (“Deviations”) to MS in writing. If COMPANY reports any Deviations during the Limited Warranty Period, then MS shall have sixty (60) days to correct such Deviations (the “Correction Period”). Upon delivery of a corrected release of Licensed Product to COMPANY, COMPANY shall have thirty (30) days in which to reject the Licensed Product software for failure to conform substantially to the End User Documentation Kit.

(iii) For clarification, if COMPANY does not report Deviations within the Limited Warranty Period or if COMPANY distributes the Licensed Product for revenue, COMPANY shall be deemed to have accepted the Licensed Product. For this Section 4(a)(iii), “acceptance” by COMPANY means the sooner of: (1) 120 days after MS delivery of the Licensed Product Deliverables to COMPANY or (2) distribution by COMPANY of the Licensed Product(s).

(iv) If MS fails to correct the Deviations within the Correction Period, or if COMPANY rejects the corrected release of Licensed Product software, as COMPANY’s sole remedy COMPANY may terminate this License Agreement with respect to such release of Licensed Product and shall not be liable for the pro rata portion of the minimum commitment, if any, attributable to such rejected Licensed Product(s) provided the following are satisfied: (1) within thirty (30) days after rejecting such Licensed Products, COMPANY certifies to MS its Device mix prior to the time of such rejected Licensed Product(s); (2) COMPANY uses commercially reasonable efforts to mitigate and change COMPANY’s Device mix from such rejected Licensed Product(s) to Licensed Product(s) accepted by COMPANY (if any); and (3) the parties document any such reduction in the minimum commitment obligation and change to royalty rates in a signed amendment to this Agreement. The parties agree to document any such reduction in the minimum commitment obligation in a signed amendment to this Agreement.

(b) EXCEPT AS PROVIDED IN SECTION 4(a) ABOVE, MS AND ITS SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE LICENSED PRODUCT OR ANY IMAGE WILL OPERATE PROPERLY ON ANY DEVICES. MS AND ITS SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE LICENSED PRODUCT OR AGAINST INFRINGEMENT.

5. LIMITATION OF LIABILITY/EXCLUSIVE REMEDY/DAMAGE EXCLUSION/RELEASE.

(a) LIMITATION OF AMOUNTS OF LIABILITY.

(i) COMPANY agrees that the total, cumulative liability of MS, Suppliers, and/or their respective officers, employees, and agents (collectively, “MS Representatives”) to COMPANY, under this License Agreement (including, without limitation, Section 8), whether in contract (including any provision of this License Agreement), tort, or otherwise, shall not exceed the greater of: (1) [***]; or (2) [***] of the amount paid by COMPANY to MS for that Licensed Product during the period of time not to exceed a [***] period immediately preceding the date on which a cause of action is filed with respect to such liability;

(ii) Subject to the ultimate limitation set forth in Section 5(a)(i) above, the total, cumulative liability of MS, MSCORP and/or MS Representatives to COMPANY under this License Agreement for any and all patent Claims arising within the geographical boundaries of [***] shall be limited to the [***] for units of the infringing Licensed Product distributed into or put in use in the particular country in which such Claim is brought during a [***] period immediately preceding the date on which a cause of action is filed with respect to such liability;

(iii) Subject to the ultimate limitation set forth in Section 5(a)(i) above, the total, cumulative liability of MS, MSCORP and/or MS Representatives to COMPANY under this License Agreement for any and all trade secret Claims arising within the Included Jurisdictions (other than the U.S., the EU and Canada) shall be limited to the total amount of royalties paid by COMPANY to MS for units of the infringing Licensed Product distributed into or put in use in the particular country in which such Claim is brought during a two (2) year period immediately preceding the date on which a cause of action is filed with respect to such liability; and

(iv) For clarification, each of the limitations in this Section 5 shall be reduced for amounts paid by MS under this Agreement

(b) EXCLUSIVE REMEDY. COMPANY’s exclusive remedy for any such liability identified in Section 5 (except for any remedy elected by MS under Section 8 will be the recovery of COMPANY’s direct damages incurred in reasonable reliance, limited to the amount set forth in Section 5.

(c) EXCLUSION OF CERTAIN DAMAGES AND LIMITATION OF TYPES OF LIABILITY. EXCEPT FOR DAMAGES RESULTING FROM MISUSE OF MSCORP’S INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY VIOLATION OF SECTION 2 OF THIS LICENSE AGREEMENT) AND/OR AS PROHIBITED BY LAW, IN NO EVENT WILL COMPANY, MS OR ANY MS REPRESENTATIVES BE LIABLE TO THE OTHER PARTY HERETO OR TO ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR ECONOMIC DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY OR NEGLIGENCE), OR FOR ANY LOST REVENUE, PROFIT, DATA, PRIVACY OR SECURITY, OR FOR ANY PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE LICENSED PRODUCT, OR OTHERWISE UNDER THIS AGREEMENT EVEN IF COMPANY, MS OR MS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(d) RELEASE. Except as otherwise provided in this Agreement, COMPANY releases MS and its Suppliers from all liability in excess of the limitation set forth in Section 5 above, including without limitation any Claim or claim for indemnification or contribution from MS or MSCORP with respect to any infringement of the rights of a third party, whether arising under statutory or common law or otherwise.

6. NOTICE AND AGREEMENT RE: TECHNOLOGY.

THE LICENSED PRODUCT MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF LICENSED PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR

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ENVIRONMENTAL DAMAGE OR FINANCIAL LOSS. COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO INSULATE LICENSED PRODUCT FROM INTERFERENCE WITH OR CONTROL OF SUCH APPLICATIONS AND SHALL INDEMNIFY AND HOLD MS AND ITS SUPPLIERS HARMLESS FROM ANY THIRD PARTY CLAIM ARISING OUT OF COMPANY’S BREACH OF THE OBLIGATIONS SET FORTH IN THIS SECTION 6 SUBJECT TO THE FOLLOWING:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Section (6)(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that materially affects the rights and interests of MS or MSCORP without the prior, written consent of MS and/or MSCORP which shall not be unreasonable withheld.

7. LICENSED PRODUCT SUPPORT.

(a) The License Agreement terms do not include technical support by MS to COMPANY, its Channel or end users. Technical support for COMPANY may be available from MS, MSCORP, or an MSCORP subsidiary, pursuant to a separate agreement.

(b) COMPANY is solely responsible for end user support, and shall advise end users accordingly.

8. INTELLECTUAL PROPERTY INFRINGEMENT.

(a) MS agrees to defend COMPANY in a lawsuit or other judicial action, and pay the amount of any adverse final judgment (or settlement to which MS consents) from such lawsuit or judicial action for any third party claim(s) that the Licensed Product(s): (i) infringe any patents enforceable in the [***]; (ii) infringe any copyright or trademark rights enforceable in any of the Included Jurisdictions (defined in Section 8(e), below); or (iii) misappropriates trade secrets enforceable in any of the Included Jurisdictions (defined in Section 8(e). (separately and collectively, “Claim”). The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising under any license or service agreement governed by the laws of any jurisdiction outside the United States, in which “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the TRIPs agreement.

With regard to any Claim, MS’ obligations are subject to the following conditions:

(A) COMPANY must promptly notify MS in writing;

(B) MS shall have sole control over defense and/or settlement of the Claim; provided that MS shall not consent to any settlement that would subject COMPANY to any monetary payments without the prior written consent of COMPANY, which consent shall not be unreasonably withheld;

(C) COMPANY shall provide MS with reasonable assistance in the defense of the Claim;

(D) MS’ obligations to defend and pay a patent Claim shall be limited to patent Claims wherein the Licensed Product alone, without combination or modification, constitutes infringement (including direct or contributory infringement) of such patent Claim; and

(E) MS’ shall have no obligation to defend and pay a trade secret Claim if COMPANY acquired a trade secret (a) through improper means; (b) under circumstances giving rise to an independent duty by COMPANY to maintain its secrecy or limit its use; or (c) from a person (other than MS or its Suppliers) who owed to the party asserting the trade secret Claim a duty to maintain the secrecy or limit the use of the trade secret.

(b) In the event that MS is required to defend a lawsuit or other judicial action pursuant to Section 8(a) above and such lawsuit or other judicial action includes allegations (other than a Claim) with respect to non-MS products, then COMPANY shall retain, at its sole expense, separate counsel to defend against such allegations, and agrees to reimburse MS for any and all attorneys’ fees and costs incurred by MS with respect to defending against such allegations.

(c) In addition to the obligations set forth in Section 8(a) above, if there is a final, adverse decision by a court of competent jurisdiction concerning a Claim, MS may, at its expense, but without obligation to do so, undertake such further actions as:

(i) procuring for COMPANY such copyright, trade secret, trademark or patent right(s) or licenses as may be necessary to address the Claim;

(ii) replacing or modifying the Licensed Product or trademark to make it non-infringing, while remaining functionally equivalent; or

(iii) making Supplemental Code available for the allegedly infringing Licensed Product that includes replacement code that has comparable functions and features to the allegedly infringing functions and features of the Licensed Product.

If MS determines that it cannot reasonably undertake the foregoing actions and provided that there is not a court order to the contrary, then MS shall provide COMPANY with at least forty-five days’ prior notice that it cannot reasonably undertake the foregoing actions and that COMPANY should cease manufacture, use, sale, offer for sale, importation or other disposition or promotion of such Licensed Product or trademark. During this forty-five day period, (1) COMPANY or MS may terminate this Agreement as to the infringing Licensed Product and COMPANY shall not be liable for the pro rata portion of the minimum commitment, if any, attributable to such terminated Licensed Product(s), and the parties agree to document any such reduction in the minimum commitment obligation, if any, and change in royalty rates in a signed amendment to this Agreement; or (2) unless there is a court order to the contrary, COMPANY can continue to distribute the Licensed Product, but MS and its Suppliers shall have no liability for any intellectual property infringement claim (including a Claim) based on COMPANY’s manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Licensed Product or trademark after MS’ notice that COMPANY should cease manufacture, use, sale, offer for sale, importation or other disposition or promotion of such Licensed Product or trademark due to such claim. COMPANY shall indemnify and defend MS and Suppliers from and against all damages, costs and expenses, including reasonable attorneys’ fees incurred due to COMPANY’s continued distribution of the allegedly infringing Licensed Product or trademark after MS provides such notice.

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(d) With regard to any claim (other than a Claim) that the Licensed Product infringes any third party intellectual property rights, COMPANY shall promptly notify MS in writing of such claim. MS shall have no obligation to defend COMPANY or pay damages arising out of such claim. Notwithstanding the absence of any such obligation(s), MS reserves the option, in its discretion and at its expense, to assume at any time defense of any such claim. In the event that MS assumes defense of any such claim, (i) MS shall notify COMPANY in writing of that election; (ii) MS shall have sole control over defense and/or settlement of the claim; provided that MS shall not consent to any settlement that would subject COMPANY to any monetary payments without the prior written consent of COMPANY, which consent shall not be unreasonably withheld; (iii) COMPANY shall provide MS with reasonable assistance in the defense of the claim; and (iv) MS shall thereafter defend COMPANY against that claim. MS shall pay the amount of any adverse final judgment (or settlement to which MS consents) resulting from that claim (or in the case of a claim based on an allegation of patent infringement, MS shall pay up to an amount not to exceed a reasonable royalty based on the per copy price paid by COMPANY for copies of the Licensed Product subject to the claim) .

(e) Neither MS nor its Suppliers shall have any obligation to COMPANY for any copyright, trademark or trade secret Claims that arise outside the geographical boundaries of the Included Jurisdictions or any patent Claims that arise outside of the [***]. “Included Jurisdictions” means [***].

9. AUDIT.

(a) During the term of this License Agreement and for two (2) years thereafter and within fourteen (14) days of MS’ written request, at dates and times to be mutually agreed, COMPANY shall make available at a single, readily accessible location all accounting, purchase, inventory, sales and other records relating to the acquisition, installation and distribution, or destruction of each Licensed Product (“Records”).

(b) In order to verify COMPANY’s compliance with this License Agreement, MS may cause (i) an audit to be made of COMPANY’s Records and/or (ii) an inspection to be made of COMPANY’s facilities and procedures. Audits shall be conducted by an independent certified public accountant selected by MS (other than on a contingent fee basis), Any Records or other information or materials inspected shall be deemed Confidential Information of COMPANY under Section 11 below.

(c) COMPANY agrees to provide any audit or inspection team designated by MS access to all relevant COMPANY Records and facilities.

(d) MS shall pay the costs of any audit or inspection unless the review discovers discrepancies that exceed the greater of [***] or [***] originally reported by COMPANY during the time frame that was audited or an intentional and material breach of any COMPANY obligations under the terms of this License Agreement.

10. INDEMNITY.

COMPANY SHALL INDEMNIFY AND DEFEND MS AND ITS SUPPLIERS AGAINST ALL CLAIMS, SUITS, LOSSES, EXPENSES AND LIABILITIES (INCLUDING MS’S REASONABLE ATTORNEYS’ FEES) FOR BODILY INJURY, PERSONAL INJURY, DEATH AND TANGIBLE PROPERTY DAMAGE MADE AGAINST MS OR ITS SUPPLIERS BY A THIRD PARTY AS A RESULT OF THE DEVICE. COMPANY SHALL PAY ANY SETTLEMENTS ENTERED INTO BY COMPANY OR DAMAGES AWARDED AGAINST MS TO THE EXTENT OF SUCH A CLAIM, PROVIDED THAT COMPANY IS PROMPTLY NOTIFIED, RENDERED REASONABLE ASSISTANCE BY MS AS REQUIRED, AND PERMITTED TO CONTROL THE DEFENSE AND/OR SETTLEMENT NEGOTIATIONS. COMPANY SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS, WARRANTIES OR REPRESENTATIONS MADE BY COMPANY OR ITS EMPLOYEES OR AGENTS, WHICH DIFFER FROM THE WARRANTY PROVIDED BY MS HEREUNDER.

11. NONDISCLOSURE.

The terms and conditions of this Agreement and all information provided in connection therewith shall be treated as confidential information under that certain Microsoft Corporation Non-Disclosure Agreement effective June 24^th, 2002 between COMPANY and MSCORP, or such successor agreement(s) thereto. With regard to Feedback (as defined in the Development Agreement), in the event of a conflict between the NDA and the Development Agreement, the Development Agreement shall control.

12. MS OEM ONLINE AND MS EMBEDDED COMMUNICATIONS EXTRANET

COMPANY shall comply with the terms and conditions set forth in the Use of MS OEM Online and MS Embedded Communications Extranet Schedule.

13. ASSIGNMENT.

(a) This License Agreement shall not be assigned or sublicensed by COMPANY in whole or in part (by contract, merger, operation of law, or otherwise) without the prior, written consent of MS, which consent shall not be unreasonably withheld. MS shall notify COMPANY within thirty (30) days after MS receives from COMPANY a notice requesting MS’s consent to an assignment. Any assignment or sublicense in violation of this provision shall be void and of no effect.

(b) On or after August 1, 2004, this License Agreement and any directly related agreement(s) to which MS is a party or by which MS is benefited, including all rights and obligations thereunder, may be assigned by MS to a direct or indirect wholly owned subsidiary of MSCORP. MS shall provide COMPANY with notice of such assignment, provided, however, that failure to provide notice shall not affect the effectiveness of any such assignment. From and after such assignment, all references to “MS” contained in this License Agreement or any related documents or items shall refer to the assignee identified in the applicable assignment notice to COMPANY, and all references to “Suppliers” shall include Microsoft Licensing, GP.

14. TERM.

The duration of this License Agreement shall run from the Effective Date until the Expiration Date which shall be five (5) years from the end of the calendar month in which the Effective Date occurs.

15. NONCOMPLIANCE AND CANCELLATION.

(a) MS may suspend any rights granted to COMPANY under this License Agreement and/or require ARs to refuse to fulfill or to limit orders placed by COMPANY, and/or cancel this License Agreement, in its entirety or as to any individual Licensed Product(s), upon any of the following events:

(i) if COMPANY materially breaches any provision of this License Agreement,

(ii) [Intentionally Left Blank.];

(iii) if, subject to applicable law, COMPANY enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admits in writing its inability to pay its debts, or makes or attempts to make an assignment for the benefit of creditors.

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(b) In the event of COMPANY material breach of Sections 2, 9, 11 or 13, any suspension, instruction to ARs, or cancellation shall be effective upon notice to COMPANY.

(c)    (i) If any of the events in Section 15(a)(iii) occurs, any cancellation shall be effective upon notice to COMPANY or as soon thereafter as is permitted by applicable law.

(ii) To the extent allowed by applicable law, COMPANY’s license rights herein shall be suspended as of the date COMPANY enters reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admits in writing its inability to pay its debts, or makes or attempts to make an assignment for the benefit of creditors.

(d) In the event of material breach of any provision of this License Agreement by COMPANY, except those identified in Section 15 (b) and 15(a)(iii) above, COMPANY shall have sixty (60) days from the date of receipt of MS’s notice of such breach to cure such breach. If COMPANY does not cure such breach within such sixty (60) day period, MS may suspend or cancel this License Agreement effective upon notice.

(e) Cancellation of this License Agreement by MS pursuant to Section 15(a) above automatically accelerates, without further notice, COMPANY’s obligation to pay all sums COMPANY contracted to pay under this License Agreement, including all minimum commitment obligations, if any.

(f) Within ten (10) days after cancellation or expiration of this License Agreement, COMPANY shall, at COMPANY’s expense, return the Licensed Product Deliverable(s) and all remaining Licensed Product, including any APM. Notwithstanding the foregoing, COMPANY may keep one (1) unit of Licensed Product Deliverables of each Licensed Product for support purposes only.

(g) Upon cancellation or expiration of this License Agreement, COMPANY shall cease distribution of all Licensed Product and all of COMPANY’s license rights herein shall cease. Notwithstanding the foregoing, COMPANY shall be entitled to continue to exercise the rights and licenses granted under this License Agreement for a period not to exceed sixty (60) days from the date of expiration to the extent necessary for COMPANY to supply Devices in COMPANY’s inventory existing prior to expiration of this License Agreement to its Channel or end users pursuant to a binding supply agreement with such Channel member or end user which was made prior to the date this License Agreement expires (“Limited Sell-Off Period”). The foregoing Limited Sell-Off Period shall not apply to the extent:

(i) COMPANY and MS enter into a successor agreement (if any),

(ii) such activities during any such period are otherwise prohibited by court or governmental order,

(iii) any rejected Licensed Product as set forth in Section 4(a)(iv), or

(iv) this License Agreement is cancelled pursuant to Sections 15(b) or 15(c).

In connection with the Limited Sell-Off Period provided herein, COMPANY shall be subject to all relevant obligations described in this License Agreement (including without limitation obligations to deliver royalty reports and continue to pay royalties with respect to any Devices distributed during such period) to the same extent as prior to the date this License Agreement expires.

(h) In the event of material breach of any provision of this License Agreement by MS (except for a breach of Section 11), MS shall have thirty (30) days from the date of notice of such breach from COMPANY to cure such breach. If MS does not cure such breach within such thirty (30) day period, COMPANY may cancel this License Agreement effective upon notice to MS. In the event of MS’s material breach of Section 11, any cancellation shall be effective upon notice to MS. Any cancellation under this subsection (h) shall relieve COMPANY of its minimum commitment obligations, if any.

(i) Sections 4, 5, 8(a)-(c) (for two years after cancellation or expiration of this License Agreement), 8(d), 9, 11, 12, 13, and 16 through 20 of this License Agreement shall survive cancellation or expiration of this License Agreement.

16. NOTICES.

All notices, authorizations, and requests in connection with this License Agreement shall be addressed as stated in the Addresses Schedule and shall be deemed received three (3) business days after they are (i) deposited in the U.S.A. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by international air express courier, charges prepaid; or (iii) for email notices sent by MS to COMPANY regarding updates or changes to information, instructions, or forms contained on the Embedded Systems Website, sent via secured internet mail.

17. CHOICE OF LAW; JURISDICTION AND VENUE; ATTORNEYS FEES.

(a) This License Agreement and all related matters shall be interpreted under and controlled by the laws of the State of New York, and each party consents to exclusive jurisdiction and venue in the state and federal courts sitting in the State of New York. Process may be served on either party as authorized by applicable law or court rule.

(b) If either party employs attorneys to enforce any rights arising out of or relating to this License Agreement, the primarily prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and other expenses.

18. GOVERNMENT REGULATIONS.

(a) COMPANY acknowledges that Licensed Product is subject to U.S. export jurisdiction. COMPANY agrees to comply with all applicable international and national laws that apply to the Licensed Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. For additional information, see [***]. MS will provide reasonable assistance to COMPANY hereunder.

(b) All Licensed Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Licensed Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 55.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1998), as applicable. The reseller is responsible for ensuring Licensed Product is marked with the “Restricted Rights Notice” or “Restricted Rights Legend,” as required. All rights not expressly granted are reserved.

19. FORCE MAJEURE.

If as a result of fire, casualty, an act occasioned exclusively by forces of nature, riot, terrorist act, war, labor dispute, material changes in applicable law or regulation, or decree of any court (each individually referred to as a “Force Majeure Event”), either of the parties shall be unable to perform its obligations under the

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License Agreement, such inability shall not constitute a breach of the License Agreement, and such obligations shall be performed as soon as the cause of the inability ceases or is removed. Except as provided in Section 3(j), in no event shall the damage to, or destruction or disappearance of, COAs on account of a Force Majeure Event relieve COMPANY of its payment obligations in connection therewith.

20. GENERAL.

(a) This License Agreement does not constitute an offer by either party and it shall not be effective until signed by both COMPANY and MS. Upon execution by both COMPANY and MS, this License Agreement, together with its schedules, shall constitute the entire agreement between them and merges all prior and contemporaneous communications. Except as otherwise expressly provided herein, this License Agreement shall not be modified except by a written agreement signed on behalf of COMPANY and MS by their respective duly authorized representatives. Any statement appearing as a restrictive endorsement on a check or other document which purports to modify a right, obligation or liability of either party shall be of no force and effect.

(b) Neither the existence nor the terms of this License Agreement shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

(c) If any provision of this License Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions and license for remaining Licensed Product(s), as applicable, shall remain in full force and effect.

(d) No waiver of any breach of any provision of this License Agreement shall constitute a waiver of any prior, concurrent or subsequent, and no waiver shall be effective unless made in a writing signed by an authorized representative of the waiving party.

(e) As used in this License Agreement, “writing” or “written” means a non-electronic record or a facsimile.

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USE OF MS OEM ONLINE AND

MS EMBEDDED COMMUNICATIONS EXTRANET

SCHEDULE

MOO and the ECE (as defined below) are sometimes each referred to herein as a “Site” or collectively as the “Sites.” If COMPANY has previously entered into an MS OEM Online Site Agreement, such agreement shall not apply to COMPANY’s use of a Site in connection with this License Agreement. With respect to the License Agreement and COMPANY’s use of a Site, COMPANY agrees to the following terms and conditions, and shall cause its COMPANY Administrator(s) and Users (as defined below) to use the Sites in compliance with this Schedule and the terms of use or other conditions or instructions posted on the Sites:

(a) As used in this Schedule:

(i) “COMPANY Administrator(s)” means the User(s) designated by COMPANY in the Address Schedule of the License Agreement until such time as MS has received not less than forty-eight (48) hours notice from COMPANY through the MOOHelp@Microsoft.com or EmbeddedOEM@Microsoft.com email aliases for MOO and the ECE respectively that COMPANY has made a change to any authority previously established by COMPANY in connection with such designation.

(ii) “MS Embedded Communications Extranet” or “ECE” means the Internet site located at [***] (or such successor URL as MS may designate from time to time) made available to COMPANY by MS as an informational resource.

(iii) “MS OEM Online” or “MOO” means the Internet site located at [***] (or such successor URL as MS may designate from time to time) accessed and used by COMPANY in connection with certain aspects of its performance under this License Agreement.

(iv) “User” means an officer, employee, consultant or other person or agent of COMPANY who has, or who creates the appearance of having, been duly authorized by COMPANY to use the applicable Site on behalf of COMPANY.

(b) COMPANY Administrator(s) shall be solely responsible for establishing, maintaining and terminating all access and authorities for Users, including (without limitation) creating or arranging for all passwords, private encryption keys or other identifiers utilized in connection with a Site security or COMPANY security (collectively, “COMPANY Password Information”), and shall use reasonable efforts to keep all COMPANY Password Information secure from unauthorized access. On behalf of COMPANY, COMPANY Administrator(s) shall, and shall cause and instruct Users to: (i) protect COMPANY Password Information as confidential information and not disclose any part of it to any person or entity outside of COMPANY or to any person inside of COMPANY without a need to know; (ii) save their respective COMPANY Password Information in an appropriate, secure manner and place that will prevent unauthorized use; and (iii) only take actions at a Site that the COMPANY Administrator or User, respectively, is authorized by COMPANY to take. MS may provide guidelines from time to time in connection with COMPANY’s use of ECE.

(c) MS reserves the right to suspend or terminate authorities, or to suspend or block access to all or any part of a Site or information, upon electronic notice (indicating the reason for such action) to the COMPANY Administrator(s) email address; provided, however, that no notice shall be required if MS has determined that there is possible harm or threat of harm to MS, a Site or others. If prior notice is not provided, MS shall provide COMPANY with subsequent notice within a reasonable time unless the provision thereof might continue a possible harm or threat of harm, or impede or compromise any investigation into the same.

(d) COMPANY agrees that neither MS nor any of its agents shall have any liability for any failure to provide a level of security greater than that generally afforded by the use of (i) client side digital certificates at 512-bit cipher strength for user workstation authentication in connection with MOO, or (ii) Windows Integrated Security and SSL 128-bit encryption in connection with the ECE. COMPANY and its Users shall not cause any harm to a Site.

(e) COMPANY expressly acknowledges and agrees that:

(i) EACH site is provided as is, and that the warranty disclaimers, damage exclusions and limitations of remedies in THE LICENSE AGREEMENT all apply to EACH site and TO their information, functionality, services and availability or lack thereof; AND

(ii) COMPANY WILL NOT RELY ON OR TREAT ANY SITE INFORMATION AS AN EXPRESS WARRANTY.

(f) MS reserves the right to change or discontinue all or any portion of a Site at any time. Users may make a copy of Site information to document COMPANY transactions and/or contracts or to retain information MS is required to provide. MS agrees to retain not less than two (2) years of COMPANY MOO online transactional record availability through the standard MOO user interface, and not less than two (2) years of retrievable offline MOO transactional record archival (e.g., electronic media) following expiration of online availability. Except for the foregoing records, MS has no duty to retain or make available Site information or records for COMPANY’s later access.

(g) The Sites are not open to the public and their respective functionality and all information on them shall be treated as confidential information under Section 11 of this License Agreement.

(h)    (i) COMPANY agrees to access and use MOO for all transactions and purposes contemplated by MOO until the date that is the earliest of the date that: (A) MS ceases to provide MOO to similarly situated OEMs, or (B) the date COMPANY has satisfied all of its rights and obligations under the License Agreement.

(ii) Subject to applicable law, all actions taken by the COMPANY Administrator(s) or any other User at or in relation to a Site shall be attributed to and legally bind COMPANY if (A) COMPANY Administrator(s) or any other User(s) has supplied on the applicable Site or otherwise in relation to a Site session, COMPANY Password Information; or (B) COMPANY or Users have failed to keep COMPANY Password Information secure and the failure caused or contributed to creation of an appearance that actions taken in connection with the applicable Site were being taken by, or on behalf of, COMPANY; or (C) COMPANY has otherwise approved, allowed or accepted benefits or

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use of the applicable Site by a person purporting to be its agent. Notwithstanding the foregoing, if COMPANY Password Information is used to cause harm or damage to COMPANY or MS by a person who obtained it by means that could not have been precluded by COMPANY after complying with Section (b) of this Schedule, then acts taken with COMPANY’s Password Information so obtained will not be attributed to COMPANY because of this Section (h)(ii) of this Schedule, but may be attributed to MS, COMPANY or others under principles of equity or law pertinent to the act in question.

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COMPANY BRAND NAMES AND TRADEMARKS SCHEDULE

If COMPANY’s Device(s) are marketed, licensed, or distributed under COMPANY’s brand names and trademarks which do not include COMPANY’s name, those brand names and trademarks must be listed below:

Brand Names & Trademarks

1. Treo

COMPANY may distribute Licensed Product(s) only with Device(s) which are marketed, licensed and distributed under COMPANY’s brand names and trademarks. The Licensed Product(s) may not be distributed with Device(s) which are marketed or distributed under any name which includes any third party brand names, trade names or trademarks.

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COMPANY SUBSIDIARIES SCHEDULE

For purposes of this License Agreement, the term “COMPANY Subsidiary” shall mean a legal entity (a) that is listed below, and (b) of which, on a class by class basis, more than fifty percent (50%) of the stock entitled to vote for the election of directors is directly owned by COMPANY, but only so long as such ownership exists.

COMPANY authorizes each COMPANY Subsidiary listed below to exercise rights under this License Agreement. By completing this Schedule, COMPANY agrees to the Additional Provisions set forth below.

Additional COMPANY Subsidiaries may be added only by amendment of this Schedule. A legal entity that distributes Licensed Product already embedded in a fully assembled Device as received from COMPANY or a COMPANY Subsidiary is not required to be listed in this COMPANY Subsidiaries Schedule.

_______________________ <<COMPANY Subsidiary Name>>	______________________ <<COMPANY Subsidiary Name>>
_______________________ <<Address >>	______________________ <<Address >>
_______________________	______________________
_______________________	______________________
Attn: __________________________ <<Contact Name >>	Attn: __________________________ <<Contact Name >>
Tel: ___________________________	Tel: ___________________________
Fax: ___________________________	Fax: ___________________________

Additional Provisions

(a) COMPANY Subsidiary may not exercise any rights or receive any confidential information from COMPANY under the License Agreement until thirty (30) days after it has delivered to MS a signed COMPANY Subsidiary Agreement in the form indicated in Attachment 1 to this Schedule.

(b) COMPANY Subsidiary’s exercise of rights under the License Agreement shall be subject to all terms and conditions set forth in the License Agreement. COMPANY irrevocably and unconditionally guarantees the compliance of each COMPANY Subsidiary with the License Agreement, and shall be jointly and severally liable with each COMPANY Subsidiary for breach of the License Agreement by such COMPANY Subsidiary.

(c) [Intentionally Omitted]

(d) All orders placed with ARs, and payments to ARs, shall be made only by COMPANY or a COMPANY Subsidiary. Licensed Product shipments made by or for MS and ARs may be delivered only to locations owned or controlled by COMPANY or a COMPANY Subsidiary.

(e) COMPANY shall make consolidated royalty reports, royalty payments and other required reports on behalf of COMPANY and each COMPANY Subsidiary. MS may request COMPANY to provide royalty or other reports that specify information by COMPANY and each COMPANY Subsidiary.

(f) For clarification purposes, royalties are separate from, and in addition to, any charges by the AR for APM ordered by COMPANY Subsidiary. Royalties also exclude any taxes, duties, fees, excises or tariffs imposed on any of COMPANY Subsidiary’s activities in connection with this License Agreement. Such charges, taxes, duties, fees, excises or tariffs, if any, shall be paid by COMPANY or COMPANY Subsidiary.

(g) The rights or obligations of each COMPANY Subsidiary shall not be assigned or sublicensed by COMPANY Subsidiary (by contract, merger, operation of law, or otherwise).

(h) In addition to the events of noncompliance described in the General Terms and Conditions Section 15 (Noncompliance and Cancellation), MS may suspend, cancel or terminate the License Agreement upon any material default by COMPANY Subsidiary under the License Agreement subject to any rights to cure available to COMPANY under Section 15.

(i) Upon expiration, cancellation or termination of the License Agreement, each COMPANY Subsidiary may retain one (1) unit of each Licensed Product for support purposes only.

(j) COMPANY obligations set forth in General Terms and Conditions Section 9 (Audit) shall extend to maintenance on COMPANY premises of copies of corresponding COMPANY Subsidiary records and books of account. MS rights set forth in General Terms and Conditions Section 9 (Audit) shall extend in full to COMPANY Subsidiaries.

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Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

ATTACHMENT 1 TO

COMPANY SUBSIDIARIES SCHEDULE

(Sample Form)

[To be printed on COMPANY Subsidiary’s Letterhead]

<<INSERT DATE THIS LETTER IS EXECUTED BY COMPANY SUBSIDIARY>>

Microsoft Licensing, GP

6100 Neil Road

Reno, NV 89511

Attn: OEM Contract and Revenue Management Team

To Whom It May Concern:

For good and valuable consideration, <<INSERT COMPANY SUBSIDIARY NAME>>, a corporation of <<INSERT COMPANY SUBSIDIARY STATE OR COUNTRY OF INCORPORATION>> (“COMPANY Subsidiary”) hereby covenants and agrees with Microsoft Licensing, GP, a Nevada U.S.A. general partnership (“MS”) that COMPANY Subsidiary will comply with all obligations of <<INSERT COMPANY NAME>>, a corporation of <<INSERT COMPANY INCORPORATION DATA>> (“COMPANY”) pursuant to the <<INSERT LICENSE AGREEMENT NAME>> dated <<INSERT LICENSE AGREEMENT EFFECTIVE DATE>> between COMPANY and MS (MS Agreement No. <<INSERT MS LICENSE AGREEMENT NUMBER>>) (“License Agreement”).

COMPANY Subsidiary acknowledges that its agreement herein is a condition for COMPANY Subsidiary to exercise any of the rights granted by COMPANY to COMPANY Subsidiary pursuant to the terms of the License Agreement. COMPANY Subsidiary shall be jointly and severally liable to MS and its Suppliers for all obligations related to COMPANY Subsidiary’s exercise of license rights or receipt of confidential information under the License Agreement, including but not limited to the payment of royalties for Licensed Product(s).

Capitalized terms used herein and not otherwise defined shall have the same meaning as in the License Agreement.

IN WITNESS WHEREOF, COMPANY Subsidiary has executed this letter as of the date specified above. All signed copies of this letter shall be deemed originals.

<<INSERT COMPANY SUBSIDIARY NAME>>

<<Signature>>

<<Name and Title of Signatory (Printed or Typed)>>

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THIRD PARTY BRAND NAMES AND TRADEMARKS SCHEDULE

Notwithstanding anything to the contrary contained in the License Agreement, Devices may be marketed, licensed, or distributed by a third party under brand names and trademarks which do not include COMPANY’s name, provided that such third party brand names, trademarks and model names used for the Devices are listed below.

COMPANY’s royalty report shall include a separate reporting of the number of units of Devices distributed under each third party brand name or trademark.

Licensed Product Name and Version	Language Version	Brand Name & Trademarks	Devices	Model Name Used by Third Party
1
2.

Prior to any marketing or distribution of a Device under any third party brand name or trademark not listed on this Third Party Brand Names and Trademarks Schedule, COMPANY shall notify its Account Manager of any third party brand name or trademark that it proposes to add to this Third Party Brand Names and Trademarks Schedule. Provided the parties reach agreement regarding the third party brand name or trademark, COMPANY and MS shall execute an amendment to add such third party brand name or trademark to this Third Party Brand Names and Trademarks Schedule. COMPANY hereby acknowledges and agrees that MS reserves the right to reject a proposed third party name or trademark and/or to execute a direct license with the owner of such proposed third party name or trademark.

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THIRD PARTY INSTALLER SCHEDULE

Except as expressly provided in this Schedule, COMPANY shall not place a Memory Medium into Devices and/or place APM and End User Documentation in the Device packages, except on COMPANY premises by COMPANY employees. COMPANY may engage a third party installer specifically approved in writing by MS (“Third Party Installer”) to place a Memory Medium into Devices and/or place APM and End User Documentation in the Device packages, provided that all of the conditions listed below are and remain satisfied.

(a) COMPANY shall provide MS with the name, address, and business profile in the English language (including years in business, ownership profile, trade names used, nature of principal business activities, and summary of pertinent prior experience) of any Third Party Installer COMPANY intends to engage at least sixty (60) days before COMPANY intends to have the Third Party Installer begin work for COMPANY. The Third Party Installer must be approved in writing by MS prior to beginning work. MS shall approve or reject such Third Party Installer within ten (10) business days of receipt of the foregoing information from COMPANY. MS’s failure to reject such Third Party Installer within such ten (10) day period shall be deemed an approval of such Third Party Installer.

(b) COMPANY shall enter into a written agreement with the Third Party Installer (hereinafter “Installation Agreement”) that expressly provides that MS is a third party intended beneficiary of the Installation Agreement (with respect to the Licensed Products) with rights to enforce such agreement (with respect to the Licensed Products), and that requires the Third Party Installer:

(1) to comply with obligations identical to those imposed on COMPANY by Sections 2(a)(iii), 2(a)(iv), 2(a)(v), 2(b), 2(c), 2(i), 9, 11, and 17(a);

(2) to consent to venue and jurisdiction in the state and federal courts sitting in the State of New York with respect to any action brought by MS to enforce its rights under the Installation Agreement;

(3) to provide, with reasonable notice, access to Third Party Installer premises to audit or inspection team(s) sent on behalf of MS or COMPANY, with or without notice, in order that such team may perform an audit of the Third Party Installer’s Records and/or an inspection of the Third Party Installer’s procedures to determine compliance with the terms of the Installation Agreement and the License Agreement;

(4) to halt the placement of a Memory Medium into Devices and/or APM and End User Documentation in the Device packages upon notice from COMPANY or MS of the suspension, termination, cancellation, or expiration of the License Agreement;

(5) to distribute the Device(s) installed with the Image only to COMPANY, or to COMPANY’S Channel or COMPANY’s end user customers on behalf of COMPANY;

(6) to pay MS’ or COMPANY’s attorneys’ fees if COMPANY or MS employs attorneys to enforce any either party’s respective rights arising out of the Installation Agreement;

(7) [Intentionally Left Blank]

(8) to use reasonable commercial efforts to maintain the inventory of Devices separate from inventory of third parties’ devices, if any, in the Third Party Installer’s possession.

(c) In order to distinguish COMPANY’s Devices from third parties’ Devices, prior to delivery of any Memory Medium, APM, and/or End User Documentation to any Third Party Installer, COMPANY shall require the AR to place COMPANY’s name at a conspicuous location on packaging of Memory Medium, APM, and End User Documentation delivered to the Third Party Installer by or on behalf of COMPANY.

(d) [Intentionally Left Blank]

(e) COMPANY hereby agrees to cease use of any Third Party Installer upon receipt of thirty (30) days prior written notice from MS of a material breach of this Schedule or the Installation Agreement with respect to the Licensed Products.

(f) Any breach by the Third Party Installer of the terms of the Installation Agreement or this License Agreement shall be deemed a material breach of this License Agreement by COMPANY.

(g) [Intentionally Left Blank]

(h) Upon written request, within thirty (30) days of COMPANY’s execution of the Installation Agreement with each Third Party Installer, COMPANY shall provide a copy of such agreement to MS at the address for notices specified in Addresses Schedule; provided, however that COMPANY may redact from the Installer Agreement information that COMPANY has a contractual obligation to keep confidential pursuant to a valid non-disclosure agreement between COMPANY and such third party installer.

(i) COMPANY shall promptly notify MS of the termination or expiration of the Installation Agreement.

(j) Section (f) shall survive any termination or expiration of this Schedule.

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THIRD PARTY INTEGRATOR SCHEDULE

Notwithstanding anything to the contrary in the terms of the License Agreement, COMPANY may provide the Licensed Product Deliverables to a third party integrator (“Third Party Integrator”) under a separate license agreement, solely to allow the Third Party Integrator, on behalf of COMPANY, to use the Licensed Product Deliverables only for the purpose of creating (i) an Image, (ii) applications, or (iii) software drivers in connection with the Device, provided that all of the conditions listed below are, and remain, satisfied.

(a) COMPANY shall provide MS with the name, address, and business profile in the English language (including years in business, ownership profile, tradenames used, principle business activities, and summary of any prior experience with installation or replication of MS products) of any Third Party Integrator COMPANY intends to engage at least sixty (60) days before COMPANY intends to have the Third Party Integrator begin work for COMPANY. The Third Party Integrator must be approved in writing by MS prior to beginning work. MS shall approve or reject such Third Party Integrator within ten (10) business days of receipt of the foregoing information from COMPANY. MS’s failure to reject such Third Party Integrator within such ten (10) day period shall be deemed an approval of such Third Party Integrator.

(b) COMPANY shall enter into a written agreement (“Sublicense”) with the Third Party Integrator that expressly provides that MS is a third party intended beneficiary of the Sublicense (with respect to the Licensed Products) with rights to enforce the Sublicense (with respect to the Licensed Products) and that requires the Third Party Integrator:

(i) to use the Licensed Product Deliverables only on Third Party Integrator premises by its employees in accordance with (A) the Licensed Product Deliverables end user license agreement or instructions, and (B) the terms of the applicable License Agreement that set forth the use of the Licensed Product Deliverables and/or the display and configuration limitations for the Licensed Product Binaries;

(ii) to comply with obligations identical to those imposed on COMPANY by the General Terms and Conditions of the License Agreement including, without limitation, those obligations set forth in Sections 2(i), 2(q), 2(s), 9, 11, and 13 of the General Terms and Conditions;

(iii) to consent to venue and jurisdiction in the state and federal courts sitting in the State of New York with respect to any action brought by MS to enforce its rights under the Sublicense;

(iv) to deliver the Image, applications, and software drivers created by Third Party Integrator only to COMPANY;

(v) to provide, with reasonable notice, access to Third Party Integrator premises to audit or inspection team(s) sent on behalf of MS or COMPANY, with or without notice, in order that such team may perform an audit of the Third Party Integrator’s Records and/or an inspection of the Third Party Integrator’s premises or procedures to determine compliance with the terms of the Sublicense;

(vi) to cease all use of the Licensed Product Deliverables or suspend installation of the Licensed Product or portions thereof upon notice from COMPANY or MS. In the event that MS requires the Third Party Integrator to suspend its activities, MS will provide thirty (30) days prior, written notice from COMPANY or MS of a material breach of the Sublicense

(vii) to return, at Third Party Integrator’s expense, all Licensed Product Deliverables (including any portions thereof) to COMPANY or MS, as directed, within ten (10) days after cancellation or expiration of the Sublicense; and

(viii) to pay MS’ or its Suppliers or COMPANY’s attorneys’ fees if COMPANY or MS or its Suppliers employs attorneys to enforce any of its respective rights arising out of the Sublicense.

(c)    (i) COMPANY shall immediately cancel or suspend any Sublicense upon receipt of written notice from MS that the Third Party Integrator has breached a material provision of the Sublicense or has caused COMPANY to be in breach of a material provision of the License Agreement. COMPANY may resume using the services of such Third Party Integrator provided that: (1) COMPANY and/or Third Party Integrator is able to completely cure such breach within fifteen (15) days of COMPANY’s receipt of notice, and (2) MS has confirmed the breach has been cured to its satisfaction, and (3) MS has agreed in writing to COMPANY’s continued use of the Third Party Integrator.

(ii) COMPANY shall immediately cancel any Sublicense upon the cancellation or expiration of the License Agreement or this Third Party Integrator Schedule.

(d) COMPANY shall require the Third Party Integrator to immediately return all copies of the Licensed Product Deliverables or any portion thereof, in the Third Party Integrator’s possession upon cancellation or expiration of the Sublicense.

(e) Any breach by the Third Party Integrator of the terms of the Sublicense or this License Agreement shall be deemed a material breach of this License Agreement by COMPANY .

(f) [Intentionally Omitted]

(g) Upon written request, within thirty (30) days of COMPANY’s execution of the Integrator Agreement with each Third Party Integrator, COMPANY shall provide a copy of such agreement to MS at the address for notices specified in Addresses Schedule; provided, however that COMPANY may redact from the Integrator Agreement information that COMPANY has a contractual obligation to keep confidential pursuant to a valid non-disclosure agreement between COMPANY and such third party installer.

(h) COMPANY shall promptly notify MS of the cancellation or expiration of the terms of a Sublicense.

(i) Sections (c)(ii), (d), and (e) of this Third Party Integrator Schedule shall survive any cancellation or expiration of the License Agreement and/or this Third Party Integrator Schedule.

24

CONFIDENTIAL

Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices 2.0, # 5140570011-1 dated February 25, 2005 between MS and PALMONE, INC

EX-10.2

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.2

AMENDMENT NUMBER 1

Amendment Date: February 1, 2005

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA (“MS”) And PALMONE, INC., A corporation organized under the laws of Delaware (“COMPANY”)

MS Agreement Number 5140570011

Effective as of the Amendment Date indicated above, the below signed parties agree that the indicated portions of the above referenced Agreement (hereinafter the “Agreement”) are hereby amended by this instrument (hereinafter the “Amendment”), as follows:

1. The Effective Date of the License Agreement is February 1^st, 2005.

2. The Expiration Date of the License Agreement is February 28^th, 2010.

3. The Monthly Payment Schedule of the License Agreement is hereby amended and replaced with the attached Monthly Payment Schedule.

4. Section 2 (v) of the License Agreement is herby deleted and replaced with the following:

“(v) (i) For this Section 2(v), “New Devices” means: (1) Devices that have not been previously distributed by COMPANY; and/or (2) for Devices that have been previously distributed by COMPANY, COMPANY is required in accordance with the Licensed Product Deliverables documentation to retest such Devices and obtain MSCORP Compatibility Test certification (collectively, “New Devices”), For clarification purposes and for purposes of the meaning of New Devices as used in this Section 2(v), Devices that have been formally entered into a Mobile Operator’ certification process by COMPANY shall be deemed to be previously distributed by COMPANY.

(ii) COMPANY agrees that COMPANY will use, install, and distribute the most current licensed release of such Licensed Product (including Supplemental Code related to such Licensed Product) on all New Devices the first units of which are distributed on or after the one-hundred-and-twentieth (120^th) day (or an earlier date, at COMPANY’s option) following the availability of the most current licensed release of such Licensed Product (including Supplemental Code related to such Licensed Product).”

5. Section 3 (a) (iv) of the License Agreement is hereby deleted and replaced with the following:

“(iv) At the end of each [***] period, MS will provide COMPANY with a reconciliation identifying the number of units for each version of Licensed Product reported by COMPANY in its royalty reports during the prior [***] period (the “Actual Shipments”) and comparing the Actual Shipments figure against the then-current [***] figure. If the number of units of Licensed Products in the Actual Shipments figure meets or exceeds the number of units in the [***] figure, there shall be no adjustment to the royalties paid under this Section 3. In the event the Actual Shipments figure is less than the number of units in the applicable [***] figure, then MS will calculate the difference between (A) the total royalties for each version of Licensed Product paid by COMPANY during such [***] period under this Section 3 and (B) the total royalties owed for the Actual Shipments figure based upon the corresponding applicable royalty rate for the volume tiers identified for each version of Licensed Product in the Product and Royalty Schedule, To the extent the aggregate amounts in (A) exceed the aggregate amounts in (B) during such period and provided that COMPANY does not owe any sums to MS, then MS will issue COMPANY a credit for such difference (a “Credit Amount”). COMPANY may apply a Credit Amount towards future payments due to MS under this License Agreement only for the [***] period that immediately follows the period in which each such Credit Amount was generated; provided that if COMPANY does not apply the entire Credit Amount generated during each such subsequent [***] period MS shall refund to COMPANY any unused portion upon expiration or termination of this License Agreement.”

All capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement. The terms of this Amendment shall supersede any inconsistent terms contained in the License Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

CONFIDENTIAL

31609v4 Amendment to the Microsoft OEM Embedded Operating Systems For Reference Platform Devices

Form 2.8. 12

Tracking Number: 5140570023-1

MICROSOFT LICENSING, GP	palmOne, Inc, a Company organized under the laws of:
A general partnership organized under the laws of: State of Nevada, USA	State of Delaware
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
OEM Contract Revenue Director	CEO
Title	Title
May 23, 2005	May 18, 2005
Date	Date

2

CONFIDENTIAL

Amendment Number 1 dated February 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570023-1

MONTHLY PAYMENT SCHEDULE

First Period of this License Agreement

Date	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
Payment Due April 15th	$	[***]	$	[***]
End of calendar month in which the Licensed Product is first licensed or distributed for revenue or equivalent consideration Occurs (“First Payment Date”)	$	[***]	$	[***]
1 month after the First Payment Date	$	[***]	$	[***]
2 months after the First Payment Date	$	[***]	$	[***]
3 months after the First Payment Date	$	[***]	$	[***]
4 months after the First Payment Date	$	[***]	$	[***]
5 months after the First Payment Date	$	[***]	$	[***]
6 months after the First Payment Date	$	[***]	$	[***]
7 months after the First Payment Date	$	[***]	$	[***]
8 months after the First Payment Date	$	[***]	$	[***]
9 months after the First Payment Date	$	[***]	$	[***]
10 months after the First Payment Date	$	[***]	$	[***]
11 months after the First Payment Date	$	[***]	$	[***]
Total First 12 Month payments	$	[***]	$	[***]

Second Period of this License Agreement (to be determined after first 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
12 months after the First Payment Date	$	$
13 months after the First Payment Date	$	$
14 months after the First Payment Date	$	$
15 months after the First Payment Date	$	$
16 months after the First Payment Date	$	$
17 months after the First Payment Date	$	$
18 months after the First Payment Date	$	$
19 months after the First Payment Date	$	$
20 months after the First Payment Date	$	$
21 months after the First Payment Date	$	$
22 months after the First Payment Date	$	$
23 months after the First Payment Date	$	$
Total Second 12 month payments	$	$

3

CONFIDENTIAL

Amendment Number 1 dated February 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570023-1

Third Period of this License Agreement (to be determined after second 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
24 months after the First Payment Date	$	$
25 months after the First Payment Date	$	$
26 months after the First Payment Date	$	$
27 months after the First Payment Date	$	$
28 months after the First Payment Date	$	$
29 months after the First Payment Date	$	$
30 months after the First Payment Date	$	$
31 months after the First Payment Date	$	$
32 months after the First Payment Date	$	$
33 months after the First Payment Date	$	$
34 months after the First Payment Date	$	$
35 months after the First Payment Date	$	$
Total Third 12 month payments	$	$

Forth Period of this License Agreement (to be determined after third 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
36 months after the First Payment Date	$	$
37 months after the First Payment Date	$	$
38 months after the First Payment Date	$	$
39 months after the First Payment Date	$	$
40 months after the First Payment Date	$	$
41 months after the First Payment Date	$	$
42 months after the First Payment Date	$	$
43 months after the First Payment Date	$	$
44 months after the First Payment Date	$	$
45 months after the First Payment Date	$	$
46 months after the First Payment Date	$	$
47 months after the First Payment Date	$	$
Total Fourth 12 month payments	$	$

4

CONFIDENTIAL

Amendment Number 1 dated February 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570023-1

Fifth Period of this License Agreement (to be determined after fourth 12 month period.)

Date	Payment Amount (US$)	Cumulative Amount of Payments for Period (US$)
48 months after the First Payment Date	$	$
49 months after the First Payment Date	$	$
50 months after the First Payment Date	$	$
51 months after the First Payment Date	$	$
52 months after the First Payment Date	$	$
53 months after the First Payment Date	$	$
54 months after the First Payment Date	$	$
55 months after the First Payment Date	$	$
56 months after the First Payment Date	$	$
57 months after the First Payment Date	$	$
59 months after the First Payment Date	$	$
60 months after the First Payment Date	$	$
Total Fifth 12 month payments	$	$

5

CONFIDENTIAL

Amendment Number 1 dated February 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570023-1

EX-10.3

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.3

AMENDMENT NUMBER 2

Amendment Date: August 1, 2005

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA (“MS”) And PALM, INC (formerly known as PALMONE, INC.) a corporation organized under the laws of Delaware (“COMPANY”)

MS Agreement Number 5140570011

Effective as of the Amendment Date indicated above, the below signed parties agree that the indicated portions of the above referenced agreement (hereinafter the “License Agreement”) are hereby amended by this instrument (hereinafter the “Amendment”), as follows:

1. Effective July 1, 2005 COMPANY’s name changed from PALMONE, INC to PALM, INC. Effective as of the Amendment Date “COMPANY” shall be defined as “PALM, INC.”

2. The PRODUCT AND ROYALTY SCHEDULE Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC is hereby added to the License Agreement.

3. The PRODUCT AND ROYALTY SCHEDULE MOBILITY APPLICATIONS is hereby added to the License Agreement.

4. The Third Party Installer Schedule of the License Agreement is hereby amended and replaced with the attached Third Party Installer Schedule.

5. The Third Party Integrator Schedule of the License Agreement is hereby amended and replaced with the attached Third Party Integrator Schedule.

MICROSOFT LICENSING, GP		PALM, INC.
A general partnership organized under the laws of: The State of Nevada, U.S.A.		A company organized under the laws of: State of Delaware
By:	/s/ [***]	By:	/s/ [***]
	(signature)		(signature)

Name:	[***]	Name:	[***]
	(printed)		(printed)
Title:	OEM Contract Revenue Director	Title:	President and CEO
	(printed)		(printed)
Date:	August 31, 2005	Date:	August 30, 2005
	(printed)		(printed)

CONFIDENTIAL

31609v4 Amendment to the Microsoft OEM Embedded Operating Systems For Reference Platform Devices

Form 2.8. 12

Tracking Number: 5140570037-4

PRODUCT AND ROYALTY SCHEDULE

Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC

Licensed Product Name and Version	Licensable Part Number *	Language Version *	Applicable Additional Provisions	Royalty US$ **
Microsoft® Windows Mobile™ Version 5.0	E03-00962	(Brazilian)	1-6, 8, 11,
Software for Pocket PC, Standard Edition	E03-00968	(Czech)	13
	E03-00970	(Danish)
	E03-00999	(Dutch)
	E03-01003	(English)
	E03-00974	(Finnish)
	E03-00976	(French)
	E03-00978	(German)
	E03-00980	(Greek)
	E03-00982	(Italian)
	E03-00988	(Norwegian)
	E03-00990	(Polish)
	E03-00992	(Portuguese)
	E03-00994	(Russian)
	E03-00996	(Spanish)
	E03-00998	(Swedish)
Microsoft® Windows Mobile™ Version 5.0	E03-00961	(Brazilian)	1-8, 11, 13
Software for Pocket PC, Premium Edition	E03-00963	(Chinese Simplified)
	E03-00965	(Chinese Traditional)
	E03-00967	(Czech)
	E03-00969	(Danish)
	E03-00971	(Dutch)
	E03-01001	(English)
	E03-00973	(Finnish)
	E03-00975	(French)
	E03-00977	(German)
	E03-00979	(Greek)
	E03-00981	(Italian)
	E03-00983	(Japanese)
	E03-00985	(Korean)
	E03-00987	(Norwegian)
	E03-00989	(Polish)
	E03-00991	(Portuguese)
	E03-00993	(Russian)
	E03-00995	(Spanish)
	E03-00997	(Swedish)

2

CONFIDENTIAL

Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

Licensed Product Name and Version	Licensable Part Number *	Language Version *	Applicable Additional Provisions	Royalty US$ **
Microsoft® Windows Mobile™ Version 5.0	R53-00303	(Brazilian)	1-8, 10, 11,	$	[***]
Software for Pocket PC, Phone Edition	R53-00302	(Chinese Simplified)	13	$	[***]
(GSM/GPRS)	R53-00308	(Chinese Traditional)		$	[***]
	R53-00313	(Czech)		$	[***]
	R53-00314	(Danish)		$	[***]
	R53-00311	(Dutch)		$	[***]
	R53-00300	(English)		$	[***]
	R53-00316	(Finnish)		$	[***]
	R53-00304	(French)		$	[***]
	R53-00301	(German)		$	[***]
	R53-00337	(Greek)		$	[***]
	R53-00305	(Italian)		$	[***]
	R53-00309	(Japanese)		$	[***]
	R53-00310	(Korean)		$	[***]
	R53-00338	(Norwegian)		$	[***]
	R53-00312	(Polish)		$	[***]
	R53-00315	(Portuguese)		$	[***]
	R53-00306	(Russian)		$	[***]
	R53-00307	(Spanish)		$	[***]
	R53-00339	(Swedish)		$	[***]
Microsoft® Windows Mobile™ Version 5.0	R53-00343	(Brazilian)	1-8, 10, 11,	$	[***]
Software for Pocket PC, Phone Edition	R53-00348	(Chinese Simplified)	13	$	[***]
(CDMA/1xRTT)	R53-00342	(Chinese Traditional)		$	[***]
	R53-00353	(Czech)		$	[***]
	R53-00354	(Danish)		$	[***]
	R53-00351	(Dutch)		$	[***]
	R53-00340	(English)		$	[***]
	R53-00356	(Finnish)		$	[***]
	R53-00344	(French)		$	[***]
	R53-00341	(German)		$	[***]
	R53-00357	(Greek)		$	[***]
	R53-00345	(Italian)		$	[***]
	R53-00349	(Japanese)		$	[***]
	R53-00350	(Korean)		$	[***]
	R53-00358	(Norwegian)		$	[***]
	R53-00352	(Polish)		$	[***]
	R53-00355	(Portuguese)		$	[***]
	R53-00346	(Russian)		$	[***]
	R53-00347	(Spanish)		$	[***]
	R53-00359	(Swedish)		$	[***]

3

CONFIDENTIAL

Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

Licensed Product Name and Version	Licensable Part Number *	Language Version *	Applicable Additional Provisions	Royalty US$ **
Microsoft® Windows Mobile™ Version 5.0	E03-00904	(Brazilian)	1-6, 8, 9,
Software for Pocket PC, Standard Edition with	E03-00910	(Czech)	11, 13
Microsoft Outlook® 2002	E03-00912	(Danish)
	E03-00914	(Dutch)
	E03-01002	(English)
	E03-00916	(Finnish)
	E03-00918	(French)
	E03-00920	(German)
	E03-00921	(Greek)
	E03-00924	(Italian)
	E03-00930	(Norwegian)
	E03-00932	(Polish)
	E03-00934	(Portuguese)
	E03-00936	(Russian)
	E03-00938	(Spanish)
	E03-00940	(Swedish)
Microsoft® Windows Mobile™ Version 5.0	E03-00903	(Brazilian)	1-9, 11, 13
Software for Pocket PC, Premium Edition with	E03-00905	(Chinese Simplified)
Microsoft Outlook® 2002	E03-00907	(Chinese Traditional)
	E03-00909	(Czech)
	E03-00911	(Danish)
	E03-00913	(Dutch)
	E03-01000	(English)
	E03-00915	(Finnish)
	E03-00917	(French)
	E03-00919	(German)
	E03-00922	(Greek)
	E03-00923	(Italian)
	E03-00925	(Japanese)
	E03-00927	(Korean)
	E03-00929	(Norwegian)
	E03-00931	(Polish)
	E03-00933	(Portuguese)
	E03-00935	(Russian)
	E03-00937	(Spanish)
	E03-00939	(Swedish)

4

CONFIDENTIAL

Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

Licensed Product Name and Version	Licensable Part Number *	Language Version *	Applicable Additional Provisions	Royalty US$ **
Microsoft® Windows Mobile™ Version 5.0	R53-00383	(Brazilian)	1-11, 13	$	[***]
Software for Pocket PC, Phone Edition	R53-00382	(Chinese Simplified)		$	[***]
(GSM/GPRS) with Microsoft Outlook® 2002	R53-00388	(Chinese Traditional)		$	[***]
	R53-00393	(Czech)		$	[***]
	R53-00394	(Danish)		$	[***]
	R53-00391	(Dutch)		$	[***]
	R53-00380	(English)		$	[***]
	R53-00396	(Finnish)		$	[***]
	R53-00384	(French)		$	[***]
	R53-00381	(German)		$	[***]
	R53-00397	(Greek)		$	[***]
	R53-00385	(Italian)		$	[***]
	R53-00389	(Japanese)		$	[***]
	R53-00390	(Korean)		$	[***]
	R53-00398	(Norwegian)		$	[***]
	R53-00392	(Polish)		$	[***]
	R53-00395	(Portuguese)		$	[***]
	R53-00386	(Russian)		$	[***]
	R53-00387	(Spanish)		$	[***]
	R53-00399	(Swedish)		$	[***]
Microsoft® Windows Mobile™ Version 5.0	R53-00443	(Brazilian)	1-11, 13	$	[***]
Software for Pocket PC, Phone Edition	R53-00442	(Chinese Simplified)		$	[***]
(CDMA/1xRTT) with Microsoft Outlook® 2002	R53-00448	(Chinese Traditional)		$	[***]
	R53-00453	(Czech)		$	[***]
	R53-00454	(Danish)		$	[***]
	R53-00451	(Dutch)		$	[***]
	R53-00440	(English)		$	[***]
	R53-00456	(Finnish)		$	[***]
	R53-00444	(French)		$	[***]
	R53-00441	(German)		$	[***]
	R53-00457	(Greek)		$	[***]
	R53-00445	(Italian)		$	[***]
	R53-00449	(Japanese)		$	[***]
	R53-00450	(Korean)		$	[***]
	R53-00458	(Norwegian)		$	[***]
	R53-00452	(Polish)		$	[***]
	R53-00455	(Portuguese)		$	[***]
	R53-00446	(Russian)		$	[***]
	R53-00447	(Spanish)		$	[***]
	R53-00459	(Swedish)		$	[***]

5

CONFIDENTIAL

Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

Licensed Product Name and Version	Licensable Part Number *	Language Version *	Applicable Additional Provisions	Royalty US$ **
Microsoft® Windows Mobile™ Version 5.0	E03-00886	(Brazilian)	1-6, 8, 11-
Software for Pocket PC, Standard Edition,	E03-00883	(English)	13
UPGRADE	E03-00887	(French)
	E03-00884	(German)
	E03-00888	(Italian)
	E03-00890	(Spanish)
Microsoft® Windows Mobile™ Version 5.0	E03-00944	(Brazilian)	1-8, 11-13
Software for Pocket PC, Premium Edition,	E03-00943	(Chinese Simplified)
UPGRADE	E03-00949	(Chinese Traditional)
	E03-00941	(English)
	E03-00945	(French)
	E03-00942	(German)
	E03-00946	(Italian)
	E03-00950	(Japanese)
	E03-00951	(Korean)
	E03-00948	(Spanish)
Microsoft® Windows Mobile™ Version 5.0	E03-01007	(Brazilian)	1-6, 8, 9,
Software for Pocket PC, Standard Edition with	E03-01004	(English)	11-13
Microsoft Outlook® 2002, UPGRADE	E03-01008	(French)
	E03-01005	(German)
	E03-01009	(Italian)
	E03-01011	(Spanish)
Microsoft® Windows Mobile™ Version 5.0	E03-01027	(Brazilian)	1-9, 11-13
Software for Pocket PC, Premium Edition with	E03-01026	(Chinese Simplified)
Microsoft Outlook® 2002, UPGRADE	E03-01032	(Chinese Traditional)
	E03-01024	(English)
	E03-01028	(French)
	E03-01025	(German)
	E03-01029	(Italian)
	E03-01033	(Japanese)
	E03-01034	(Korean)
	E03-01031	(Spanish)
Microsoft® Windows Mobile™ Version 5.0	R53-00317	(Brazilian)	1-8, 10-13
Software for Pocket PC, Phone Edition	R53-00318	(Chinese Simplified)
(GSM/GPRS), UPGRADE	R53-00319	(Chinese Traditional)
	R53-00323	(English)
	R53-00325	(French)
	R53-00326	(German)
	R53-00328	(Italian)
	R53-00335	(Spanish)

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Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

Licensed Product Name and Version	Licensable Part Number *	Language Version *	Applicable Additional Provisions	Royalty US$ **
Microsoft® Windows Mobile™ Version 5.0	R53-00360	(Brazilian)	1-8, 10-13
Software for Pocket PC, Phone Edition	R53-00361	(Chinese Simplified)
(CDMA/1xRTT), UPGRADE	R53-00362	(Chinese Traditional)
	R53-00366	(English)
	R53-00368	(French)
	R53-00372	(Japanese)
	R53-00373	(Korean)
Microsoft® Windows Mobile™ Version 5.0	R53-00400	(Brazilian)	1-13
Software for Pocket PC, Phone Edition	R53-00401	(Chinese Simplified)
(GSM/GPRS) with Microsoft Outlook® 2002,	R53-00402	(Chinese Traditional)
UPGRADE	R53-00406	(English)
	R53-00408	(French)
	R53-00409	(German)
	R53-00411	(Italian)
	R53-00418	(Spanish)
Microsoft® Windows Mobile™ Version 5.0	R53-00420	(Brazilian)	1-13
Software for Pocket PC, Phone Edition	R53-00421	(Chinese Simplified)
(CDMA/1xRTT) with Microsoft Outlook® 2002,	R53-00422	(Chinese Traditional)
UPGRADE	R53-00426	(English)
	R53-00428	(French)
	R53-00432	(Japanese)
	R53-00433	(Korean)

* Language versions are licensed only on an if and as available basis.

** A Licensed Product is not licensed hereunder unless royalty rate(s) are indicated in the Licensed Product table.

ADDITIONAL PROVISIONS

The following provisions (“Additional Provisions”) apply to the Licensed Product(s) as indicated above and are in addition to the General Terms and Conditions of this License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions.

1. COMPANY may install this Licensed Product as permitted in the Licensed Product Deliverables documentation. COMPANY is not licensed to, and agrees that it will not, modify in any way, or delete any aspect of this Licensed Product as delivered by MS in the Licensed Product Deliverables, except if and as specifically permitted in the Licensed Product Deliverables documentation or as otherwise agreed in writing by the parties, including, but not limited to, those modifications and/or deletions permitted under the Development and Marketing Agreement (the “Collaboration Agreement”) entered into between COMPANY and MSCORP as of May 26, 2004 (collectively, the “Allowable Modifications”).

2. Logo. COMPANY may display the “Designed for Windows Mobile” logo, or other logo(s) specified by MSCORP and MS, in accordance with a separate logo license agreement to be executed between COMPANY and MSCORP, on all Devices and related materials distributed by COMPANY. COMPANY acknowledges that MSCORP and MS may at any time discontinue, modify or replace the use of the “Designed for Windows Mobile” logo, and agrees to negotiate with MSCORP and/or MS in good faith any amendments to this License Agreement or the logo license agreement or separate agreements necessary in connection with any replacement to the “Designed for Windows Mobile” logo program. COMPANY shall have a reasonable period of time to implement any modified or replaced logos.

3. Licensed Product Name and Version. COMPANY’s distribution license applies only to the Licensed Product version(s) as indicated in the table above. The version configurations are described in the Licensed Product Deliverables documentation. A Licensed Product release will be designated by an increase in the version number, year designation or as MS may otherwise designate.

4. Licensed Product Edition. COMPANY’s distribution license applies only to the Licensed Product edition(s), (i.e. Standard, Premium or Phone Edition), as indicated in the table above. The edition configurations are described in the Licensed Product Deliverables documentation.

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Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

5. Handwriting Recognition. The Licensed Product may include handwriting recognition component(s). COMPANY acknowledges and agrees that:

(a) handwriting recognition is an inherently statistical process;

(b) errors can occur in the component’s recognition of the end-user’s handwriting, and the final conversion into text; and

(c) neither MS nor its Suppliers shall be liable for any damages to any party arising out of errors in the handwriting recognition process.

6. In addition to Section 7(a) of the General Terms and Conditions, COMPANY shall enter into a Microsoft Premier Support Agreement in conjunction with this License Agreement, or shall demonstrate to MS that COMPANY has obtained or arranged an equivalent level of support independently.

7. Chinese Language Version Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and MSCORP from and against all damages, costs and attorneys’ fees arising from third party claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 7(b)(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonable withheld.

8. COMPANY’s Companion CD.

(a) For purposes of this License Agreement, COMPANY is hereby licensed to use the MS Companion CD to create a distributable CD (“COMPANY’s Companion CD”), in accordance with the Licensed Product Deliverables instructions. In addition to the MS Companion CD contents, COMPANY shall add the following to COMPANY’s Companion CD: (i) COMPANY’s logo and/or Mobile Operator logo; and (ii) non-Microsoft software owned or licensed by COMPANY that COMPANY chooses to include on COMPANY’s Companion CD (“COMPANY Software”).

(b) The grant in this Additional Provision is subject to the conditions that (i) COMPANY owns or maintains effective licenses for the COMPANY Software and (ii) COMPANY obligates its Channel to Section 2(b) of the General Terms and Conditions of this License Agreement.

(c) In creating COMPANY’s Companion CD, COMPANY shall transfer all files from MS Companion CD to COMPANY’s Companion CD, and may not modify, obscure or omit any files contained on the MS Companion CD, except as expressly authorized by the Licensed Product Deliverables instructions.

(d) COMPANY may not transfer or copy any files contained on the MS Companion CD to any media other than COMPANY’s Companion CD.

(e) COMPANY may not engage an AR to replicate COMPANY’s Companion CD until COMPANY receives notice from MS that COMPANY’s Companion CD has passed the MSCORP Compatibility Test as outlined in the Licensed Product Deliverables.

(f) If COMPANY engages an AR to replicate COMPANY’s Companion CD before COMPANY receives such MS approval, neither MS nor its Suppliers shall be responsible for any costs or damages incurred by COMPANY (including, without limitation, costs or damages incurred if MS requires changes to COMPANY’s Companion CD).

(g) COMPANY shall distribute COMPANY’s Companion CD (i) in the form and packaging as received from the AR and (ii) only in the Device packaging. Notwithstanding AP 8(g)(ii), COMPANY or COMPANY’s authorized service representative may distribute a replacement COMPANY’s Companion CD separate from the Device if each of the following are satisfied: (1) such replacement COMPANY’s Companion CD is provided to a Device end user for support purposes (e.g., the COMPANY’s Companion CD was lost or destroyed by the Device end user); (2) COMPANY shall use commercially reasonable efforts to authenticate the Device end user prior to distributing the replacement COMPANY’s Companion CD; (3) such replacement COMPANY’s Companion CD shall be distributed directly from the COMPANY or COMPANY authorized service representative to the Device end user and not distributed through the Channel; and (4) no more than 2 replacement COMPANY’s Companion CDs may be distributed to the same Device end user.

(h) COMPANY hereby agrees that it owns all right, title and interest in, or has all necessary rights to authorize the AR to replicate, the COMPANY Software. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against any and all third party claims or demands, including reasonable attorneys’ fees, arising out of or related to the replication, licensing, distribution, or use of the COMPANY Software subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

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Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 8h(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonable withheld.

9. Outlook 2002 Distribution. The Microsoft Outlook 2002 software for desktop computers shall only be distributed as part of COMPANY’s Companion CD. COMPANY shall not separately advertise, provide a separate price for, or otherwise separately market the Outlook 2002 software for desktop computers.

10. COMPANY and MS agree that the following provisions shall apply with respect to this Licensed Product:

(a) COMPANY or Mobile Operators shall be responsible for compliance with all applicable telecommunications laws and regulations relating to the Devices. COMPANY shall indemnify, defend and hold MS and MSCORP harmless from and against any and all third party claims or demands, including reasonable attorneys’ fees arising out of or related to COMPANY’s or any Mobile Operator’s failure to obtain or maintain any required permit, approval, license or certification or failure to comply with any regulation, statute, order or decree applicable to the Devices subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 10a(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonable withheld.

(b) MS has not obtained or conveyed to COMPANY (and COMPANY itself shall be responsible for obtaining) any necessary patent and other intellectual property licenses with respect to the use of any underlying intellectual property applicable to standards (collectively, “Standards”) implemented in COMPANY’s Devices including, without limitation: Global System for Mobile (Communications) (GSM); General Packet Radio Service (GPRS); and Code Division Multiple Access (CDMA) and Single Carrier Radio Transmission Technology (CDMA/1xRTT). The foregoing shall not apply to Standards that are fully implemented in the Licensed Product unless MS expressly provides notice to COMPANY to the contrary in the License Agreement, the Licensed Product Deliverables documentation or in the documentation accompanying Supplemental Code implemented by COMPANY (excluding any mandatory Supplemental Code distributed by MS solely for the purposes of transferring an obligation to pay third party royalties for Standards from MS to COMPANY). For clarification, COMPANY shall itself be responsible for obtaining any intellectual property licenses related to the SMPTE VC-1 Standard.

(c) Between the parties, COMPANY shall be solely responsible for all negotiations, agreements, tests, and other required actions with Mobile Operators with respect to the use of the Devices on such Mobile Operator’s network.

(d) COMPANY acknowledges and agrees that MS may independently negotiate marketing and other arrangements with Mobile Operators, retailers, distributors, and/or other Channel members supporting the Devices, provided that such arrangements shall not modify existing obligations of or impose additional obligations upon COMPANY or involve the usage of COMPANY’s logos or trademarks without the written approval of COMPANY which shall not be unreasonably withheld provided that any usage of COMPANY’s trademarks, logos or product images shall be pursuant to the terms of a signed written agreement between the parties.

(e) COMPANY shall contractually prohibit Mobile Operators from removing, modifying or suppressing any part of the Image (including without limitation the User Interface), except as otherwise permitted by the Licensed Product Deliverables documentation. Notwithstanding the foregoing, COMPANY may provide Mobile Operators with Supplemental Code, for distribution by such Mobile Operators to end users, after passing applicable testing with respect to the updated Image; and

(f) (i) MS shall have no responsibility hereunder to provide support services to any Mobile Operator or any end user of the Devices. MS may make available support service agreements to Mobile Operators or end users, with respect to the Device(s) and/or similar devices of other manufacturers incorporating the Licensed Product; and

(ii) COMPANY shall provide or shall ensure that the applicable Mobile Operator provides reasonable support services to end users of the Device.

(g) MS makes no representation or warranty that Devices operated with the Licensed Product will be compatible with the network structure of any particular Mobile Operator.

11. COMPANY shall be responsible for complying with applicable laws and regulations and providing appropriate warnings and disclaimers to end users related to an end user’s use of the Device, including without limitation, while operating a motor vehicle.

12. Upgrade Image.

(a) For purposes of this Additional Provision, the following terms shall have the indicated meanings:

(i) “Existing Pocket PC Device” means Device(s) listed in the table of this Additional Provision, which have been distributed by COMPANY to end users containing an Existing Pocket PC Image.

(ii) “Existing Pocket PC Image” means an Image containing a Predecessor Pocket PC Version of the Licensed Product obtained by COMPANY under a valid license with MS.

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Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

(iii) “Predecessor Pocket PC Version” means a properly licensed version of any of the following products:

1 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Professional Edition with Microsoft Outlook^® 2002

2 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium Edition with Microsoft Outlook^® 2002

3 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Professional Edition

4 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium Edition

5 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS) with Microsoft Outlook^® 2002

6 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS)

7 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT) with Microsoft Outlook^® 2002

8 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT)

(iv) “Upgrade Pocket PC Image” means an Image that completely replaces the Existing Pocket PC Image.

(b) MS grants COMPANY the right to distribute, directly or through its Channel, one (1) Upgrade Pocket PC Image to each licensed end user of an Existing Pocket PC Device only to upgrade the end user’s Existing Pocket PC Device. COMPANY shall distribute, separate from a Device, the Upgrade Pocket PC Image either on external media or via COMPANY’s restricted access website as a download. Such license grant is subject to the following:

(i) COMPANY shall ensure that the Upgrade Pocket PC Image completely replaces the Existing Pocket PC Image upon installation (end user data and/or end user configuration settings may remain intact);

(ii) COMPANY shall configure the Upgrade Pocket PC Image to ensure that it executes solely on the applicable Existing Pocket PC Device and will not function or install on any other device or system;

(iii) COMPANY shall configure the Upgrade Pocket PC Image to ensure that it will not function or install on an Existing Pocket PC Device until a commercially reasonable authentication process of the Existing Pocket PC Device and Existing Pocket PC Image is performed;

(iv) COMPANY shall establish a commercially reasonable procedure to assure the return or destruction of any replaced Existing Pocket PC Image (for example, an Upgrade Pocket PC Image that erases or permanently disables the replaced Existing Pocket PC Image would satisfy this requirement);

(v) (1) Upon request of a licensed end user, COMPANY may distribute a single copy of an Upgrade Pocket PC Image on external media to the licensed end user and such copy may be used by the licensed end user, COMPANY, or an authorized service representative of either the licensed end user or COMPANY to install the Upgrade Pocket PC Image on such end user’s additional units of the same Existing Pocket PC Device which contain the same Existing Pocket PC Image (for example, the Upgrade Pocket PC Image may be installed via the licensed end user’s internal network); and

(2) In the event that COMPANY elects to provide the licensed end user with only a single copy of the Upgrade Pocket PC Image on external media for installation on more than one Existing Pocket PC Device as set forth above, COMPANY shall advise the licensed end user that the Upgrade Pocket PC Image may only be installed onto the additional units of the same Existing Pocket PC Device. Additionally, with regard to each licensed end user, COMPANY shall confirm the number of copies of the Upgrade Pocket PC Image required by the end user prior to distribution of the single copy of the Upgrade Pocket PC Image and shall clearly specify the confirmed number (A) on the EULA accompanying the Upgrade Pocket PC Image (i.e., COMPANY may provide the following conspicuously on the EULA: “Authorized Number of Installations of the Upgrade Pocket PC Image =             ”) or (B) in a separate notice to the licensed end user. COMPANY shall instruct licensed end users to keep such EULA or notice for their records;

(vi) (1) COMPANY shall distribute the EULA terms in accordance with Attachment 1 hereto in such a manner that the EULA terms are guaranteed to be distributed with the Upgrade Pocket PC Image (for example, in the desktop installer utility software would satisfy this requirement).

(2) in addition to the provisions of Attachment 1, COMPANY shall include the following additional text in the EULA being distributed with Upgrade Pocket PC Image media:

[Insert after “Microsoft^® Outlook^® 2002” paragraph of EULA:]

Upgrade Software. [COMPANY] is distributing the accompanying SOFTWARE in this format exclusively for installation as an upgrade to previously distributed DEVICES preinstalled with one of the following: 1 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Professional Edition with Microsoft Outlook^® 2002: 2 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium Edition with Microsoft Outlook^® 2002: 3 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Professional Edition; 4 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium Edition; 5 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS) with Microsoft Outlook^® 2002; 6 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS); 7 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT) with Microsoft Outlook^® 2002; and 8 - Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT).

Accordingly, you may follow the applicable instructions accompanying this SOFTWARE and install one (1) copy of the SOFTWARE on one (1) DEVICE presently containing a licensed copy of a predecessor version of the SOFTWARE (unless this EULA indicates that this SOFTWARE copy has been licensed for installation on multiple DEVICES). NO REPRESENTATION OR WARRANTY IS MADE BY MS WITH RESPECT TO THE COMPATIBILITY OF THIS

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Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

SOFTWARE WITH ANY DEVICE OR ANY OTHER EXISTING SOFTWARE OR DATA OF ANY KIND CONTAINED ON SUCH DEVICES, AND MS SHALL NOT BE RESPONSIBLE IN ANY REGARD WITH RESPECT TO ANY LOSS, CORRUPTION, MODIFICATION OR INACCESSIBILITY OF ANY DATA, APPLICATIONS OR OTHER SOFTWARE RESULTING FROM THE INSTALLATION OF THE SOFTWARE ON ANY DEVICE.

(3) the following statement must be displayed either on a break-the-seal label or printed prominently on the Upgrade Pocket PC Image packaging:

“Use of the software on the enclosed media or installed on the system is subject to the terms of the end user license agreement. You should not use the software program until you have read the end user license agreement. By using the software, you signify that you have read the end user license agreement and accept its terms.”

(vii) Upgrade Pocket PC Image Packaging Specifics:

(1) Title: The title should clearly identify the software contained on the media and name of the COMPANY providing it.

(2) Licensed Product Usage Text: This text must (A) identify the purpose of the media as upgrade of pre-installed software only; (B) identify the COMPANY; and (C) underscore that the COMPANY is solely responsible for performance of the upgraded software.

(3) Copyright Text: The following copyright text must be included on the media label: Portions ^© 1983-2004, Microsoft Corporation. All Rights Reserved.

(4) Media Label Text: the Upgrade Pocket PC Image media shall be clearly labeled “For Upgrade Purposes Only – not for use on a new Device. For use only with <Name and Model of the Device>”.

(5) Except as provided above, no MS or Suppliers or third party product names and/or logos may be listed on the media label or packaging artwork.

(c) If COMPANY makes Upgrade Pocket PC Images available on COMPANY’s restricted access website as a download, COMPANY shall comply with the following additional terms and conditions. COMPANY shall:

(i) make the Upgrade Pocket PC Images available only on the “customer support” section of its website;

(ii) state the purpose of the Upgrade Pocket PC Images and the Existing Pocket PC Devices on which end users may install and use the Upgrade Pocket PC Images;

(iii) ensure that prior to downloading of the Upgrade Pocket PC Image, the end user accepts the following additional EULA terms in a manner that forms a contract binding to the end user: “This software is provided only for use with, and for licensed end users of, the <Name and Model of the Device>. Use of the software is subject to the accompanying end user license agreement. Any other use of this software is strictly prohibited and may subject you to legal action”;

(iv) ensure that a commercially reasonable authentication process occurs prior to download of the Upgrade Pocket PC Images, which includes authentication of both the Existing Pocket PC Image and Existing Pocket PC Device;

(v) provide each end user with an electronic and/or hardcopy invoice as proof of purchase for each downloaded copy of the Upgrade Pocket PC Image; and

(vi) maintain accurate records of the number of Upgrade Pocket PC Images distributed, including serial numbers of Existing Pocket PC Devices on which such Upgrade Pocket PC Images were installed. COMPANY shall provide copies of such records to MS upon request.

(d) (i) COMPANY shall distribute one (1) COA correctly identifying the Licensed Product affixed to the APM distributed with the Upgrade Pocket PC Image.

(ii) Notwithstanding the foregoing, COMPANY shall not distribute a COA for (1) copies of Upgrade Pocket PC Images placed in use on additional units of the same model of Device pursuant to subsection (b)(v); above and (2) copies of Upgrade Pocket PC Images downloaded pursuant to subsection (c).

(e) COMPANY shall advise the licensed end user that the Upgrade Pocket PC Image media, if any, shall replace the previous Recovery Image media, if any, and may be maintained by the licensed end user for recovery purposes for the upgraded Existing Pocket PC Device. COMPANY shall establish a commercially reasonable procedure to assure the return or destruction of any replaced Recovery Image media.

(f) COMPANY shall reproduce the Upgrade Pocket PC Image only on COMPANY premises by (i) COMPANY employees or (ii) individuals under COMPANY’s direct supervision and control who are engaged to perform such services pursuant to a contract that includes appropriate non-disclosure and other covenants sufficient to satisfy COMPANY’s obligations under this License Agreement (“Contractors”), or have reproduction performed through an AR. COMPANY shall be responsible for any fees or costs imposed by an AR for reproduction services.

(g) COMPANY shall report the number of Upgrade Pocket PC Images distributed separately on its royalty report to MS. COMPANY shall pay the applicable Licensed Product royalty set forth in the Product and Royalty Schedule for each copy of Licensed Product Binaries distributed as a component of the Upgrade Pocket PC Image, or placed in use by an end user pursuant to subsection (b)(v) above.

13. (a) The Licensed Product Deliverables includes sample code located at: %_WINCEROOT%\PUBLIC\COMMON\OAK\DRIVERS\BLUETOOTH\SAMPLE (collectively, “Bluetooth Sample Code”). Prior to distribution of the Bluetooth Sample Code with an Image on a Device, COMPANY shall pass the Bluetooth Tests (defined below). “Bluetooth Tests” means a standard series of tests, as amended from time to time, to determine compliance with the Bluetooth certification process described at [***] or such other location that may be designated from time to time.

(b) NOTWITHSTANDING ANYTHING TO CONTRARY IN THE AGREEMENT, THE BLUETOOTH SAMPLE CODE IS PROVIDED “AS IS” AND WITH ALL FAULTS, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,

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Tracking Number: 5140570037-4

ACCURACY, AND EFFORT IS WITH COMPANY. WITH RESPECT TO THE BLUETOOTH SAMPLE CODE, MS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OTHERWISE SET FORTH IN THE LICENSE AGREEMENT, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE BLUETOOTH SAMPLE CODE OR ANY IMAGE INCLUDING THE BLUETOOTH SAMPLE CODE WILL OPERATE PROPERLY ON ANY DEVICES. MS AND ITS SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE BLUETOOTH SAMPLE CODE OR AGAINST INFRINGEMENT.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key:

1. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Standard Edition

2. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Premium Edition

3. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS)

4. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT)

5. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Standard Edition with Microsoft Outlook^® 2002

6. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Premium Edition with Microsoft Outlook^® 2002

7. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) with Microsoft Outlook^® 2002

8. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) with Microsoft Outlook^® 2002

9. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Standard Edition, UPGRADE

10. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Premium Edition, UPGRADE

11. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Standard Edition with Microsoft Outlook^® 2002, UPGRADE

12. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Premium Edition with Microsoft Outlook^® 2002, UPGRADE

13. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS), UPGRADE

14. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT), UPGRADE

15. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) with Microsoft Outlook^® 2002, UPGRADE

16. Microsoft^® Windows Mobile^™ Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) with Microsoft Outlook^® 2002, UPGRADE

A Licensed Product is not licensed for distribution with a listed Device, unless the product box for such Licensed Product in the Device table below is marked with an “X”.

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Tracking Number: 5140570037-4

DEVICE TABLE

Model Name/Model Number	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16
Treo Series			X	X			X	X

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

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Amendment Number 2 dated August 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570037-4

Attachment 1

EULA Terms

COMPANY shall sublicense the Licensed Product to end users by means of a EULA. COMPANY shall provide clear notice to Device customers before or at the time of purchase that the Device contains software that is subject to a license and that customer must agree to that license before it may use the Device. COMPANY shall distribute the EULA in a manner that is intended to form a contract binding the end user to the EULA terms under applicable law. The EULA shall contain the following terms. COMPANY may also include different or additional terms in the EULA, so long as they are no less protective of MS than the terms set forth below. COMPANY shall substitute its name for the bracketed text [COMPANY] in the EULA text below.

The following EULA terms and conditions apply to the MS operating system, not COMPANY’s software or hardware. COMPANY shall determine the need for, and shall prepare and distribute its own end user terms, conditions, restrictions and disclaimers applicable to COMPANY’s software and to hardware portions of the Device(s), in a manner intended to protect COMPANY, MS and MSCORP from claims arising in whole or in part in relation to COMPANY’s software and hardware.

REQUIRED EULA TEXT:

• You have acquired a device (“DEVICE”) that includes software licensed by [COMPANY] from an affiliate of Microsoft Corporation (“MS”). Those installed software products of MS origin, as well as associated media, printed materials, and “online” or electronic documentation (“SOFTWARE”) are protected by international intellectual property laws and treaties. The SOFTWARE is licensed, not sold. All rights reserved.

• IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT (“EULA”), DO NOT USE THE DEVICE OR COPY THE SOFTWARE. INSTEAD, PROMPTLY CONTACT [COMPANY] FOR INSTRUCTIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS CONSENT).

• SOFTWARE includes software already installed on the DEVICE (“DEVICE Software”) and MS software contained on the CD-ROM disk (“Companion CD”).

GRANT OF SOFTWARE LICENSE. This EULA grants you the following license:

DEVICE Software. You may use the DEVICE Software as installed on the DEVICE.

Companion CD. A Companion CD is included with your DEVICE, and you may install and use the Microsoft^® ActiveSync^® component on one (1) or more personal computers to exchange information with one (1) or more computing devices that contain a compatible version of the Microsoft^® Windows Mobile^™ Version 5.0 operating system. For other software component(s) contained on the Companion CD, you may install and use such components only in accordance with the terms of the printed or online end user license agreement(s) provided with such component(s). In the absence of an end user license agreement for particular component(s) of the Companion CD, you may install and use only one (1) copy of such component(s) on the DEVICE or a single personal computer with which you use the DEVICE.

Phone Functionality. If the DEVICE Software includes phone functionality, all or certain portions of the DEVICE Software may be inoperable if you do not have and maintain a service account with an appropriate wireless telecommunication carrier to whom [COMPANY] may distribute its DEVICES (“Mobile Operator”), or if the Mobile Operator’s network facilities are not operating or configured to operate with the DEVICE.

Microsoft^® Outlook^®. If Microsoft Outlook is included with your Device, the following terms apply to your use of Microsoft Outlook: (i) regardless of the information contained in the “Software Installation and Use” section of the online EULA you may install one (1) copy of Microsoft Outlook on one (1) personal computer to use, exchange data, share data, access and interact with the DEVICE, and (ii) the EULA for Microsoft Outlook is between [COMPANY] and the end user – not between the PC manufacturer and end user.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

• Speech/Handwriting Recognition. If the DEVICE Software includes speech and/or handwriting recognition component(s), you should understand that speech and handwriting recognition are inherently statistical processes and that errors can occur in the component’s recognition of your handwriting, and the final conversion into text. Neither [COMPANY] nor its suppliers shall be liable for any damages arising out of errors in the speech and handwriting recognition process.

• Limitations on Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

• Single DEVICE. The DEVICE Software is licensed with the DEVICE as a single integrated product. The DEVICE Software installed in read only memory (“ROM”) of the DEVICE may only be used as part of the DEVICE.

• Single EULA. The package for the DEVICE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the software). Even if you receive multiple versions of the EULA, you are licensed to use only one (1) copy of the DEVICE Software.

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• NOTICE REGARDING THE MPEG-4 VISUAL STANDARD. The DEVICE Software may include MPEG-4 visual decoding technology. MPEG LA, L.L.C. requires the following notice:

USE OF THIS SOFTWARE IN ANY MANNER THAT COMPLIES WITH THE MPEG-4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE DIRECTLY RELATED TO (A) DATA OR INFORMATION (i) GENERATED BY AND OBTAINED WITHOUT CHARGE FROM A CONSUMER NOT THEREBY ENGAGED IN A BUSINESS ENTERPRISE, AND (ii) FOR PERSONAL USE ONLY; AND (B) OTHER USES SPECIFICALLY AND SEPARATELY LICENSED BY MPEG LA, L.L.C.

If you have questions regarding this Notice, please contact MPEG LA, L.L.C., 250 Steele Street, Suite 300, Denver, Colorado 80206; Telephone 303 331.1880; FAX 303 331.1879

• Rental. You may not rent, lease, or lend the SOFTWARE.

• SOFTWARE Transfer. You may permanently transfer all of your rights under this EULA only as part of a sale or transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.

If the DEVICE Software includes phone functionality, you may not permanently transfer any of your rights under this EULA with regard to the DEVICE Software or Companion CD, except as permitted by the applicable Mobile Operator. In the event that the Mobile Operator permits such transfer, you may permanently transfer all of your rights under this EULA only as part of a sale or transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.

• Termination. Without prejudice to any other rights, [COMPANY] or MS may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

• Security Updates/Digital Rights Management. Content providers are using the digital rights management technology (“DRM”) contained in your DEVICE to protect the integrity of their content (“Secure Content”) so that their intellectual property, including copyright, in such content is not misappropriated. Portions of the DEVICE Software and third party applications such as media players use DRM to play Secure Content (“DRM Software”). If the DRM Software’s security has been compromised, owners of Secure Content (“Secure Content Owners”) may request that MS block the ability of DRM license servers and personal computers to deliver new licenses that enable an affected DEVICE to play Secure Content. This action does not alter the DRM Software’s ability to play unprotected content. A list of revoked DRM Software is sent to your DEVICE whenever you download a license for Secure Content from the Internet or from your personal computer. You therefore agree that MS may, in conjunction with such license, also download revocation lists onto your DEVICE on behalf of Secure Content Owners. MS will not retrieve any personally identifiable information, or any other information, from your DEVICE by downloading such revocation lists.

• Consent to Use of Data. You agree that MS, Microsoft Corporation, their affiliates and/or their designated agent may collect and use technical information gathered in any manner as part of product support services related to the DEVICE Software. MS, Microsoft Corporation, their affiliates and/or their designated agent may use this information solely to improve their products or to provide customized services or technologies to you. MS, Microsoft Corporation, their affiliates and/or their designated agent may disclose this information to others, but not in a form that personally identifies you.

• Internet Gaming/Update Features. If the DEVICE Software provides, and you choose to utilize, the Internet gaming or update features within the DEVICE Software, it is necessary to use certain computer system, hardware, and software information to implement the features. By using these features, you explicitly authorize MS, Microsoft Corporation and/or their designated agent to use this information solely to improve their products or to provide customized services or technologies to you. MS or Microsoft Corporation may disclose this information to others, but not in a form that personally identifies you.

• Internet-Based Services Components. The DEVICE Software may contain components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that MS, Microsoft Corporation, their affiliates and/or their designated agent may automatically check the version of the DEVICE Software and/or its components that you are utilizing and may provide upgrades or supplements to the DEVICE Software that may be automatically downloaded to your DEVICE.

• Additional Software/Services. The DEVICE Software may permit [COMPANY], MS, Microsoft Corporation, their affiliates and/or their designated agent to provide or make available to you SOFTWARE updates, supplements, add-on components, or Internet-based services components of the SOFTWARE after the date you obtain your initial copy of the SOFTWARE (“Supplemental Components”).

• If [COMPANY] provides or makes available to you Supplemental Components and no other EULA terms are provided along with the Supplemental Components, then the terms of this EULA shall apply.

• If MS, Microsoft Corporation, their affiliates and/or their designated agent make available Supplemental Components, and no other EULA terms are provided, then the terms of this EULA shall apply, except that the MS, Microsoft Corporation or affiliate entity providing the Supplemental Component(s) shall be the licensor of the Supplemental Component(s).

• [COMPANY], MS, Microsoft Corporation, their affiliates and/or their designated agent reserve the right to discontinue any Internet-based services provided to you or made available to you through the use of the DEVICE Software.

• Links to Third Party Sites. The DEVICE Software may provide you with the ability to link to third party sites through the use of the DEVICE Software. The third party sites are not under the control of MS, Microsoft Corporation, their affiliates and/or their designated agent. Neither MS nor Microsoft Corporation nor their affiliates nor their designated agent are responsible for (i) the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites, or (ii) webcasting or any other form of transmission received from any third party sites. If the DEVICE Software provides links to third party sites, those links are provided to you only as a convenience, and the inclusion of any link does not imply an endorsement of the third party site by MS, Microsoft Corporation, their affiliates and/or their designated agent.

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UPGRADES AND RECOVERY MEDIA.

• DEVICE Software. If the DEVICE Software is provided by [COMPANY] separate from the DEVICE on media such as a ROM chip, CD ROM disk(s) or via web download or other means, and is labeled “For Upgrade Purposes Only” you may install one (1) copy of such DEVICE Software onto the DEVICE as a replacement copy for the existing DEVICE Software, and use it in accordance with this EULA, including any additional EULA terms accompanying the upgrade DEVICE Software.

• COMPANION CD. If any software component(s) is provided by [COMPANY] separate from the DEVICE on CD ROM disk(s) or via web download or other means, and labeled “For Upgrade Purposes Only”, you may (i) install and use one (1) copy of such component(s) on the computer(s) you use to exchange data with the DEVICE as a replacement copy for the existing Companion CD component(s).

COPYRIGHT. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and “applets,” incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by MS or its suppliers (including Microsoft Corporation). You may not copy the printed materials accompanying the SOFTWARE. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not specifically granted under this EULA are reserved by MS and its suppliers (including Microsoft Corporation).

EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE is subject to U.S. and EU export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see [***].

PRODUCT SUPPORT. Product support for the SOFTWARE is not provided by MS, its parent corporation Microsoft Corporation, or their affiliates or subsidiaries. For product support, please refer to [COMPANY] support number provided in the documentation for the DEVICE. Should you have any questions concerning this EULA, or if you desire to contact [COMPANY] for any other reason, please refer to the address provided in the documentation for the DEVICE.

No Liability for Certain Damages. EXCEPT AS PROHIBITED BY LAW, MICROSOFT CORPORATION AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR APPLICABLE LIMITED WARRANTIES AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO YOUR WARRANTY BOOKLET INCLUDED WITH THIS PACKAGE OR PROVIDED WITH THE SOFTWARE PRINTED MATERIALS.

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PRODUCT AND ROYALTY SCHEDULE

MOBILITY APPLICATIONS

PRODUCT TABLE

Product Name and Version	Licensable Part Number	Language Version *	Applicable Additional Provisions	Royalty**
Microsoft® Plus! Digital Media Edition for Windows® XP and Windows Mobile™ 2003 Software	T17-00008	(Non-specific)	(2155), (2156), (2157), (2158)	US$
Microsoft® Voice Command Version 1.5 for Windows Mobile™	T67-00024	(Non-specific)	(2139), (2159), (2160), (2161), (2162), (2163), (2182), (2183), (2184), (2185)	US$	[***]
Microsoft® Voice Command Version 1.5 for Windows Mobile™ (NPI)	T67-00025	(Non-specific)	(2139), (2156), (2160), (2161), (2163), (2168), (2182), (2183), (2184), (2185)	US$	[***]

* Language versions are licensed only on an if and as available basis.

** A Licensed Product is not licensed hereunder unless royalty rate(s) are indicated in the Product Table and the Product is licensed for one or more Device(s) described in the Devices section of this Agreement.

ADDITIONAL PROVISIONS KEY

The following provisions (“Additional Provisions”) apply to the Licensed Product(s) as indicated above and are in addition to the General Terms and Conditions of this Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and MSCORP from and against all damages, costs and attorneys’ fees arising from third party claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139(b)(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonable withheld.

(2155) In non-English language versions of the Licensed Product, portions or the entirety of this software and/or documentation may be in English.

(2156) COMPANY shall obtain the Licensed Product from an Authorized Replicator and shall distribute the Licensed Product only (a) in the form and packaging as received from the Authorized Replicator and (b) inside the packaging for the Device with which the Licensed Product will operate. COMPANY shall not modify the Licensed Product as delivered by the Authorized Replicator nor shall COMPANY transfer or copy the Licensed Product to any other media. Preinstallation of the Licensed Product on the Device is not required.

(2157) The Licensed Product is designed for use with any Microsoft^® Windows^® XP version, including without limitation, Microsoft^® Windows^® XP Home Edition, Microsoft^® Windows^® XP Professional, Microsoft^® Windows^® XP Tablet PC Edition, and Microsoft^® Windows^® XP Media Center Edition, and with Microsoft^® Windows Media^® Player 9 Series. Furthermore, the Device components of the Licensed Product are designed for use with Microsoft^® Pocket PC 2002 or later software version. The Licensed Product may not function

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properly with other operating system products or other media players. COMPANY shall provide to the end user these and any other system requirements (including operating system requirements) for the desktop computer(s) with which the end user may use the Device prior to purchase and in the End User Documentation.

(2158) The Licensed Product packaging shall include a EULA in compliance with the requirements of “Attachment 1 – EULA Terms” to this Product and Royalty Schedule in a manner that forms a contract binding to the end user.

(2159) COMPANY may install this Licensed Product as permitted in the Licensed Product Deliverables documentation. COMPANY is not licensed to, and agrees that it will not, modify in any way, or delete any aspect of this Licensed Product as delivered by MS in the Licensed Product Deliverables, except if and as specifically permitted in the Licensed Product Deliverables documentation.

(2160) This Licensed Product is designed for use with most versions of Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC (except for Microsoft^® Windows Mobile^™ 2003 for Pocket PC, Shell Edition) and Microsoft^® Windows Mobile^™ 2003 Software for Smartphone, and other products MS may designate from time to time as successor versions to such products, The Licensed Product may not function properly with other operating system products. COMPANY shall provide to the end user these and any other system requirements (including operating system requirements) for the desktop computer(s) with which the end user may use the Device prior to purchase and in the End User Documentation.

(2161) Although the Licensed Product includes the Speech Applications Programming Interface (“SAPI”), COMPANY is not licensed to distribute, license or put in use the SAPI other than for operation of the Licensed Product.

(2162) In addition to the required terms of the EULA in COMPANY’s License Agreement for Microsoft^® Windows Mobile^™ 2003 Software for Pocket PC, the terms of Attachment 2 shall be added to such EULA, unless such terms were previously incorporated into the Windows Mobile 2003 Software for Pocket PC required EULA terms. [Insert after the “NOTICE REGARDING THE MPEG-4 VISUAL STANDARD” paragraph of EULA.]

(2163) COMPANY shall (a) distribute the end user warnings set forth in Attachment 3 (“End User Notice”), with each Device: (b) distribute the End User Notice in the primary language of the jurisdiction(s) in which COMPANY distributes the Device: and (c) present the End User Notice in a conspicuous manner, e.g., via the Device display and/or on the first pages of the Device End User Documentation. COMPANY may not alter or remove the text set forth in Attachment 3. Notwithstanding the foregoing, COMPANY may include additional or different text in the End User Notice so long as the additional text is no less protective of MS than the text set forth in Attachment 3.

COMPANY shall contractually obligate (e.g. by contract, invoice or other written instrument) the Channel to deliver the End User Notice together with each Device.

(2168) The Licensed Product packaging shall include a EULA in compliance with the requirements of Attachment 4 – EULA Terms to this Product and Royalty Schedule.

(2182) The Licensed Product includes speech recognition component(s).

COMPANY acknowledges and understands that: (a) speech recognition is inherently a statistical process; and (b) recognition errors are inherent in the process of speech recognition. COMPANY shall not distribute any advertising, promotional materials, or other materials related to the Device which contain information inconsistent with the foregoing. Neither MS nor its Suppliers shall be liable for any damages to any party arising out of errors in the speech recognition processes.

(2183) The Licensed Product features designed to invoke phone functions such as voice-activated dialing are only enabled on Devices running the phone edition of Microsoft^® Windows Mobile^™ Software for Pocket PC and Microsoft^® Windows Mobile^™ Software for Smartphone.

Such features may not invoke phone functions on devices that (a) do not run the phone edition of Microsoft^® Windows Mobile^™ Software for Pocket PC and Microsoft^® Windows Mobile^™ Software for Smartphone and/or (b) utilize third party hardware or software to provide telephony features and functionality.

(2184) COMPANY may distribute the corresponding language version of the Licensed Product for each language version of Microsoft^® Windows Mobile^™ Software for Pocket PC or Microsoft^® Windows Mobile^™ Software for Smartphone that is installed on the Device.

(2185) Prior to distribution of a Device with this Licensed Product installed on the Device, COMPANY shall ensure that the Device complies with the Device qualification guidelines and test requirements as outlined in the Licensed Product Deliverables documentation which will thereby qualify the Device for use with the Licensed Product.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of the Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is

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thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

DEVICE TABLE

Model Name/Model Number	T67-00024	T67-00025
Treo Series	C	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

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ATTACHMENT 1

EULA TERMS

COMPANY shall sublicense the Licensed Product to end users by means of a EULA. COMPANY shall provide clear notice to Device customers before or at the time of purchase that the Device package includes software that is subject to a license and that customer must agree to that license before it may use the software. COMPANY shall distribute the EULA in a manner that is intended to form a contract binding the end user to the EULA terms under applicable law. The EULA shall contain the following terms. COMPANY may also include additional terms in the EULA, so long as they are no less protective of MS than the terms set forth below.

REQUIRED EULA TEXT:

Microsoft^® Plus! Digital Media Edition

IMPORTANT - READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity) and the manufacturer (“Manufacturer”) of the computer system or device with which you acquired the Microsoft software product(s) identified above (“SOFTWARE”). The SOFTWARE includes Microsoft computer software, and may include associated media, printed materials, “online” or electronic documentation, and internet based services. Note, however, that any software, documentation, or web services that are included in the SOFTWARE, or accessible via the SOFTWARE, and are accompanied by their own license agreements or terms of use are governed by such agreements rather than this EULA. The terms of a printed paper end user license agreement, which may accompany the SOFTWARE, supersede the terms of any on-screen EULA. This EULA is valid and grants the end-user rights ONLY if the SOFTWARE is genuine and a genuine Certificate of Authenticity for the SOFTWARE is included. For more information on identifying whether your software is genuine, please see [***].

By installing, copying, downloading, accessing or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use or copy the SOFTWARE, and you should promptly contact Manufacturer for instructions on the return of the unused product(s) for a refund in accordance with Manufacturer’s return policies.

SOFTWARE LICENSE

GRANT OF LICENSE. Manufacturer grants you the following rights, provided you comply with all of the terms and conditions of this EULA:

• General License Grant to Install and Use SOFTWARE. You may install and use one copy of the SOFTWARE on a single computer (“Computer”) for use with your Device (as defined below). You may make a second copy of certain components of the SOFTWARE and install such components on a handheld computer device (“Device”) for your exclusive use solely to exchange data and digital media between your Computer and your Device. A license for the SOFTWARE may not be shared.

• Mandatory Activation. The license rights granted under this EULA are effective upon your activation of the SOFTWARE. The activation process is described during the setup sequence of the SOFTWARE. You can activate the SOFTWARE through the use of the Internet or telephone; toll charges may apply. You may also need to reactivate the SOFTWARE if you reconfigure the hardware of your Computer or your Device, or if you reconfigure the SOFTWARE. This SOFTWARE contains technological measures that are designed to prevent unlicensed or illegal use of the SOFTWARE. MS, Microsoft Corporation, their affiliates and/or designated agent will use those measures to confirm you have a legally licensed copy of the SOFTWARE. If you are not using a licensed copy of the SOFTWARE, you are not allowed to install the SOFTWARE or future SOFTWARE updates. Further, if the security for the activation process has been compromised, Microsoft Licensing, GP (“MS”), Microsoft Corporation and their subsidiaries may download software to repair any circumventions that are intended to disable the mandatory activation mechanism. MS, Microsoft Corporation, their affiliates and/or designated agent will not collect any personally identifiable information from your Computer or Device during this process.

• Digital Rights Management. Content providers are using the digital rights management technology contained in this SOFTWARE (“DRM”) to protect the integrity of their content (“Secure Content”) so that their intellectual property, including copyright, in such content is not misappropriated. Portions of this SOFTWARE and third party applications such as media players use DRM to play Secure Content (“DRM Software”). If the DRM Software’s security has been compromised, owners of Secure Content (“Secure Content Owners”) may request that MS, Microsoft Corporation, their affiliates and/or their designated agent revoke the DRM Software’s right to copy, display and/or play Secure Content. Revocation does not alter the DRM Software’s ability to play unprotected content. A list of revoked DRM Software is sent to your Computer whenever you download a license for Secure Content from the Internet. You therefore agree that MS, Microsoft Corporation, their affiliates and/or designated agent may, in conjunction with such license, also download revocation lists onto your Computer on behalf of Secure Content Owners. MS, Microsoft Corporation, their affiliates and/or designated agent will not retrieve any personally identifiable information, or any other information, from your Computer or Device by downloading such revocation lists. Secure Content Owners may also require you to upgrade some of the DRM components in this Software (“DRM Upgrades”) before accessing their content. When you attempt to play such content,

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Microsoft DRM Software will notify you that a DRM Upgrade is required and then ask for your consent before the DRM Upgrade is downloaded. Third party DRM Software may do the same. If you decline the upgrade, you will not be able to access content that requires the DRM Upgrade; however, you will still be able to access unprotected content and Secure Content that does not require the upgrade.

• Copy Protection. The SOFTWARE may include copy protection technology to prevent the unauthorized copying of the SOFTWARE or may require original media for use of the SOFTWARE on the Computer or Device. It is illegal to make unauthorized copies of the SOFTWARE or to circumvent any copy protection technology included in the SOFTWARE.

• Back-up Copy. you may make a single back-up copy of the SOFTWARE. You may use one (1) back-up copy solely for your archival purposes and to reinstall the SOFTWARE on the COMPUTER. Except as expressly provided in this EULA or by local law, you may not otherwise make copies of the SOFTWARE, including the printed materials accompanying the SOFTWARE. You may not loan, rent, lease, lend or otherwise transfer the CD or back-up copy to another user.

• Reservation of Rights. Manufacturer, MS and its suppliers (including Microsoft Corporation) reserve all rights not expressly granted to you in this EULA.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

• Consent to Use of Data. You agree that MS and Microsoft Corporation and their affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the SOFTWARE. MS, Microsoft Corporation, their affiliates and/or designated agent may use this information solely to improve their products or to provide customized services or technologies to you. MS, Microsoft Corporation, their affiliates and/or designated agent may disclose this information to others, but not in a form that personally identifies you.

• ADDITIONAL SOFTWARE/SERVICES. The terms of this EULA apply to Microsoft updates, supplements, add-on components, or Internet-based services components of the SOFTWARE (“Supplemental Components”) that Manufacturer, MS, Microsoft Corporation, their affiliates and/or designated agent may provide to you or make available to you after the date you obtain your initial copy of the SOFTWARE, unless other terms are provided along with such Supplemental Components. If other terms are not provided along with such Supplemental Components and the Supplemental Components are provided to you by MS, Microsoft Corporation, their affiliates and/or their designated agent then you will be licensed by such entity under the same terms and conditions of this EULA, except that (i) MS, Microsoft Corporation, their affiliates and/or designated agent providing the Supplemental Components will be the licensor with respect to such Supplemental Components in lieu of the “Manufacturer” for the purposes of the EULA, and (ii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLEMENTAL COMPONENTS AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SUPPLEMENTAL COMPONENTS ARE PROVIDED AS IS AND WITH ALL FAULTS. ALL OTHER DISCLAIMERS, LIMITATION OF DAMAGES, AND SPECIAL PROVISIONS PROVIDED BELOW AND/OR OTHERWISE WITH THE SOFTWARE SHALL APPLY TO SUCH SUPPLEMENTAL COMPONENTS.

• Manufacturer, MS, Microsoft Corporation, their affiliates and/or designated agent reserves the right to discontinue any Microsoft Internet-based services provided to you or made available to you through the use of the SOFTWARE.

• This EULA does not grant you any rights to use the Windows Media Format Software Development Kit (“WMFSDK”) components contained in the SOFTWARE to develop a software application that uses Windows Media technology. If you wish to use the WMFSDK to develop such an application, visit [***], accept a separate license for the WMFSDK, download the appropriate WMFSDK, and install it on your system.

• Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

• Separation of Component Parts. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one Computer and one Device, unless expressly permitted by this EULA.

• Single EULA. The package for the SOFTWARE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the software). In this case, you are only licensed to use the SOFTWARE for which a Certificate of Authenticity is provided.

• Termination. Without prejudice to any other rights, Manufacturer or MS may cancel this EULA if you do not abide by the terms and conditions contained herein. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

• Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Manufacturer, MS or its suppliers (including Microsoft Corporation and its subsidiaries).

• Synch & Go Services: Upon activation of the SOFTWARE by you, you will be provided with a limited trial period to receive access to the Synch & Go service as described in the SOFTWARE documentation. Internet access charges by your internet access provider and/or toll charges may apply. You will be notified when this trial period is about to expire and provided with subscription fee information, should you wish to continue receiving access to the Synch & Go service.

• No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the SOFTWARE.

UPGRADES. If the SOFTWARE is labeled as an upgrade, you must be properly licensed to use a product identified by MS, Microsoft Corporation, their affiliates and/or their designated agent as being eligible for the upgrade in order to use the SOFTWARE (“Eligible Product”). For the purpose of upgrade(s) only, “HARDWARE” shall mean the computer system or Device with which you received the Eligible Product. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable, if upgrading a Microsoft software product) the Eligible Product which came with the HARDWARE and that formed the basis for your eligibility for the upgrade. After upgrading, you may no longer

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use the SOFTWARE that formed the basis for your upgrade eligibility (unless otherwise provided). You may use the resulting upgraded product only in accordance with the terms of this EULA and only with the HARDWARE. If the SOFTWARE is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE may be used and transferred only as part of that single product package and may not be separated for use on more than one computer and/or one Device.

INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by MS or its suppliers (including Microsoft Corporation). The SOFTWARE is licensed, not sold. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessed through use of the SOFTWARE, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE.

PRODUCT SUPPORT. SOFTWARE support for the SOFTWARE is not provided by MS, Microsoft Corporation, their affiliates and/or their designated agent. For product support, please refer to Manufacturer’s support number provided in the documentation for the Device. Should you have any questions concerning this EULA, or if you desire to contact Manufacturer for any other reason, please refer to the address provided in the documentation for the Device.

EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see [***].

U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR APPLICABLE LIMITED WARRANTIES AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO YOUR WARRANTY BOOKLET INCLUDED WITH THIS PACKAGE OR PROVIDED WITH THE SOFTWARE PRINTED MATERIALS.

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ATTACHMENT 2

EULA TERMS

CONSENT TO USE DATA. You agree that MS, its subsidiaries and affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the Device Software. MS, its subsidiaries and affiliates may use this information solely to improve its products or to provide customized services or technologies to you. MS, its subsidiaries and affiliates may disclose this information to others, but not in a form that personally identifies you.

LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of the Device Software. The third party sites are not under the control of MS, its subsidiaries and affiliates, and MS, its subsidiaries and affiliates are not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. MS, its subsidiaries and affiliates are not responsible for Web casting or any other form of transmission received from any third party sites. MS, its subsidiaries and affiliates are providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by MS, its subsidiaries and affiliates of the third party site.

This EULA does not grant to you any rights to use the Device Software to produce, develop, or create any other speech-enabled functionality or technology. You may not use the Speech Applications Programming Interface (“SAPI”) that accompanies the Device Software for any purpose other than the specific use that is granted to you pursuant to the terms herein.

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ATTACHMENT 3

END USER NOTICE

Microsoft^® Voice Command Version 1.5 for Windows Mobile™

(symbol) WARNING: Do not become distracted from driving safely if operating a motor vehicle while using Device Software.

Operating certain parts of this Device requires user attention. Diverting attention away from the road while driving can possibly cause an accident or other serious consequences. Even occasional, short diversions of attention can be dangerous if your attention is diverted away from your driving task at a critical time. Do not change system settings or enter data non-verbally (using your hands) while driving. Stop the vehicle in a safe and legal manner before attempting these operations. This is important since while setting up or changing some functions you might be required to distract your attention away from the road and remove your hands from the wheel.

Microsoft makes no representations, warranties or other determinations that ANY use of the Software Product is legal, safe, or in any manner recommended or intended while driving or otherwise operating a motor vehicle.

General Operation

Voice Command Control

Many of the functions of the Device Software can be accomplished using only voice commands. Using voice commands while driving allows you to initiate the command with a button and then operate the Device mostly without removing your hands from the wheel.

Prolonged Views of Screen

If you are driving, do not access any function requiring a prolonged view of the screen. Pull over in a safe and legal manner before attempting to access a function of the system requiring prolonged attention. Even occasional short scans to the screen may be hazardous if your attention has been diverted away from your driving task at a critical time.

Volume Setting

Do not raise the volume excessively. Keep the volume at a level where you can still hear outside traffic and emergency signals while driving. Driving while unable to hear these sounds could cause an accident.

Let Your Judgment Prevail

The Device Software is only an aid. Make your driving decisions based on your observations of local conditions and existing traffic regulations. The Device Software is not a substitute for your personal judgment.

Use of Speech Recognition Functions

Speech recognition software is inherently a statistical process which is subject to errors. It is your responsibility to monitor the speech recognition functions and address any errors.

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ATTACHMENT 4

EULA TERMS

COMPANY shall sublicense the Licensed Product to end users by means of a EULA. COMPANY shall provide clear notice to Device customers before or at the time of purchase that the Device package includes software that is subject to a license and that customer must agree to that license before it may use the software. COMPANY shall distribute the EULA in a manner that is intended to form a contract binding the end user to the EULA terms under applicable law. The EULA shall contain the following terms. COMPANY may also include additional terms in the EULA, so long as they are no less protective of MS than the terms set forth below.

REQUIRED EULA TEXT:

Microsoft^® Voice Command Version 1.5 for Windows Mobile™

IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity) and the manufacturer (“Manufacturer”) of the computer system or device with which you acquired the Microsoft software product(s) identified above (“SOFTWARE”). The SOFTWARE includes Microsoft computer software, and may include associated media, printed materials, “online” or electronic documentation, and internet based services. Note, however, that any software, documentation, or web services that are included in the SOFTWARE, or accessible via the SOFTWARE, and are accompanied by their own license agreements or terms of use are governed by such agreements rather than this EULA. The terms of a printed paper end user license agreement, which may accompany the SOFTWARE, supersede the terms of any on-screen EULA. By installing, copying, downloading, accessing or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use or copy the SOFTWARE, and you should promptly contact Manufacturer for instructions on the return of the unused product(s) for a refund in accordance with Manufacturer’s return policies.

SOFTWARE LICENSE

GRANT OF LICENSE. Manufacturer grants you the following rights, provided you comply with all of the terms and conditions of this EULA:

• General License Grant to Install and Use SOFTWARE. If multiple language versions are included, you may install only one language version of the SOFTWARE on a single computer (“Computer”) for use with your Device (as defined below). You may make a second copy of certain components of the SOFTWARE and install such components on a handheld computer device (“Device”) for your exclusive use. A license for the SOFTWARE may not be shared.

• Copy Protection. The SOFTWARE may include copy protection technology to prevent the unauthorized copying of the SOFTWARE or may require original media for use of the SOFTWARE on the Computer or Device. It is illegal to make unauthorized copies of the SOFTWARE or to circumvent any copy protection technology included in the SOFTWARE.

• Back-up Copy. you may make a single back-up copy of the SOFTWARE. You may use one (1) back-up copy solely for your archival purposes and to reinstall the SOFTWARE on the COMPUTER. Except as expressly provided in this EULA or by local law, you may not otherwise make copies of the SOFTWARE, including the printed materials accompanying the SOFTWARE. You may not loan, rent, lease, lend or otherwise transfer the CD or back-up copy to another user.

• INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by MS or its suppliers (including Microsoft Corporation). The SOFTWARE is licensed, not sold. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessed through use of the SOFTWARE, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE. Manufacturer, MS and its suppliers (including Microsoft Corporation) reserve all rights not expressly granted to you in this EULA.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

• Speech Recognition. If the SOFTWARE includes speech recognition component(s), you should understand that speech recognition is inherently statistical processes and that errors can occur in the component’s recognition of your speech, and the final conversion into text. Neither [COMPANY] nor its suppliers shall be liable for any damages arising out of errors in the speech recognition process.

• Consent to Use of Data. You agree that MS and Microsoft Corporation and their affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the SOFTWARE. MS, Microsoft Corporation and their affiliates may use this information solely to improve their products or to provide customized services or technologies to you. MS, Microsoft Corporation and their affiliates may disclose this information to others, but not in a form that personally identifies you.

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• Links to Third Party Sites. The SOFTWARE may provide you with the ability to link to third party sites through the use of the SOFTWARE. The third party sites are not under the control of MS, Microsoft Corporation, their affiliates and/or their designated agent. Neither MS nor Microsoft Corporation nor their affiliates nor their designated agents are responsible for (i) the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites; or (ii) webcasting or any other form of transmission received from any third party sites. If the SOFTWARE provides links to third party sites, those links are provided to you only as a convenience, and the inclusion of any link does not imply an endorsement of the third party site by MS, Microsoft Corporation, their affiliates and/or their designated agent.

• Additional SOFTWARE/Services. The SOFTWARE may permit [COMPANY], MS, Microsoft Corporation or their affiliates to provide or make available to you SOFTWARE updates, supplements, add-on components, or Internet-based services components of the SOFTWARE after the date you obtain your initial copy of the SOFTWARE (“Supplemental Components”).

• If [COMPANY] provides or makes available to you Supplemental Components and no other EULA terms are provided along with the Supplemental Components, then the terms of this EULA shall apply.

• If MS, Microsoft Corporation or their affiliates make available Supplemental Components, and no other EULA terms are provided, then the terms of this EULA shall apply, except that the MS, Microsoft Corporation or affiliate entity providing the Supplemental Component(s) shall be the licensor of the Supplemental Component(s).

[COMPANY], MS, Microsoft Corporation and their affiliates reserve the right to discontinue any Internet-based services provided to you or made available to you through the use of the SOFTWARE.

• Separation of Component Parts. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one Computer and one Device, unless expressly permitted by this EULA.

• Single EULA. The package for the SOFTWARE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the software). In this case, you are only licensed to use the SOFTWARE for which a Certificate of Authenticity is provided.

• SOFTWARE Transfer. You may permanently transfer all of your rights under this EULA only as part of a sale or transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.

• Termination. Without prejudice to any other rights, Manufacturer or MS may cancel this EULA if you do not abide by the terms and conditions contained herein. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

• Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Manufacturer, MS or its suppliers (including Microsoft Corporation and its subsidiaries).

• No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the SOFTWARE.

UPGRADES AND RECOVERY MEDIA

• SOFTWARE. If the SOFTWARE is provided by Manufacturer separate from the Device on media such as a ROM chip, CD ROM disk(s) or via web download or other means, and is labeled “For Upgrade Purposes Only”, you may install one copy of such SOFTWARE onto the Device as a replacement copy for the existing SOFTWARE and use it in accordance with this EULA, including any additional EULA terms accompanying the upgrade SOFTWARE.

• COMPANION CD. If any Companion CD component(s) are provided by [COMPANY] separate from the DEVICE on CD ROM disk(s) or via web download or other means, and labeled “For Upgrade Purposes Only” or, you may (i) install and use one copy of such component(s) on the computer(s) you use to exchange data with the DEVICE as a replacement copy for the existing Companion CD component(s).

PRODUCT SUPPORT. SOFTWARE support for the SOFTWARE is not provided by MS, Microsoft Corporation, or their affiliates or subsidiaries. For product support, please refer to Manufacturer’s support number provided in the documentation for the Device. Should you have any questions concerning this EULA, or if you desire to contact Manufacturer for any other reason, please refer to the address provided in the documentation for the Device.

EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see [***].

NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, MICROSOFT CORPORATION AND THEIR AFFILITATES SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR APPLICABLE LIMITED WARRANTIES AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO YOUR WARRANTY BOOKLET INCLUDED WITH THIS PACKAGE OR PROVIDED WITH THE SOFTWARE PRINTED MATERIALS.

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THIRD PARTY INSTALLER SCHEDULE

Except as expressly provided in this Schedule, COMPANY shall not place a Memory Medium into Devices and/or place APM and End User Documentation in the Device packages, except on COMPANY premises by COMPANY employees. COMPANY may engage a third party installer specifically approved in writing by MS (“Third Party Installer”) to place a Memory Medium into Devices and/or place APM and End User Documentation in the Device packages, provided that all of the conditions listed below are and remain satisfied.

(a) COMPANY shall provide MS with the name, address, and business profile in the English language (including years in business, ownership profile, trade names used, nature of principal business activities, and summary of pertinent prior experience) of any Third Party Installer COMPANY intends to engage at least sixty (60) days before COMPANY intends to have the Third Party Installer begin work for COMPANY. The Third Party Installer must be approved in writing by MS prior to beginning work. MS shall approve or reject such Third Party Installer within ten (10) business days of receipt of the foregoing information from COMPANY. MS’s failure to reject such Third Party Installer within such ten (10) day period shall be deemed an approval of such Third Party Installer.

(b) COMPANY shall enter into a written agreement with the Third Party Installer (hereinafter “Installation Agreement”) that expressly provides that MS is a third party intended beneficiary of the Installation Agreement (with respect to the Licensed Products) with rights to enforce such agreement (with respect to the Licensed Products), and that requires the Third Party Installer:

(1) to comply with obligations identical to those imposed on COMPANY by Sections 2(a)(iii), 2(a)(iv), 2(a)(v), 2(b), 2(c), 2(i), and 17(a);

(2) to consent to venue and jurisdiction in the state and federal courts sitting in the State of New York with respect to any action brought by MS to enforce its rights under the Installation Agreement;

(3) to provide, with reasonable notice, access to Third Party Installer premises to audit or inspection team(s) sent on behalf of MS or COMPANY, in order that such team may perform an audit of the Third Party Installer’s Records and/or an inspection of the Third Party Installer’s procedures to determine compliance with the terms of the Installation Agreement and the License Agreement;

(4) to halt the placement of a Memory Medium into Devices and/or APM and End User Documentation in the Device packages upon notice from COMPANY or MS of the suspension, termination, cancellation, or expiration of the License Agreement;

(5) to distribute the Device(s) installed with the Image only to COMPANY, or to COMPANY’S Channel or COMPANY’s end user customers on behalf of COMPANY;

(6) to pay MS’ or COMPANY’s attorneys’ fees if COMPANY or MS employs attorneys to enforce either party’s respective rights arising out of the Installation Agreement;

(7) [Intentionally Left Blank];

(8) to use reasonable commercial efforts to maintain the inventory of Devices separate from inventory of third parties’ devices, if any, in the Third Party Installer’s possession; and

(9) (a) to keep confidential the Licensed Product, the terms of the Installation Agreement, and any other non-public information disclosed to Third Party Installer by COMPANY and MS (for example, MS or MSCORP licensing negotiations or terms and conditions, MS and MSCORP business policies or practices or know-how).

(b) to safeguard the Image from disclosure, using a standard of care which shall not be less than the standard of care Third Party Installer uses to protect its own most confidential information.

(c) to not reproduce, duplicate, copy or otherwise disclose, distribute or disseminate any part of the Image except for Third Party Installer’s own internal use by Third Party Installer’s employees or other personnel under Third Party Installer’s direct control, on a need-to-know basis on Third Party Installer’s premises.

(c) In order to distinguish COMPANY’s Devices from third parties’ Devices, prior to delivery of any Memory Medium, APM, and/or End User Documentation to any Third Party Installer, COMPANY shall require the AR to place COMPANY’s name at a conspicuous location on packaging of Memory Medium, APM, and End User Documentation delivered to the Third Party Installer by or on behalf of COMPANY.

(d) [Intentionally Left Blank]

(e) COMPANY hereby agrees to cease use of any Third Party Installer upon receipt of thirty (30) days prior written notice from MS of a material breach of this Schedule or the Installation Agreement with respect to the Licensed Products.

(f) Any breach by the Third Party Installer of the terms of the Installation Agreement or this License Agreement shall be deemed a material breach of this License Agreement by COMPANY.

(g) [Intentionally Left Blank]

(h) Upon written request, within thirty (30) days of COMPANY’s execution of the Installation Agreement with each Third Party Installer, COMPANY shall provide a copy of such agreement to MS at the address for notices specified in Addresses Schedule; provided, however that COMPANY may redact from the Installer Agreement information that COMPANY has a contractual obligation to keep confidential pursuant to a valid non-disclosure agreement between COMPANY and such third party installer.

(i) COMPANY shall promptly notify MS of the termination or expiration of the Installation Agreement.

(j) Section (f) shall survive any termination or expiration of this Schedule.

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THIRD PARTY INTEGRATOR SCHEDULE

Notwithstanding anything to the contrary in the terms of the License Agreement, COMPANY may provide the Licensed Product Deliverables to a third party integrator (“Third Party Integrator”) under a separate license agreement, solely to allow the Third Party Integrator, on behalf of COMPANY, to use the Licensed Product Deliverables only for the purpose of creating (i) an Image, (ii) applications, or (iii) software drivers in connection with the Device, provided that all of the conditions listed below are, and remain, satisfied.

(a) COMPANY shall provide MS with the name, address, and business profile in the English language (including years in business, ownership profile, trade names used, principle business activities, and summary of any prior experience with installation or replication of MS products) of any Third Party Integrator COMPANY intends to engage at least sixty (60) days before COMPANY intends to have the Third Party Integrator begin work for COMPANY. The Third Party Integrator must be approved in writing by MS prior to beginning work. MS shall approve or reject such Third Party Integrator within ten (10) business days of receipt of the foregoing information from COMPANY. MS’s failure to reject such Third Party Integrator within such ten (10) day period shall be deemed an approval of such Third Party Integrator.

(b) COMPANY shall enter into a written agreement (“Sublicense”) with the Third Party Integrator that expressly provides that MS is a third party intended beneficiary of the Sublicense (with respect to the Licensed Products) with rights to enforce the Sublicense (with respect to the Licensed Products) and that requires the Third Party Integrator:

(i) to use the Licensed Product Deliverables only on Third Party Integrator premises by its employees in accordance with (A) the Licensed Product Deliverables end user license agreement or instructions, and (B) the terms of the applicable License Agreement that set forth the use of the Licensed Product Deliverables and/or the display and configuration limitations for the Licensed Product Binaries;

(ii) to comply with obligations identical to those imposed on COMPANY by the General Terms and Conditions of the License Agreement including, without limitation, those obligations set forth in Sections 2(i), 2(q), 2(s), and 13 of the General Terms and Conditions;

(iii) to consent to venue and jurisdiction in the state and federal courts sitting in the State of New York with respect to any action brought by MS to enforce its rights under the Sublicense;

(iv) to deliver the Image, applications, and software drivers created by Third Party Integrator only to COMPANY;

(v) to provide, with reasonable notice, access to Third Party Integrator premises to audit or inspection team(s) sent on behalf of MS or COMPANY, in order that such team may perform an audit of the Third Party Integrator’s Records and/or an inspection of the Third Party Integrator’s premises or procedures to determine compliance with the terms of the Sublicense;

(vi) to cease all use of the Licensed Product Deliverables or suspend installation of the Licensed Product or portions thereof upon notice from COMPANY or MS. In the event that MS requires the Third Party Integrator to suspend its activities, MS will provide thirty (30) days prior, written notice from COMPANY or MS of a material breach of the Sublicense;

(vii) to return, at Third Party Integrator’s expense, all Licensed Product Deliverables (including any portions thereof) to COMPANY or MS, as directed, within ten (10) days after cancellation or expiration of the Sublicense; and

(viii) to pay MS’ or its Suppliers or COMPANY’s attorneys’ fees if COMPANY or MS or its Suppliers employs attorneys to enforce any of its respective rights arising out of the Sublicense.

(c) (i) COMPANY shall immediately cancel or suspend any Sublicense upon receipt of written notice from MS that the Third Party Integrator has breached a material provision of the Sublicense or has caused COMPANY to be in breach of a material provision of the License Agreement. COMPANY may resume using the services of such Third Party Integrator provided that: (1) COMPANY and/or Third Party Integrator is able to completely cure such breach within fifteen (15) days of COMPANY’s receipt of notice, and (2) MS has confirmed the breach has been cured to its satisfaction, and (3) MS has agreed in writing to COMPANY’s continued use of the Third Party Integrator.

(ii) COMPANY shall immediately cancel any Sublicense upon the cancellation or expiration of the License Agreement or this Third Party Integrator Schedule.

(d) COMPANY shall require the Third Party Integrator to immediately return all copies of the Licensed Product Deliverables or any portion thereof, in the Third Party Integrator’s possession upon cancellation or expiration of the Sublicense.

(e) Any breach by the Third Party Integrator of the terms of the Sublicense or this License Agreement shall be deemed a material breach of this License Agreement by COMPANY.

(f) [Intentionally Omitted]

(g) Upon written request, within thirty (30) days of COMPANY’s execution of the Integrator Agreement with each Third Party Integrator, COMPANY shall provide a copy of such agreement to MS at the address for notices specified in Addresses Schedule; provided, however that COMPANY may redact from the Integrator Agreement information that COMPANY has a contractual obligation to keep confidential pursuant to a valid non-disclosure agreement between COMPANY and such third party installer.

(h) COMPANY shall promptly notify MS of the cancellation or, expiration of the terms of a Sublicense.

(i) Sections (c)(ii), (d), and (e) of this Third Party Integrator Schedule shall survive any cancellation or expiration of the License Agreement and/or this Third Party Integrator Schedule.

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EX-10.4

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.4

AMENDMENT NUMBER 3

Amendment Date: December 1, 2005

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA

And PALM, INC A Corporation of Delaware

Agreement Effective Date: February 1, 2005

MS Agreement Number: 5140570011

Effective as of the Amendment Date indicated above, the below signed parties agree that the indicated portions of the above referenced Agreement (hereinafter the “Agreement”) are hereby amended by this instrument (hereinafter the “Amendment”), as follows:

1. The attached COMPANY SUBSIDIARIES SCHEDULE is hereby added to the Agreement.

All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. The terms of this Amendment shall supersede any inconsistent terms contained in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

MICROSOFT LICENSING, GP	PALM, INC.
A general partnership organized under the laws of: State of Nevada, USA	A Corporation organized under the laws of: Delaware, USA
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
Sr. Program Manager	VP Corporate Development
Title	Title
January 18, 2006	January 6, 2006
Date	Date

CONFIDENTIAL

31609v4 Amendment to the Microsoft OEM Embedded Operating Systems For Reference Platform Devices

Form 2.8. 12

Tracking Number: 5140570058-1

COMPANY SUBSIDIARIES SCHEDULE

For purposes of this License Agreement, the term “COMPANY Subsidiary” shall mean a legal entity (a) that is listed below; and (b) of which more than fifty percent (50%) of the stock or other ownership interest entitled to vote for the election of directors or managing authority, or control or otherwise direct decisions for such entity, is directly owned by COMPANY, but only so long as such ownership exists.

COMPANY authorizes each COMPANY Subsidiary listed below to exercise rights under this License Agreement. By completing this Schedule, COMPANY agrees to the Additional Provisions set forth below.

Additional COMPANY Subsidiaries may be added only by amendment of this Schedule. A legal entity that distributes Licensed Product already embedded in a fully assembled Device as received from COMPANY or a COMPANY Subsidiary is not required to be listed in this COMPANY Subsidiaries Schedule.

Palm Europe Limited Buckhurst Court, London Road Wokingham, Bershire RG40 1PA England Attn: [***] Tel: [***] Fax: [***]	Palm Global Operations 25/28 North Wall Quay Dublin 1, Ireland Attn: [***] Tel: [***] Fax: [***]
Palm Singapore Millenia Tower 1 Temasek Avenue Singapore 039192 Attn: [***] Tel: [***] Fax: [***]	Palm Asia Pacific 18/F One International Finance centre 1 Harbour View Street Central Hon Kong Attn: [***] Tel: [***] Fax: [***]
Palm Commercio de Aparelhos Electronics Ltda Al Rio Negro 18 andar Alphaville Barueri / SP Attn: [***] Tel: [***] Fax: [***]	Palm Ireland Investment 950 W Maude Blvd Sunnyvale, CA 94085-2801 Attn: [***] Tel: [***] Fax: [***]

Additional Provisions

(a) COMPANY Subsidiary may not exercise any rights or receive any confidential information from COMPANY under this License Agreement until thirty (30) days after it has delivered to MS a signed COMPANY Subsidiary Agreement in the form indicated in Attachment 1 to this Schedule.

(b) COMPANY Subsidiary’s exercise of rights under this License Agreement shall be subject to all terms and conditions set forth in this License Agreement. COMPANY irrevocably and unconditionally guarantees the compliance of each COMPANY Subsidiary with this License Agreement, and shall be jointly and severally liable with each COMPANY Subsidiary for breach of this License Agreement by such COMPANY Subsidiary.

(c) MS may require ARs to refuse or limit orders placed by a COMPANY Subsidiary that in MS’ sole opinion are in quantities greater than COMPANY Subsidiary will be able to distribute or make timely payment for in compliance with this License Agreement. MS also may suspend any rights of COMPANY and/or any COMPANY Subsidiary under this License Agreement and/or require ARs to refuse or limit orders placed by COMPANY or any COMPANY Subsidiary if COMPANY or any COMPANY Subsidiary fails to comply with any provision of this License Agreement (or any other agreement between COMPANY or any COMPANY Subsidiary and MS or MSCORP).

(d) All orders placed with ARs, and payments to ARs, shall be made only by COMPANY or a COMPANY Subsidiary. Licensed Product shipments made by or for MS and ARs may be delivered only to locations owned or controlled by COMPANY or a COMPANY Subsidiary.

(e) COMPANY shall comply with the Sales-Out and Royalty Reporting Guidelines including consolidating sales-out reports, royalty payments and other required reports on behalf of COMPANY and each COMPANY Subsidiary. MS may request COMPANY to provide royalty or other reports that specify information by COMPANY and each COMPANY Subsidiary.

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CONFIDENTIAL

Amendment Number 3 dated December 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570058-1

(f) Royalties are separate from, and in addition to, any charges by the AR for APM ordered by COMPANY Subsidiary. Royalties also exclude any taxes, duties, fees, excises or tariffs imposed on any of COMPANY Subsidiary’s activities in connection with this License Agreement. Such charges, taxes, duties, fees, excises or tariffs, if any, shall be paid by COMPANY or COMPANY Subsidiary.

(g) The rights or obligations of each COMPANY Subsidiary shall not be assigned or sublicensed by COMPANY Subsidiary (by contract, merger, operation of law, or otherwise).

(h) In addition to the events of noncompliance described in the General Terms and Conditions Section 14 (Noncompliance and Cancellation), MS may suspend, cancel or terminate this License Agreement upon any material default or continuing default by COMPANY Subsidiary under this License Agreement.

(i) Upon expiration, cancellation or termination of this License Agreement, each COMPANY Subsidiary may retain one (1) unit of each Licensed Product for support purposes only.

(j) COMPANY obligations set forth in General Terms and Conditions Section 9 (Audit) shall extend to maintenance on COMPANY premises of copies of corresponding COMPANY Subsidiary records and books of account. MS rights set forth in General Terms and Conditions Section 9 (Audit) shall extend in full to COMPANY Subsidiaries.

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CONFIDENTIAL

Amendment Number 3 dated December 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570058-1

ATTACHMENT 1 TO

COMPANY SUBSIDIARIES SCHEDULE

(Sample Form)

[To be printed on COMPANY Subsidiary’s Letterhead]

<<INSERT DATE THIS LETTER IS EXECUTED BY COMPANY SUBSIDIARY>>

<<TAGNAME:: OPERATINGCENTERADDRESS>>

To Whom It May Concern:

In consideration of <<TAGNAME:: OPERATINGCENTERNAME>> (“MS”) accepting this letter and thereby entitling, <<INSERT COMPANY SUBSIDIARY NAME>>, a corporation of <<INSERT COMPANY SUBSIDIARY STATE OR COUNTRY OF INCORPORATION>> (“COMPANY Subsidiary”) to exercise any of the rights granted by <<TAG::COMPANY NAME>>,, a corporation of <<TAG::INCORP>> (“COMPANY”) to COMPANY Subsidiary pursuant to the Microsoft OEM Embedded Operating Systems License Agreement for Reference Platform Devices dated <<TAG::EFFECTIVE DATE>> between COMPANY and MS (MS Agreement No. <<TAG::AGREEMENTNUMBER>>) (“License Agreement”). COMPANY Subsidiary hereby covenants and agrees with MS that COMPANY Subsidiary will comply with all obligations of COMPANY under such License Agreement.

COMPANY Subsidiary acknowledges that its agreement herein is a condition for COMPANY Subsidiary to exercise any of the rights granted by COMPANY to COMPANY Subsidiary pursuant to the terms of the License Agreement. COMPANY Subsidiary shall be jointly and severally liable to MS and its Suppliers for all obligations related to COMPANY Subsidiary’s exercise of license rights or receipt of confidential information under the License Agreement, including but not limited to the payment of royalties for Licensed Product(s).

Capitalized terms used herein and not otherwise defined shall have the same meaning as in the License Agreement.

IN WITNESS WHEREOF, COMPANY Subsidiary has executed this letter as of the date specified above. All signed copies of this letter shall be deemed originals.

<<INSERT COMPANY SUBSIDIARY NAME>>

<<Signature>>

<<Name and Title of Signatory (Printed or Typed)>>

4

CONFIDENTIAL

Amendment Number 3 dated December 1, 2005 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 25, 2005

Tracking Number: 5140570058-1

EX-10.5

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.5

AMENDMENT NUMBER 4

Amendment Date: December 1^st, 2006

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA

And PALM, INC, A Corporation of Delaware

Agreement Effective Date: February 1, 2005

MS Agreement Number 5140570011

Effective as of the Amendment Date indicated above, the below signed parties agree that the indicated portions of the above referenced Agreement (hereinafter the “Agreement”) are hereby amended by this instrument (hereinafter the “Amendment”), as follows:

1. The Expiration Date of the Agreement is hereby amended to read “November 30^th, 2008”.

2. The Monthly Payment Schedule of the Agreement is hereby amended and replaced with the attached Monthly Payment Schedule.

3. The attached Minimum Commitment Schedule is hereby added to the Agreement.

4. As of the Amendment Date, the parties are changing the royalty reporting and payment approach. The parties are moving from the Variable Price model to the Minimum Commitment model. The parties agree that this Amendment does not alter any prior obligations that arose between the parties prior to the Amendment Date. Amounts owed prior to the Amendment Date will be controlled by Section 3 then in effect. Amounts owed after the Amendment Date will be controlled by Section 3 in this Amendment.

Pursuant to Section 3(a)(iv) of the Agreement prior to this Amendment Date, the parties agree that the following reconciles this change:

Reconciliation of Year 1 for the period of December 2005 to November 2006 (12-month period):

Forecast: [***] units

Actual units shipped: [***]

Total Year 1 Monthly payments: $[***]

    (Dec 05 – 11/06)

Actual Shipments reported: ($[***])

    (Dec 05 – 11/06)

Since COMPANY’s Actual Shipments exceeded Forecast, no adjustment to royalties paid will be made. COMPANY may not recoup royalties paid in the First Period toward any Minimum Commitment Payments in the Second Period or Third Period.

5. Section 3 of the Agreement is hereby deleted and replaced with the following:

“3. REPORTS AND PAYMENTS.

(a) (i) Within fifteen (15) days after the end of each calendar month, and fifteen (15) days after the termination, cancellation or expiration date of this License Agreement for the final full or partial month, COMPANY shall provide a report in accordance with the then current Sales-Out and Royalty Reporting Guidelines located on the Embedded Systems Website; and

(ii) COMPANY shall take all steps necessary to ensure that COMPANY’s collection and provision of information as required by the Sales-Out and Royalty Reporting Guidelines is in compliance with all applicable national data protection laws. Notwithstanding the foregoing, in no event shall COMPANY be deemed in breach of this Agreement if COMPANY is unable to comply with certain requirements of the Sales-Out and Royalty Reporting Guidelines because such requirements conflict with any such data protection laws.

(b) (i) COMPANY shall pay: (A) the minimum commitment amounts set forth in the Minimum Commitment Schedule, if any, of this License Agreement on the due dates set forth in the Minimum Commitment Schedule; and (B) the amount by which cumulative royalties exceed such minimum commitment amounts. COMPANY shall make payments within [***] after the end of the calendar month in which such amounts first become due. If COMPANY fails to pay any royalty or other payment due hereunder by the applicable due date then, to the extent permitted by applicable law, MS may, at its option and without prejudice to any other right or remedy available to it, assess a recurring late charge on such past due amount at an annual rate equal to [***]. Such recurring late charge shall accrue monthly (before and after any judgment) from the due date to the date of actual payment (both dates inclusive). Notwithstanding any other provision of this Section 3(b)(i), such recurring late charge shall be payable on demand;

(ii) The amount by which cumulative royalty payments exceed the cumulative minimum commitment amounts then payable under this License Agreement shall be calculated by MS when minimum commitment payments are invoiced and any excess royalty payment shall be referred to as “Excess Royalties”. Excess Royalties paid during the two (2) Periods of this License Agreement after the Amendment Effective Date shall be applied by MS during those two (2) Periods to reduce minimum commitment payments due under the applicable Minimum Commitment Schedule;

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CONFIDENTIAL

Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

(iii) The Excess Royalties shall not be applied to (A) reduce minimum commitment payments due under another agreement or (B) any payment due to the AR;

(iv) To the extent that cumulative minimum commitment payments exceed cumulative royalty obligations due under this License Agreement as of the date when a minimum commitment payment is due, such excess shall be referred to as a “Shortfall Balance”. A Shortfall Balance shall only be used to offset royalty obligations due under this License Agreement (A) during the two (2) Periods of this License Agreement after the Amendment Effective Date, and (B) to the extent, and for the amount, that such royalty obligations exceed the minimum commitment payment then due under this License Agreement; and

(v) The Shortfall Balance shall not be applied to (A) royalty obligations due under any other License Agreement; or (B) any payment due to the AR.

(c) COMPANY agrees to pay MS the royalty rate set forth in the Product and Royalty Schedule(s) for each unit of Licensed Product licensed, distributed or put in use by COMPANY. No royalty shall accrue to MS for Licensed Product shipped to replace units defective in media or reproduction, provided that COMPANY distributes such replacement copies directly to end users (without use of the Channel or other intermediaries) at no charge, except for COMPANY’s reasonable cost of materials and shipping and handling costs. If COMPANY ships a replacement Device for a Device that is returned to COMPANY under COMPANY’s customary return policies, COMPANY shall not be required to pay a royalty for such replacement Device. If such returned Device is to be sold as a new Device, the returned Device shall be subject to Sections 2(e)-(g). If COMPANY refunds to an end user or the Channel all or substantially all of the purchase price of a Device that is returned to COMPANY under COMPANY’s customary return policies, COMPANY may claim a credit against royalty payments owed to MS under the Agreement in the amount of the royalty previously paid or payable to MS for the Licensed Product distributed on such returned Device. If COMPANY subsequently redistributes such returned Device for which a replacement unit was shipped or for which a credit was given by MS, COMPANY shall pay MS the royalty for the Licensed Product installed on such redistributed Device. Without limiting the foregoing, if COMPANY subsequently redistributes a returned Device for which no credit was given by MS, then no additional royalty shall accrue to MS for Licensed Product installed on such redistributed Device.

(d) MS may in good faith require ARs to refuse or limit orders placed by COMPANY which are in quantities greater than COMPANY will be able to (i) distribute, such that after six (6) months of COMPANY’s first commercial shipment of a Licensed Product, COMPANY has ordered more than four (4) times the number of COA’s for such Licensed Product shipped by COMPANY in the month prior, unless such increase was forecasted by COMPANY to MS in advance, or (ii) make timely payment for in compliance with this License Agreement, such that COMPANY is more than ninety (90) days late in the payment of any undisputed royalties owed under this Agreement. MS shall provide immediate notice to COMPANY in such event.

(e) Royalties are separate from, and in addition to, any charges by the AR. Royalties also exclude any taxes, duties, fees, excises or tariffs imposed on any of COMPANY’s activities in connection with this License Agreement. Such charges, taxes, duties, fees, excises or tariffs, if any, shall be paid by COMPANY.

(f) If COMPANY distributes any Licensed Product in violation of this License Agreement, then MS, without limiting its remedies, may demand and COMPANY agrees to pay MS an additional royalty equal to [***] of the royalty for the Licensed Product(s) distributed in violation. COMPANY shall pay such additional royalty within thirty (30) days of receipt of MS’ invoice. Any such additional royalty shall be in lieu of, and not in addition to, any interest charge as set forth in Section 3(b) above (i.e. COMPANY shall not be required to pay both an interest charge under Section 3(b) and an additional royalty under this Section 3(f)).

(g) If COMPANY is required by any non-U.S.A. tax authority to withhold income taxes on payments to MS, then COMPANY may deduct such taxes from the amount owed MS and shall pay them to the appropriate tax authority, provided that within sixty (60) days of such payment, COMPANY delivers to MS an official receipt for any such taxes withheld or other documents necessary to enable MS to claim a U.S.A. Foreign Tax Credit. If COMPANY is located in a jurisdiction that utilizes the Value Added Tax or sales tax numbers (“VAT Number”) for tax identification purpose, COMPANY’s VAT Number shall be provided in the Addresses Schedule.

(h) If COMPANY conducts business in the U.S.A. and qualifies for a state resale tax exempt certificate, then COMPANY shall provide MS with a copy of its U.S.A. state resale tax exempt certificate, if applicable, with this License Agreement when it is returned for signature by MS.

(i) Upon request by MS, COMPANY shall provide MS with COMPANY’s current publicly available audited financial statements.

(j) COMPANY shall manage all COAs and other APM in the following manner:

(i) COMPANY shall maintain accurate and complete distribution records of COAs and other APM distributed by or for COMPANY;

(ii) For COAs damaged irreparably during the ordinary course of COMPANY’s business, COMPANY shall:

(A) maintain a log in the format specified by MS of each damaged (or destroyed) COA that includes the date damaged (or destroyed), Licensed Product name, COA number, and cause of damage (or destruction);

(B) if the COA is physically attached to the APM, destroy the remainder of the APM unit not including the COA itself (i.e., manual, disks, CD); and

(C) return each damaged COA to the AR from which such COA was purchased.

(iii) On a monthly basis, COMPANY will account for and reconcile all COAs in inventory, both on an individual basis for COMPANY and each COMPANY Subsidiary and Third Party Installer, if applicable, and on a consolidated basis. The reconciliation

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

will account for beginning and ending COA inventory, COA acquisitions from ARs, COA distribution with Devices, customer returns, and COAs affixed to Devices or other APM that cannot be distributed for any reason. COMPANY will make this reconciliation available to MS upon request. COMPANY shall pay MS the royalty applicable to the Licensed Product for (A) the difference between the number of COAs acquired from ARs and the number of Devices distributed by COMPANY with COAs properly affixed or included, less (B) the number of COAs that can be shown to the reasonable satisfaction of MS to be in COMPANY’s possession or properly returned to the AR; and

(iv) If for any reason COMPANY encounters a situation requiring the return of COAs, COMPANY shall manage such return in accordance with the then current Licensing and Operations Resource Guide located on the Embedded Systems Website.”

6. Section 14 of the Agreement is hereby deleted and replaced with the following:

“14. TERM.

The duration of this License Agreement shall run from the Effective Date until the Expiration Date.”

7. The Third Party Installer Schedule is hereby amended to include the following Section (b)(9):

“(9) Third Party Installer may reinstall the original Image or install an Update on a Device that has been returned to COMPANY by end user for repair. Third Party Installer can redistribute such Device to COMPANY’s end user on behalf of COMPANY. No royalty shall accrue to MS for Licensed Product for such repaired Devices.

8. As of the effective date of this Amendment, the Product and Royalty Schedule for Microsoft^® Windows Mobile^® Version 5.0 Software for Pocket PC of the Agreement is hereby deleted and replaced with the attached Product and Royalty Schedule for Microsoft^® Windows Mobile^® Version 5.0 Software for Pocket PC.

9. As of the effective date of this Amendment, the Product and Royalty Schedule for Mobility Applications is hereby deleted and replaced with the attached Product and Royalty Schedule for Mobility Applications.

All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. The terms of this Amendment shall supersede any inconsistent terms contained in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

MICROSOFT LICENSING, GP	PALM, INC.
A general partnership organized under the laws of: State of Nevada, USA	A Corporation organized under the laws of Delaware, USA
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
Sr. Program Manager	President and CEO
Title	Title
March 9, 2007	February 28, 2007
Date	Date

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

MONTHLY PAYMENT SCHEDULE

First Period of this License Agreement

Date	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
45 days from the Effective Date of this License Agreement (payment due upon signing)	$	[***]	$	[***]
End of calendar month in which the Licensed Product is first licensed or distributed for revenue or equivalent consideration Occurs (“First Payment Date”) 12/1/2005	$	[***]	$	[***]
1 month after the First Payment Date	$	[***]	$	[***]
2 months after the First Payment Date	$	[***]	$	[***]
3 months after the First Payment Date	$	[***]	$	[***]
4 months after the First Payment Date	$	[***]	$	[***]
5 months after the First Payment Date	$	[***]	$	[***]
6 months after the First Payment Date	$	[***]	$	[***]
7 months after the First Payment Date	$	[***]	$	[***]
8 months after the First Payment Date	$	[***]	$	[***]
9 months after the First Payment Date	$	[***]	$	[***]
10 months after the First Payment Date	$	[***]	$	[***]
11 months after the First Payment Date	$	[***]	$	[***]
Total First Period Monthly Payments of this License Agreement	$	[***]	$	[***]

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

MINIMUM COMMITMENT SCHEDULE

Second Period of this License Agreement

	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
December 31st , 2006 (“Second Period Date”)	$	[***]	$	[***]
1 month after the Second Period Date	$	[***]	$	[***]
2 months after the Second Period Date	$	[***]	$	[***]
3 months after the Second Period Date	$	[***]	$	[***]
4 months after the Second Period Date	$	[***]	$	[***]
5 months after the Second Period Date	$	[***]	$	[***]
6 months after the Second Period Date	$	[***]	$	[***]
7 months after the Second Period Date	$	[***]	$	[***]
8 months after the Second Period Date	$	[***]	$	[***]
9 months after the Second Period Date	$	[***]	$	[***]
10 months after the Second Period Date	$	[***]	$	[***]
11 months after the Second Period Date	$	[***]	$	[***]
	$	[***]	$	[***]
Total Second Period Minimum Commitments of the License Agreement	$	[***]	$	[***]

Third Period of this License Agreement

	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
December 31st , 2007 (“Third Period Date”)	$	[***]	$	[***]
1 month after the Third Period Date	$	[***]	$	[***]
2 months after the Third Period Date	$	[***]	$	[***]
3 months after the Third Period Date	$	[***]	$	[***]
4 months after the Third Period Date	$	[***]	$	[***]
5 months after the Third Period Date	$	[***]	$	[***]
6 months after the Third Period Date	$	[***]	$	[***]
7 months after the Third Period Date	$	[***]	$	[***]
8 months after the Third Period Date	$	[***]	$	[***]
9 months after the Third Period Date	$	[***]	$	[***]
10 months after the Third Period Date	$	[***]	$	[***]
11 months after the Third Period Date	$	[***]	$	[***]
Total Third Period Minimum Commitment of the License Agreement	$	[***]	$	[***]

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

PRODUCT AND ROYALTY SCHEDULE

MICROSOFT^® WINDOWS MOBILE^® VERSION 5.0 SOFTWARE FOR POCKET PC

PRODUCT TABLE

Product Name and Version	Licensable Part Number	Applicable Additional Provisions	Royalty **
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Western Languages)	E03-01294	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Western Languages)	E03-01295	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Western Languages) with Microsoft Outlook® 2002	E03-01296	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Western Languages) with Microsoft Outlook® 2002	E03-01297	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Western Languages), UPGRADE	E03-01298	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Western Languages), UPGRADE	E03-01299	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Western Languages) with Microsoft Outlook® 2002, UPGRADE	E03-01300	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Western Languages) with Microsoft Outlook® 2002, UPGRADE	E03-01301	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Far East Languages)	E03-01302	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Far East Languages)	E03-01303	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Far East Languages) with Microsoft Outlook® 2002	E03-01304	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Far East Languages) with Microsoft Outlook® 2002	E03-01305	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349)

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

Product Name and Version	Licensable Part Number	Applicable Additional Provisions	Royalty **
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Far East Languages), UPGRADE	E03-01306	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Far East Languages), UPGRADE	E03-01307	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Far East Languages) with Microsoft Outlook® 2002, UPGRADE	E03-01308	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Far East Languages) with Microsoft Outlook® 2002, UPGRADE	E03-01309	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Western Languages)	R53-00703	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Western Languages)	R53-00704	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2350)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Western Languages) with Microsoft Outlook® 2002	R53-00705	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349), (2350)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Western Languages) with Microsoft Outlook® 2002	R53-00706	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349), (2350)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Western Languages), UPGRADE	R53-00707	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Western Languages), UPGRADE	R53-00708	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Western Languages) with Microsoft Outlook® 2002, UPGRADE	R53-00709	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Western Languages) with Microsoft Outlook® 2002, UPGRADE	R53-00710	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2349), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Far East Languages)	R53-00711	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348)	US$[***]

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Product Name and Version	Licensable Part Number	Applicable Additional Provisions	Royalty **
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Far East Languages)	R53-00712	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2350)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Far East Languages) with Microsoft Outlook® 2002	R53-00713	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349), (2350)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Far East Languages) with Microsoft Outlook® 2002	R53-00714	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349), (2350)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Far East Languages), UPGRADE	R53-00715	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Far East Languages), UPGRADE	R53-00716	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Far East Languages) with Microsoft Outlook® 2002, UPGRADE	R53-00717	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349), (2350), (2351)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Far East Languages) with Microsoft Outlook® 2002, UPGRADE	R53-00718	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2349), (2350), (2351)

* Language versions are licensed only on an if and as available basis. Far East Languages include Simplified Chinese, Traditional Chinese, Japanese, English and Korean. Western European Languages include Brazilian, Czech, Danish, Dutch, English, Finnish, French, German, Greek, Italian, Norwegian, Polish, Portuguese, Russian, Spanish, and Swedish

** A Licensed Product is not licensed hereunder unless royalty rate(s) are indicated in the Licensed Product table.

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ADDITIONAL PROVISIONS KEY

The following provisions (“Additional Provisions”) apply to the Licensed Product(s) as indicated above and are in addition to the General Terms and Conditions of this License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions.

(2134) COMPANY may install this Licensed Product as permitted in the Licensed Product Deliverables documentation. COMPANY is not licensed to, and agrees that it will not, modify in any way, or delete any aspect of this Licensed Product as delivered by MS in the Licensed Product Deliverables, except if and as specifically permitted in the Licensed Product Deliverables documentation, or as otherwise agreed in writing by the parties, including, but not limited to, those modifications and/or deletions permitted under the Development and Marketing Agreement (the “Collaboration Agreement”) entered into between COMPANY and MSCORP as of May 26, 2004 (collectively, the “Allowable Modifications”).

(2135) Logo. COMPANY may display the “Designed for Windows Mobile” logo, or other logo(s) specified by MSCORP and MS, in accordance with a separate logo license agreement to be executed between COMPANY and MSCORP, on all Devices and related materials distributed by COMPANY. COMPANY acknowledges that MSCORP and MS may at any time discontinue, modify or replace the use of the “Designed for Windows Mobile” logo, and agrees to negotiate with MSCORP and/or MS in good faith any amendments to this License Agreement or the logo license agreement or separate agreements necessary in connection with any replacement to the “Designed for Windows Mobile” logo program. COMPANY shall have a reasonable period of time to implement any modified or replaced logos.

(2137) Handwriting Recognition. The Licensed Product may include handwriting recognition component(s). COMPANY acknowledges and agrees that:

(a) handwriting recognition is an inherently statistical process;

(b) errors can occur in the component’s recognition of the end-user’s handwriting, and the final conversion into text; and

(c) neither MS nor its Suppliers shall be liable for any damages to any party arising out of errors in the handwriting recognition process.

(2138) In addition to Section 7(a) of the General Terms and Conditions, COMPANY shall enter into a Microsoft Premier Support Agreement in conjunction with this License Agreement, or shall demonstrate to MS that COMPANY has obtained or arranged an equivalent level of support independently.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against all damages, costs and attorneys’ fees arising from claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139 (b) (iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of he claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

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(2140) COMPANY’s Companion CD.

(a) For purposes of this License Agreement, COMPANY is hereby licensed to use the MS Companion CD to create a distributable CD (“COMPANY’s Companion CD”), in accordance with the Licensed Product Deliverables documentation. In addition to the MS Companion CD contents, COMPANY shall add the following to COMPANY’s Companion CD: (i) COMPANY’s logo; and (ii) non-Microsoft software owned or licensed by COMPANY that COMPANY chooses to include on COMPANY’s Companion CD (“COMPANY Software”).

(b) The grant in this Additional Provision is subject to the conditions that (i) COMPANY owns or maintains effective licenses for the COMPANY Software and (ii) COMPANY contractually obligates its Channel to Section 2(b) of this License Agreement.

(c) In creating COMPANY’s Companion CD, COMPANY shall transfer all files from MS Companion CD to COMPANY’s Companion CD, and may not modify, obscure or omit any files contained on the MS Companion CD, except as expressly authorized by the Licensed Product Deliverables documentation.

(d) COMPANY may not transfer or copy any files contained on the MS Companion CD to any media other than COMPANY’s Companion CD.

(e) COMPANY may not engage an AR to replicate COMPANY’s Companion CD until COMPANY receives notice from MS that COMPANY’s Companion CD has passed the MSCORP Compatibility Test as outlined in the Licensed Product Deliverables.

(f) If COMPANY engages an AR to replicate COMPANY’s Companion CD before COMPANY receives such MS approval, neither MS nor its Suppliers shall be responsible for any costs or damages incurred by COMPANY (including, without limitation, costs or damages incurred if MS requires changes to COMPANY’s Companion CD).

(g) COMPANY shall distribute COMPANY’s Companion CD (i) in the form and packaging as received from the AR and (ii) only in the Device packaging. Notwithstanding AP 2140(g)(ii), COMPANY or COMPANY’s authorized service representative may distribute a replacement COMPANY’s Companion CD separate from the Device if each of the following are satisfied: (1) such replacement COMPANY’s Companion CD is provided to a Device end user for support purposes (e.g. the COMPANY’s Companion CD was lost or destroyed by the Device end user); (2) COMPANY shall use commercially reasonable efforts to authenticate the Device end user prior to distributing the replacement COMPANY’s Companion CD: (3) such replacement COMPANY’s Companion CD shall be distributed directly from the COMPANY or COMPANY’s authorized service representative to the Device end user and not distributed through the Channel; and (4) no more than 2 replacement COMPANY’s Companion CD’s may be distributed to the same Device end user.

(h) COMPANY hereby agrees that it owns all right, title and interest in, or has all necessary rights to authorize the AR to replicate, the COMPANY Software. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against any and all third party claims or demands, or any other liability or damages whatsoever arising out of or related to the replication, licensing, distribution, or use of the COMPANY Software subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2140h(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

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(2151) (a) The Licensed Product Deliverables includes sample code located at: %_WINCEROOT%\PUBLIC\COMMON\OAK\DRIVERS\BLUETOOTH\SAMPLE (collectively, “Bluetooth Sample Code”). Prior to distribution of the Bluetooth Sample Code with an Image on a Device, COMPANY shall pass the Bluetooth Tests (defined below). “Bluetooth Tests” means a standard series of tests, as amended from time to time, to determine compliance with the Bluetooth certification process described at [***] or such other location that may be designated from time to time.

(b) NOTWITHSTANDING ANYTHING TO CONTRARY IN THIS LICENSE AGREEMENT, THE BLUETOOTH SAMPLE CODE IS PROVIDED “AS IS” AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, NONINFRINGEMENT, ACCURACY, AND EFFORT IS WITH COMPANY. WITH RESPECT TO THE BLUETOOTH SAMPLE CODE, MS, MSCORP AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OTHERWISE SET FORTH IN THE LICENSE AGREEMENT, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE BLUETOOTH SAMPLE CODE OR ANY IMAGE INCLUDING THE BLUETOOTH SAMPLE CODE WILL OPERATE PROPERLY ON ANY DEVICES. MS, MSCORP, AND THEIR SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE BLUETOOTH SAMPLE CODE OR AGAINST INFRINGEMENT.

(2153) COMPANY shall advise the end user which language versions of Licensed Product that have been preinstalled on the Device.

(2187) Licensed Product Version. COMPANY’s distribution license applies only to the Licensed Product version(s) as indicated in the table above. The version configurations are described in the Licensed Product Deliverables documentation. A Licensed Product release will be designated by an increase in the version number, year designation or as MS may otherwise designate.

(2348) Licensed Product Edition. COMPANY’s distribution license applies only to the Licensed Product edition(s), (i.e. Standard, Premium or Phone Edition), as indicated in the table above. The edition configurations are described in the Licensed Product Deliverables documentation.

(2349) Outlook 2002 Limited Distribution.

(a) COMPANY’s license to distribute this Licensed Product, that includes Outlook 2002, shall expire when the License Agreement expires or terminates or, if earlier, on March 31, 2007.

(b) The Microsoft Outlook 2002 software for desktop computers shall only be distributed as part of COMPANY’s Companion CD. COMPANY shall not advertise, provide a separate price for, or otherwise market the Outlook 2002 software for desktop computers.

(2350) COMPANY and MS agree that the following provisions shall apply with respect to this Licensed Product:

(a) COMPANY or Mobile Operators shall be responsible for compliance with all applicable telecommunications laws and regulations relating to the Devices. COMPANY shall indemnify, defend and hold MS and its Suppliers harmless with respect to any damages, losses, complaints, suits or fines resulting from COMPANY’s or any Mobile Operator’s failure to obtain or maintain any required permit, approval, license or certification or failure to comply with any regulation, statute, order or decree applicable to the Devices subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2350a(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(b) Between the parties, COMPANY shall be solely responsible for all negotiations, agreements, tests, and other required actions with Mobile Operators with respect to the use of the Devices on such Mobile Operator’s network.

(c) COMPANY acknowledges and agrees that MS may independently negotiate marketing and other arrangements with Mobile Operators, retailers, distributors, and/or other Channel members supporting the Devices, provided that such arrangements shall not modify existing obligations of or impose additional obligations upon COMPANY or involve the usage of COMPANY’s logos or trademarks without the written approval of COMPANY which shall not be unreasonably withheld provided that any usage of COMPANY’s trademarks, logos, or product images shall be pursuant to the terms of a signed written agreement between the parties.

(d) COMPANY shall:

(i) contractually prohibit Mobile Operators from removing, modifying or suppressing any part of the Image, except as otherwise permitted by the Licensed Product Deliverables. Notwithstanding the foregoing, COMPANY may provide Mobile Operators with Supplemental Code and Updates, for distribution by such Mobile Operators to end users on external media only, after passing applicable testing with respect to the updated Image; and

(ii) use commercially reasonable efforts to contractually prohibit Mobile Operations from configuring any programs (including without limitation any default “Today pages”, “shells”, “screen savers”), “wizards” or other content to be enabled, run or initialized automatically (i.e., without requiring a deliberate act of the end user) from an icon, URL, or folder on the UI Screen or the Desktop Screen or otherwise. By way of example only, and without limiting the generality of the foregoing, Mobile Operators must agree that it shall not populate with any programs or other content the Licensed Product software “Start-up” directory, initialization or other files in any manner which will

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cause any program or content to run or load automatically upon power on, except for device drivers necessary to support preinstalled or preconfigured hardware devices (e.g., LCD panels, keyboards, etc.). This provision applies to New Devices launched after the Amendment Date.

(e) (i) MS shall have no responsibility hereunder to provide support services to any Mobile Operator or any end user of the Devices. MS may make available support service agreements to Mobile Operators or end users, with respect to the Device(s) and/or similar devices of other manufacturers incorporating the Licensed Product; and

(ii) COMPANY shall provide or shall ensure that the applicable Mobile Operator provides support services to end users of the Device.

(f) MS makes no representation or warranty that Devices operated with the Licensed Product will be compatible with the network structure of any particular Mobile Operator.

(g) MS has not obtained or conveyed to COMPANY (and COMPANY itself shall be responsible for obtaining) any necessary patent and other intellectual property licenses with respect to the use of any underlying intellectual property applicable to standards (collectively “Standards”) implemented in COMPANY’s Devices including, without limitation: Global System for Mobile (Communications) (GSM); General Packet Radio Service (GPRS); and Code Division Multiple Access (CDMA) and Single Carrier Radio Transmission Technology (CDMA/1xRTT). The foregoing shall not apply to Standards that are fully implemented in the Licensed Product unless MS expressly provides notice to COMPANY to the contrary in the License Agreement, the Licensed Product Deliverables documentation or in the documentation accompanying Supplemental Code implemented by COMPANY (excluding any mandatory Supplemental Code distributed by MS solely for the purposes of transferring an obligation to pay third party royalties for Standards from MS to COMPANY). For clarification, COMPANY shall itself be responsible for obtaining any intellectual property licenses related to the SMPTE VD-1 Standard.

(2351) Upgrade Image.

(a) For purposes of this Additional Provision, the following terms shall have the indicated meanings:

(i) “Existing Pocket PC Device” means Device(s) listed in the table of this Additional Provision, which have been distributed by COMPANY to end users containing an Existing Pocket PC Image.

(ii) “Existing Pocket PC Image” means an Image containing a Predecessor Pocket PC Version of the Licensed Product obtained by COMPANY under a valid license with MS.

(iii) “Predecessor Pocket PC Version” means a properly licensed version of any of the following products:

1 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Professional Edition with Microsoft Outlook^® 2002

2 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium Edition with Microsoft Outlook^® 2002

3 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Professional Edition

4 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium Edition

5 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS) with Microsoft Outlook^® 2002

6 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS)

7 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT) with Microsoft Outlook^® 2002

8 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT)

(iv) “Upgrade Pocket PC Image” means an Image that completely replaces the Existing Pocket PC Image.

(b) MS grants COMPANY the right to distribute, directly or through its Channel, one (1) Upgrade Pocket PC Image to each licensed end user of an Existing Pocket PC Device only to upgrade the end user’s Existing Pocket PC Device. COMPANY shall distribute, separate from a Device, the Upgrade Pocket PC Image either on external media or via COMPANY’s restricted access website as a download. Such license grant is subject to the following:

(i) COMPANY shall ensure that the Upgrade Pocket PC Image completely replaces the Existing Pocket PC Image upon installation (end user data and/or end user configuration settings may remain intact);

(ii) COMPANY shall configure the Upgrade Pocket PC Image to ensure that it executes solely on the applicable Existing Pocket PC Device and will not function or install on any other device or system;

(iii) COMPANY shall configure the Upgrade Pocket PC Image to ensure that it will not function or install on an Existing Pocket PC Device until a commercially reasonable authentication process of the Existing Pocket PC Device and Existing Pocket PC Image is performed;

(iv) COMPANY shall establish a commercially reasonable procedure to assure the return or destruction of any replaced Existing Pocket PC Image (for example, an Upgrade Pocket PC Image that erases or permanently disables the replaced Existing Pocket PC Image would satisfy this requirement);

(v) (1) Upon request of a licensed end user, COMPANY may distribute a single copy of an Upgrade Pocket PC Image on external media to the licensed end user and such copy may be used by the licensed end user, COMPANY, or an authorized service representative of either the licensed end user or COMPANY to install the Upgrade Pocket PC Image on such end user’s additional units of the same Existing Pocket PC Device which contain the same Existing Pocket PC Image (for example, the Upgrade Pocket PC Image may be installed via the licensed end user’s internal network); and

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(2) In the event that COMPANY elects to provide the licensed end user with only a single copy of the Upgrade Pocket PC Image on external media for installation on more than one Existing Pocket PC Device as set forth above, COMPANY shall advise the licensed end user that the Upgrade Pocket PC Image may only be installed onto the additional units of the same Existing Pocket PC Device. Additionally, with regard to each licensed end user, COMPANY shall confirm the number of copies of the Upgrade Pocket PC Image required by the end user prior to distribution of the single copy of the Upgrade Pocket PC Image and shall clearly specify the confirmed number (A) on the EULA accompanying the Upgrade Pocket PC Image (i.e., COMPANY may provide the following conspicuously on the EULA: “Authorized Number of Installations of the Upgrade Pocket PC Image =             ”) or (B) in a separate notice to the licensed end user. COMPANY shall instruct licensed end users to keep such EULA or notice for their records;

(vi) (1) COMPANY shall distribute the EULA terms in accordance with Attachment 1 hereto in such a manner that the EULA terms are guaranteed to be distributed with the Upgrade Pocket PC Image (for example, in the desktop installer utility software would satisfy this requirement).

(2) in addition to the provisions of Attachment 1, COMPANY shall include the following additional text in the EULA being distributed with Upgrade Pocket PC Image media:

[Insert after “Microsoft^® Outlook^®” paragraph of EULA:]

Upgrade Software. [COMPANY] is distributing the accompanying SOFTWARE in this format exclusively for installation as an upgrade to previously distributed DEVICES preinstalled with one of the following: 1 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Professional Edition with Microsoft Outlook^® 2002: 2 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium Edition with Microsoft Outlook^® 2002: 3 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Professional Edition; 4 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium Edition; 5 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS) with Microsoft Outlook^® 2002; 6 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (GSM/GPRS); 7 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT) with Microsoft Outlook^® 2002; and 8 - Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, Premium with Phone Edition (CDMA/1xRTT).

Accordingly, you may follow the applicable instructions accompanying this SOFTWARE and install one (1) copy of the SOFTWARE on one (1) DEVICE presently containing a licensed copy of a predecessor version of the SOFTWARE (unless this EULA indicates that this SOFTWARE copy has been licensed for installation on multiple DEVICES). No representation or warranty is made by MS with respect to the compatibility of this SOFTWARE with any DEVICE or any other existing software or data of any kind contained on such DEVICES, and MS shall not be responsible in any regard with respect to any loss, corruption, modification or inaccessibility of any data, applications or other software resulting from the installation of the SOFTWARE on any DEVICE. The media containing the SOFTWARE shall replace the previous Recovery Image media, if any, and may be maintained by you for recovery purposes only for the upgraded DEVICE, as provided below in this EULA under the heading “Recovery Media.”

(3) the following statement must be displayed either on a break-the-seal label or printed prominently on the Upgrade Pocket PC Image packaging:

“Use of the software on the enclosed media or installed on the system is subject to the terms of the end user license agreement. You should not use the software program until you have read the end user license agreement. By using the software, you signify that you have read the end user license agreement and accept its terms.”

(vii) Upgrade Pocket PC Image Packaging Specifics:

(1) Title: The title should clearly identify the software contained on the media and name of the COMPANY providing it.

(2) Licensed Product Usage Text: This text must (A) identify the purpose of the media as upgrade of pre-installed software only; (B) identify the COMPANY; and (C) underscore that the COMPANY is solely responsible for performance of the upgraded software.

(3) Copyright Text: The following copyright text must be included on the media label: Portions ^© 2006, Microsoft Corporation. All Rights Reserved.

(4) Media Label Text: the Upgrade Pocket PC Image media shall be clearly labeled “For Upgrade Purposes Only – not for use on a new Device. For use only with <Name and Model of the Device>”.

(5) Except as provided above, no MS or Suppliers or third party product names and/or logos may be listed on the media label or packaging artwork.

(c) If COMPANY makes Upgrade Pocket PC Images available on COMPANY’s restricted access website as a download, COMPANY shall comply with the following additional terms and conditions. COMPANY shall:

(i) make the Upgrade Pocket PC Images available only on the “customer support” section of its website;

(ii) state the purpose of the Upgrade Pocket PC Images and the Existing Pocket PC Devices on which end users may install and use the Upgrade Pocket PC Images;

(iii) ensure that prior to downloading of the Upgrade Pocket PC Image, the end user accepts the following additional EULA terms in a manner that forms a contract binding to the end user: “This software is provided only for use with, and for licensed end users of, the <Name and Model of the Device>. Use of the software is subject to the accompanying end user license agreement. Any other use of this software is strictly prohibited and may subject you to legal action”;

(iv) ensure that a commercially reasonable authentication process occurs prior to download of the Upgrade Pocket PC Images, which includes authentication of both the Existing Pocket PC Image and Existing Pocket PC Device;

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(v) provide each end user with an electronic and/or hardcopy invoice as proof of purchase for each downloaded copy of the Upgrade Pocket PC Image; and

(vi) maintain accurate records of the number of Upgrade Pocket PC Images distributed, including serial numbers of Existing Pocket PC Devices on which such Upgrade Pocket PC Images were installed. COMPANY shall provide copies of such records to MS upon request.

(d) (i) COMPANY shall distribute one (1) COA correctly identifying the Licensed Product affixed to the APM distributed with the Upgrade Pocket PC Image.

(ii) Notwithstanding the foregoing, COMPANY shall not distribute a COA for (1) copies of Upgrade Pocket PC Images placed in use on additional units of the same model of Device pursuant to subsection (b)(v); above and (2) copies of Upgrade Pocket PC Images downloaded pursuant to subsection (c).

(e) COMPANY shall advise the licensed end user that the Upgrade Pocket PC Image media, if any, shall replace the previous Recovery Image media, if any, and may be maintained by the licensed end user for recovery purposes for the upgraded Existing Pocket PC Device. COMPANY shall establish a commercially reasonable procedure to assure the return or destruction of any replaced Recovery Image media.

(f) COMPANY shall reproduce the Upgrade Pocket PC Image only: (i) on COMPANY premises by: (A) COMPANY employees, or (B) Contractors; or (ii) have reproduction performed through an AR. COMPANY shall be responsible for any fees or costs imposed by an AR for reproduction services.

(g) COMPANY shall report the number of Upgrade Pocket PC Images distributed separately on its royalty report to MS. COMPANY shall pay the applicable Licensed Product royalty set forth in the Product and Royalty Schedule for each copy of Licensed Product Binaries distributed as a component of the Upgrade Pocket PC Image, or placed in use by an end user pursuant to subsection (b)(v) above.

(2352) COMPANY shall be responsible for complying with applicable laws and regulations and providing appropriate warnings and disclaimers to end users related to an end user’s use of the Device, including without limitation, while operating a motor vehicle.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

DEVICE TABLE

Model Name/ Model Number	R53-00703	R53-00704	R53-00705	R53-00706	R53-00711	R53-00712	R53-00713	R53-00714
Treo Series	C	C	C	C	C	C	C	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

ATTACHMENT 1

EULA TERMS

COMPANY shall sublicense the Licensed Product to end users by means of a EULA. COMPANY shall provide clear notice to Device customers before or at the time of purchase that the Device contains software that is subject to a license and that customer must agree to that license before it may use the Device. COMPANY shall distribute the EULA in a manner that forms a contract binding the end user to

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the EULA terms under applicable law. The EULA shall contain the following terms. COMPANY may also include additional terms in the EULA, so long as they are no less protective of MS than the terms set forth below. COMPANY shall substitute its name for the bracketed text [COMPANY] in the EULA text below.

The following EULA terms and conditions apply to the MS operating system, not COMPANY’s software or hardware. COMPANY shall determine the need for, and shall prepare and distribute its own end user terms, conditions, restrictions and disclaimers applicable to COMPANY’s software and to hardware portions of the Device(s), in a manner intended to protect COMPANY, MS, MSCORP and their affiliates from claims arising in whole or in part in relation to COMPANY’s software and hardware.

REQUIRED EULA TEXT:

• You have acquired a device (“DEVICE”) that includes software licensed by [COMPANY] from an affiliate of Microsoft Corporation (“MS”). Those installed software products of MS origin, as well as associated media, printed materials, and “online” or electronic documentation (“SOFTWARE”) are protected by international intellectual property laws and treaties. The SOFTWARE is licensed, not sold. All rights reserved.

• IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT (“EULA”), DO NOT USE THE DEVICE OR COPY THE SOFTWARE. INSTEAD, PROMPTLY CONTACT [COMPANY] FOR INSTRUCTIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS CONSENT).

• SOFTWARE includes software already installed on the DEVICE (“DEVICE Software”) and MS software contained on the CD-ROM disk (“Companion CD”).

GRANT OF SOFTWARE LICENSE. This EULA grants you the following license:

DEVICE Software. You may use the DEVICE Software as installed on the DEVICE.

Companion CD. A Companion CD is included with your DEVICE, and you may install and use the Microsoft^® ActiveSync^® component on one (1) or more personal computers to exchange information with one (1) or more computing devices that contain a compatible version of the Microsoft^® Windows Mobile^® Version 5.0 operating system. For other software component(s) contained on the Companion CD, you may install and use such components only in accordance with the terms of the printed or online end user license agreement(s) provided with such component(s). In the absence of an end user license agreement for particular component(s) of the Companion CD, you may install and use only one (1) copy of such component(s) on the DEVICE or a single personal computer with which you use the DEVICE.

Phone Functionality. If the DEVICE Software includes phone functionality, all or certain portions of the DEVICE Software may be inoperable if you do not have and maintain a service account with an appropriate wireless telecommunication carrier to whom [COMPANY] may distribute its DEVICES (“Mobile Operator”),or if the Mobile Operator’s network facilities are not operating or configured to operate with the DEVICE.

Microsoft^® Outlook^®. If Microsoft Outlook is included with your Device, the following terms apply to your use of Microsoft Outlook: (i) regardless of the information contained in the “Software Installation and Use” section of the online EULA you may install one (1) copy of Microsoft Outlook on one (1) personal computer to use, exchange data, share data, access and interact with the DEVICE, and (ii) the EULA for Microsoft Outlook is between [COMPANY] and the end user – not between the PC manufacturer and end user.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

• Speech/Handwriting Recognition. If the DEVICE Software includes speech and/or handwriting recognition component(s), you should understand that speech and handwriting recognition are inherently statistical processes and that errors can occur in the component’s recognition of your handwriting, and the final conversion into text. Neither [COMPANY] nor its suppliers shall be liable for any damages arising out of errors in the speech and handwriting recognition process.

• Limitations on Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

• Single EULA. The package for the DEVICE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the software). Even if you receive multiple versions of the EULA, you are licensed to use only one (1) copy of the DEVICE Software.

• NOTICE REGARDING THE MPEG-4 VISUAL STANDARD. The DEVICE Software may include MPEG-4 visual decoding technology. MPEG LA, L.L.C. requires the following notice:

• USE OF THIS SOFTWARE IN ANY MANNER THAT COMPLIES WITH THE MPEG-4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE DIRECTLY RELATED TO (A) DATA OR INFORMATION (i) GENERATED BY AND OBTAINED WITHOUT CHARGE FROM A CONSUMER NOT THEREBY ENGAGED IN A BUSINESS ENTERPRISE, AND (ii) FOR PERSONAL USE ONLY; AND (B) OTHER USES SPECIFICALLY AND SEPARATELY LICENSED BY MPEG LA, L.L.C.

If you have questions regarding this Notice, please contact MPEG LA, L.L.C., 250 Steele Street, Suite 300, Denver, Colorado 80206; Telephone 303 331.1880; FAX 303 331.1879

• No Rental/Commercial Hosting. You may not rent, lease or lend or provide commercial hosting services with the SOFTWARE to others.

• SOFTWARE as Component of the Device – Software Transfer. The DEVICE Software is licensed with the DEVICE as a single integrated product. The DEVICE Software installed in read only memory (“ROM”) of the DEVICE may only be used as part of the DEVICE. Its component parts may not be separated for use on more than one Device, unless expressly permitted by this EULA. You may permanently

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transfer all of your rights under this EULA only as part of a sale or transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.

If the DEVICE Software includes phone functionality, you may not permanently transfer any of your rights under this EULA with regard to the DEVICE Software or Companion CD, except as permitted by the applicable Mobile Operator. In the event that the Mobile Operator permits such transfer, you may permanently transfer all of your rights under this EULA only as part of a sale or transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.

• Termination. Without prejudice to any other rights, [COMPANY] or MS may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

• Security Updates/Digital Rights Management. Content providers are using the digital rights management technology (“DRM”) contained in your DEVICE to protect the integrity of their content (“Secure Content”) so that their intellectual property, including copyright, in such content is not misappropriated. Portions of the DEVICE Software and third party applications such as media players use DRM to play Secure Content (“DRM Software”). If the DRM Software’s security has been compromised, owners of Secure Content (“Secure Content Owners”) may request that MS block the ability of DRM license servers and personal computers to deliver new licenses that enable an affected DEVICE to play Secure Content. This action does not alter the DRM Software’s ability to play unprotected content. A list of revoked DRM Software is sent to your DEVICE whenever you download a license for Secure Content from the Internet or from your personal computer. You therefore agree that MS may, in conjunction with such license, also download revocation lists onto your DEVICE on behalf of Secure Content Owners. MS will not retrieve any personally identifiable information, or any other information, from your DEVICE by downloading such revocation lists.

• Consent to Use of Data. You agree that MS, Microsoft Corporation, their affiliates and/or their designated agent may collect and use technical information gathered in any manner as part of product support services related to the SOFTWARE. MS, Microsoft Corporation, their affiliates and/or their designated agent may use this information solely to improve their products or to provide customized services or technologies to you. MS, Microsoft Corporation, their affiliates and/or their designated agent may disclose this information to others, but not in a form that personally identifies you.

• Internet Gaming/Update Features. If the DEVICE Software provides, and you choose to utilize, the Internet gaming or update features within the DEVICE Software, it is necessary to use certain computer system, hardware, and software information to implement the features. By using these features, you explicitly authorize MS, Microsoft Corporation and/or their designated agent to use this information solely to improve their products or to provide customized services or technologies to you. MS or Microsoft Corporation may disclose this information to others, but not in a form that personally identifies you.

• Internet-Based Services Components. The DEVICE Software may contain components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that MS, Microsoft Corporation, their affiliates and/or their designated agent may automatically check the version of the DEVICE Software and/or its components that you are utilizing and may provide upgrades or supplements to the DEVICE Software that may be automatically downloaded to your DEVICE.

• Additional Software/Services. The DEVICE Software may permit [COMPANY], MS, Microsoft Corporation, their affiliates and/or their designated agent to provide or make available to you SOFTWARE updates, supplements, add-on components, or Internet-based services components of the SOFTWARE after the date you obtain your initial copy of the SOFTWARE (“Supplemental Components”).

• If [COMPANY] provides or makes available to you Supplemental Components and no other EULA terms are provided along with the Supplemental Components, then the terms of this EULA shall apply.

• If MS, Microsoft Corporation, their affiliates and/or their designated agent make available Supplemental Components, and no other EULA terms are provided, then the terms of this EULA shall apply, except that the MS, Microsoft Corporation or affiliate entity providing the Supplemental Component(s) shall be the licensor of the Supplemental Component(s).

• [COMPANY], MS, Microsoft Corporation, their affiliates and/or their designated agent reserve the right to discontinue any Internet-based services provided to you or made available to you through the use of the DEVICE Software.

• Links to Third Party Sites. The DEVICE Software may provide you with the ability to link to third party sites through the use of the DEVICE Software. The third party sites are not under the control of MS, Microsoft Corporation, their affiliates and/or their designated agent. Neither MS nor Microsoft Corporation nor their affiliates nor their designated agents are responsible for (i) the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites, nor (ii) webcasting or any other form of transmission received from any third party sites. If the DEVICE Software provides links to third party sites, those links are provided to you only as a convenience, and the inclusion of any link does not imply an endorsement of the third party site by MS, Microsoft Corporation, their affiliates and/or their designated agents.

UPGRADES AND RECOVERY MEDIA.

• DEVICE Software. If the DEVICE Software is provided by [COMPANY] separate from the DEVICE on media such as a ROM chip, CD ROM disk(s) or via web download or other means, and is labeled “For Upgrade Purposes Only” you may install one (1) copy of such DEVICE Software onto the DEVICE as a replacement copy for the existing DEVICE Software, and use it in accordance with this EULA, including any additional EULA terms accompanying the upgrade DEVICE Software.

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• COMPANION CD. If any software component(s) is provided by [COMPANY] separate from the DEVICE on CD ROM disk(s) or via web download or other means, and labeled “For Upgrade Purposes Only”, you may (i) install and use one (1) copy of such component(s) on the computer(s) you use to exchange data with the DEVICE as a replacement copy for the existing Companion CD component(s).

• RECOVERY MEDIA. If SOFTWARE is provided by [COMPANY] on separate media labeled “Recovery Media” you may use the Recovery Media solely to restore or reinstall the SOFTWARE originally installed on your DEVICE

INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and “applets,” incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by MS or its suppliers (including Microsoft Corporation). The SOFTWARE is licensed, not sold. You may not copy the printed materials accompanying the SOFTWARE. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not specifically granted under this EULA are reserved by MS and its suppliers (including Microsoft Corporation). Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation.

TRADEMARKS. This EULA does not grant you any rights in connection with any trademarks or service marks of [COMPANY], MS, Microsoft Corporation, their affiliates or suppliers.

EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE is subject to U.S. and European Union export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see [***].

PRODUCT SUPPORT. Product support for the SOFTWARE is not provided by MS, Microsoft Corporation, or their affiliates. For product support, please refer to [COMPANY] support number provided in the documentation for the DEVICE. Should you have any questions concerning this EULA, or if you desire to contact [COMPANY] for any other reason, please refer to the address provided in the documentation for the DEVICE.

RESTRICTED USE. The SOFTWARE is not designed or intended for use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or other devices or systems in which a malfunction of the SOFTWARE would result in foreseeable risk of injury or death to the operator of the device or system, or to others.

NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, MS, MICROSOFT CORPORATION AND THEIR AFFILIATES SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (U.S. $250).

FOR APPLICABLE LIMITED WARRANTIES (IF ANY) AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO YOUR WARRANTY BOOKLET (IF ANY) INCLUDED WITH THIS PACKAGE OR PROVIDED WITH THE SOFTWARE PRINTED MATERIALS OR ELECTRONICALLY.

THE SOFTWARE IS PROVIDED “AS IS” AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. THERE ARE NO WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES OR NON-INFRINGEMENT, OR WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, ANY AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE DEVICE OR THE SOFTWARE IN A WARRANTY BOOKLET OR OTHERWISE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MS, MICROSOFT CORPORATION OR THEIR AFFILIATES.

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PRODUCT AND ROYALTY SCHEDULE

MOBILITY APPLICATIONS

PRODUCT TABLE

Product Name and Version	Licensable Part Number	Language Version *	Applicable Additional Provisions	Royalty **
Microsoft® Voice Command Version 1.5 for Windows Mobile®	T67-00024	(Non-specific)	(2139), (2159), (2160), (2161), (2162), (2163), (2182), (2183), (2184), (2185)	US$[***]

* Language versions are licensed only on an if and as available basis.

** A Licensed Product is not licensed hereunder unless royalty rate(s) are indicated in the Product Table and the Product is licensed for one or more Device(s) described in the Devices section of this License Agreement.

ADDITIONAL PROVISIONS KEY

The following provisions (“Additional Provisions”) apply to the Licensed Product(s) as indicated above and are in addition to the General Terms and Conditions of this License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against all damages, costs and attorneys’ fees arising from claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139b(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2159) COMPANY may install this Licensed Product as permitted in the Licensed Product Deliverables documentation. COMPANY is not licensed to, and agrees that it will not, modify in any way, or delete any aspect of this Licensed Product as delivered by MS in the Licensed Product Deliverables, except if and as specifically permitted in the Licensed Product Deliverables documentation.

(2160) This Licensed Product is designed for use with most versions of Microsoft^® Windows Mobile^® 2003 Software for Pocket PC (except for Microsoft^® Windows Mobile^® 2003 for Pocket PC, Shell Edition) and Microsoft^® Windows Mobile^® 2003 Software for Smartphone, and other products MS may designate from time to time as successor versions to such products, The Licensed Product may not function properly with other operating system products. COMPANY shall provide to the end user these and any other system requirements (including operating system requirements) for the desktop computer(s) with which the end user may use the Device prior to purchase and in the End User Documentation.

(2161) Although the Licensed Product includes the Speech Applications Programming Interface (“SAPI”), COMPANY is not licensed to distribute, license or put in use the SAPI other than for operation of the Licensed Product.

(2162) In addition to the required terms of the EULA in COMPANY’s License Agreement for Microsoft^® Windows Mobile^® 2003 Software for Pocket PC, the terms of Attachment 2 shall be added to such EULA, unless such terms were previously incorporated into the Windows Mobile 2003 Software for Pocket PC required EULA terms. [Insert after the “NOTICE REGARDING THE MPEG-4 VISUAL STANDARD” paragraph of EULA.]

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(2163) COMPANY shall (a) distribute the end user warnings set forth in Attachment 3 (“End User Notice”), with each Device: (b) distribute the End User Notice in the primary language of the jurisdiction(s) in which COMPANY distributes the Device: and (c) present the End User Notice in a conspicuous manner, e.g., via the Device display and/or on the first pages of the Device End User Documentation. COMPANY may not alter or remove the text set forth in Attachment 3. Notwithstanding the foregoing, COMPANY may include additional text in the End User Notice so long as the additional text is no less protective of MS than the text set forth in Attachment 3.

COMPANY shall contractually obligate (e.g. by contract, invoice or other written instrument) the Channel to deliver the End User Notice together with each Device.

(2182) The Licensed Product includes speech recognition component(s).

COMPANY acknowledges and understands that: (a) speech recognition is inherently a statistical process; and (b) recognition errors are inherent in the process of speech recognition. COMPANY shall not distribute any advertising, promotional materials, or other materials related to the Device which contain information inconsistent with the foregoing. Neither MS nor its Suppliers shall be liable for any damages to any party arising out of errors in the speech recognition processes.

(2183) The Licensed Product features designed to invoke phone functions such as voice-activated dialing are only enabled on Devices running the phone edition of Microsoft^® Windows Mobile^® Software for Pocket PC and Microsoft^® Windows Mobile^® Software for Smartphone.

Such features may not invoke phone functions on devices that (a) do not run the phone edition of Microsoft^® Windows Mobile^® Software for Pocket PC and Microsoft^® Windows Mobile^® Software for Smartphone and/or (b) utilize third party hardware or software to provide telephony features and functionality.

(2184) COMPANY may distribute the corresponding language version of the Licensed Product for each language version of Microsoft^® Windows Mobile^® Software for Pocket PC or Microsoft^® Windows Mobile^® Software for Smartphone that is installed on the Device.

(2185) Prior to distribution of a Device with this Licensed Product installed on the Device, COMPANY shall ensure that the Device complies with the Device qualification guidelines and test requirements as outlined in the Licensed Product Deliverables documentation which will thereby qualify the Device for use with the Licensed Product.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

DEVICE TABLE

Model Name/Model Number	T67-00024
Treo Series	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

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ATTACHMENT 1

Intentionally Left Blank

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ATTACHMENT 2

EULA TERMS

CONSENT TO USE DATA. You agree that MS, Microsoft Corporation and their subsidiaries and affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the Device Software. MS, its subsidiaries and affiliates may use this information solely to improve its products or to provide customized services or technologies to you. MS, its subsidiaries and affiliates may disclose this information to others, but not in a form that personally identifies you.

LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of the Device Software. The third party sites are not under the control of MS, its subsidiaries and affiliates, and MS, Microsoft Corporation and their subsidiaries and affiliates are not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. MS, Microsoft Corporation and their subsidiaries and affiliates are not responsible for Web casting or any other form of transmission received from any third party sites. MS, Microsoft Corporation and their subsidiaries and affiliates are providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by MS, Microsoft Corporation and their subsidiaries and affiliates of the third party site.

This EULA does not grant to you any rights to use the Device Software to produce, develop, or create any other speech-enabled functionality or technology. You may not use the Speech Applications Programming Interface (“SAPI”) that accompanies the Device Software for any purpose other than the specific use that is granted to you pursuant to the terms herein.

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ATTACHMENT 3

END USER NOTICE

Microsoft^® Voice Command Version 1.5 for Windows Mobile^®

(symbol) WARNING: Do not become distracted from driving safely if operating a motor vehicle while using Device Software.

Operating certain parts of this Device requires user attention. Diverting attention away from the road while driving can possibly cause an accident or other serious consequences. Even occasional, short diversions of attention can be dangerous if your attention is diverted away from your driving task at a critical time. Do not change system settings or enter data non-verbally (using your hands) while driving. Stop the vehicle in a safe and legal manner before attempting these operations. This is important since while setting up or changing some functions you might be required to distract your attention away from the road and remove your hands from the wheel.

Microsoft makes no representations, warranties or other determinations that ANY use of the Software Product is legal, safe, or in any manner recommended or intended while driving or otherwise operating a motor vehicle.

General Operation

Voice Command Control

Many of the functions of the Device Software can be accomplished using only voice commands. Using voice commands while driving allows you to initiate the command with a button and then operate the Device mostly without removing your hands from the wheel.

Prolonged Views of Screen

If you are driving, do not access any function requiring a prolonged view of the screen. Pull over in a safe and legal manner before attempting to access a function of the system requiring prolonged attention. Even occasional short scans to the screen may be hazardous if your attention has been diverted away from your driving task at a critical time.

Volume Setting

Do not raise the volume excessively. Keep the volume at a level where you can still hear outside traffic and emergency signals while driving. Driving while unable to hear these sounds could cause an accident.

Let Your Judgment Prevail

The Device Software is only an aid. Make your driving decisions based on your observations of local conditions and existing traffic regulations. The Device Software is not a substitute for your personal judgment.

Use of Speech Recognition Functions

Speech recognition software is inherently a statistical process which is subject to errors. It is your responsibility to monitor the speech recognition functions and address any errors.

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ATTACHMENT 4

EULA TERMS

COMPANY shall sublicense the Licensed Product to end users by means of a EULA. COMPANY shall provide clear notice to Device customers before or at the time of purchase that the Device package includes software that is subject to a license and that customer must agree to that license before it may use the software. COMPANY shall distribute the EULA in a manner that is intended to form a contract binding the end user to the EULA terms under applicable law. The EULA shall contain the following terms. COMPANY may also include additional terms in the EULA, so long as they are no less protective of MS than the terms set forth below.

REQUIRED EULA TEXT:

Microsoft^® Voice Command Version 1.5 for Windows Mobile™

IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity) and the manufacturer (“Manufacturer”) of the computer system or device with which you acquired the Microsoft software product(s) identified above (“SOFTWARE”). The SOFTWARE includes Microsoft computer software, and may include associated media, printed materials, “online” or electronic documentation, and internet based services. Note, however, that any software, documentation, or web services that are included in the SOFTWARE, or accessible via the SOFTWARE, and are accompanied by their own license agreements or terms of use are governed by such agreements rather than this EULA. The terms of a printed paper end user license agreement, which may accompany the SOFTWARE, supersede the terms of any on-screen EULA. By installing, copying, downloading, accessing or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use or copy the SOFTWARE, and you should promptly contact Manufacturer for instructions on the return of the unused product(s) for a refund in accordance with Manufacturer’s return policies.

SOFTWARE LICENSE

GRANT OF LICENSE. Manufacturer grants you the following rights, provided you comply with all of the terms and conditions of this EULA:

• General License Grant to Install and Use SOFTWARE. If multiple language versions are included, you may install only one language version of the SOFTWARE on a single computer (“Computer”) for use with your Device (as defined below). You may make a second copy of certain components of the SOFTWARE and install such components on a handheld computer device (“Device”) for your exclusive use. A license for the SOFTWARE may not be shared.

• Copy Protection. The SOFTWARE may include copy protection technology to prevent the unauthorized copying of the SOFTWARE or may require original media for use of the SOFTWARE on the Computer or Device. It is illegal to make unauthorized copies of the SOFTWARE or to circumvent any copy protection technology included in the SOFTWARE.

• Back-up Copy. you may make a single back-up copy of the SOFTWARE. You may use one (1) back-up copy solely for your archival purposes and to reinstall the SOFTWARE on the COMPUTER. Except as expressly provided in this EULA or by local law, you may not otherwise make copies of the SOFTWARE, including the printed materials accompanying the SOFTWARE. You may not loan, rent, lease, lend or otherwise transfer the CD or back-up copy to another user.

• INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by MS or its suppliers (including Microsoft Corporation). The SOFTWARE is licensed, not sold. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessed through use of the SOFTWARE, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE. Manufacturer, MS and its suppliers (including Microsoft Corporation) reserve all rights not expressly granted to you in this EULA.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

• Speech Recognition. If the SOFTWARE includes speech recognition component(s), you should understand that speech recognition is inherently statistical processes and that errors can occur in the component’s recognition of your speech, and the final conversion into text. Neither [COMPANY] nor its suppliers shall be liable for any damages arising out of errors in the speech recognition process.

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Document Tracking Number: 5140570059-2

• Consent to Use of Data. You agree that MS and Microsoft Corporation and their affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the SOFTWARE. MS, Microsoft Corporation and their affiliates may use this information solely to improve their products or to provide customized services or technologies to you. MS, Microsoft Corporation and their affiliates may disclose this information to others, but not in a form that personally identifies you.

• Links to Third Party Sites. The SOFTWARE may provide you with the ability to link to third party sites through the use of the SOFTWARE. The third party sites are not under the control of MS, Microsoft Corporation, their affiliates and/or their designated agent. Neither MS nor Microsoft Corporation nor their affiliates nor their designated agents are responsible for (i) the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites; or (ii) webcasting or any other form of transmission received from any third party sites. If the SOFTWARE provides links to third party sites, those links are provided to you only as a convenience, and the inclusion of any link does not imply an endorsement of the third party site by MS, Microsoft Corporation, their affiliates and/or their designated agent.

• Additional SOFTWARE/Services. The SOFTWARE may permit [COMPANY], MS, Microsoft Corporation or their affiliates to provide or make available to you SOFTWARE updates, supplements, add-on components, or Internet-based services components of the SOFTWARE after the date you obtain your initial copy of the SOFTWARE (“Supplemental Components”).

• If [COMPANY] provides or makes available to you Supplemental Components and no other EULA terms are provided along with the Supplemental Components, then the terms of this EULA shall apply.

• If MS, Microsoft Corporation or their affiliates make available Supplemental Components, and no other EULA terms are provided, then the terms of this EULA shall apply, except that the MS, Microsoft Corporation or affiliate entity providing the Supplemental Component(s) shall be the licensor of the Supplemental Component(s).

[COMPANY], MS, Microsoft Corporation and their affiliates reserve the right to discontinue any Internet-based services provided to you or made available to you through the use of the SOFTWARE.

• Separation of Component Parts. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one Computer and one Device, unless expressly permitted by this EULA.

• Single EULA. The package for the SOFTWARE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the software). In this case, you are only licensed to use the SOFTWARE for which a Certificate of Authenticity is provided.

• SOFTWARE Transfer. You may permanently transfer all of your rights under this EULA only as part of a sale or transfer of the DEVICE, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate(s) of Authenticity), and the recipient agrees to the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the SOFTWARE.

• Termination. Without prejudice to any other rights, Manufacturer or MS may cancel this EULA if you do not abide by the terms and conditions contained herein. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

• Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Manufacturer, MS or its suppliers (including Microsoft Corporation and its subsidiaries).

• No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the SOFTWARE.

UPGRADES AND RECOVERY MEDIA

• SOFTWARE. If the SOFTWARE is provided by Manufacturer separate from the Device on media such as a ROM chip, CD ROM disk(s) or via web download or other means, and is labeled “For Upgrade Purposes Only”, you may install one copy of such SOFTWARE onto the Device as a replacement copy for the existing SOFTWARE and use it in accordance with this EULA, including any additional EULA terms accompanying the upgrade SOFTWARE.

• COMPANION CD. If any Companion CD component(s) are provided by [COMPANY] separate from the DEVICE on CD ROM disk(s) or via web download or other means, and labeled “For Upgrade Purposes Only” or, you may (i) install and use one copy of such component(s) on the computer(s) you use to exchange data with the DEVICE as a replacement copy for the existing Companion CD component(s).

PRODUCT SUPPORT. SOFTWARE support for the SOFTWARE is not provided by MS, Microsoft Corporation, or their affiliates or subsidiaries. For product support, please refer to Manufacturer’s support number provided in the documentation for the Device. Should you have any questions concerning this EULA, or if you desire to contact Manufacturer for any other reason, please refer to the address provided in the documentation for the Device.

EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see [***].

NO LIABILITY FOR CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW, MICROSOFT CORPORATION AND THEIR AFFILITATES SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

FOR APPLICABLE LIMITED WARRANTIES AND SPECIAL PROVISIONS PERTAINING TO YOUR PARTICULAR JURISDICTION, PLEASE REFER TO YOUR WARRANTY BOOKLET INCLUDED WITH THIS PACKAGE OR PROVIDED WITH THE SOFTWARE PRINTED MATERIALS.

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Amendment # 4 dated December 1, 2006 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated January 1, 2005

Document Tracking Number: 5140570059-2

EX-10.6

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.6

AMENDMENT NUMBER 5

Amendment Date: August 1, 2007

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA

And PALM, INC. A Corporation of Delaware

Agreement Effective Date: February 1, 2005

MS Agreement Number 5140570011

Effective as of the Amendment Date the indicated portions of the License Agreement are amended as follows:

1. The attached Product and Royalty Schedule Microsoft^® Windows Mobile^® 6 is hereby added to the License Agreement.

2. As of the effective date of this Amendment, the Product and Royalty Schedule for Microsoft^® Windows Mobile^® Version 5.0 Software for Pocket PC of the Agreement is hereby deleted and replaced with the attached Product and Royalty Schedule for Microsoft^® Windows Mobile^® Version 5.0 Software for Pocket PC.

3. The following terms apply to all Licensed Products licensed by COMPANY under the Product and Royalty Schedule attached to this amendment:

A. Defined Terms.

“Contractors” mean individuals under OEM Parties’ direct supervision and control. Contractors must be engaged to perform services under a contract that includes appropriate non-disclosure and other promises sufficient to satisfy COMPANY’s obligations under all applicable License Agreements. All Contractor services must be performed on COMPANY or COMPANY Subsidiary sites.

“Critical Supplemental Code” means either (i) the Licensed Product could allow the propagation of an internet worm without End User action; or (ii) the Licensed Product could result in the compromise of the confidentiality, integrity, or availability of End Users data or of the integrity or availability of processing resources. The term Supplemental Code includes Critical Supplemental Code.

“Deliverables” has the same meaning as “Licensed Product Deliverables” in the License Agreement.

“Documentation” means the documentation that MS includes with the Deliverables.

“End User” means a licensed customer of Devices.

“Licensed Products” means the MS products identified as licensed in the Product and Royalty Schedules of a License Agreement. Licensed Products include MS Binaries, Sample Code, other software (including Supplemental Code and Updates), COAs, and APM.

“License Terms” or “EULA” means the terms of use or End User License Agreement between COMPANY and an End User. It must include the terms in the License Terms for each Licensed Product posted on the ECE.

“MS Binaries” has the same meaning as “Licensed Product Binaries” in the License Agreement.

“New Devices” means Devices that have not been previously distributed by COMPANY. It also means Device models that have been previously distributed by COMPANY, but must re-pass the MSCORP Compatibility Test as described in the Documentation.

“OEM Parties” means, collectively, COMPANY and any Company Subsidiaries.

“Sample Code” means the software marked as “sample” or delivered in a folder marked “sample” that may be included as a part of the Licensed Product. Sample Code may be in source code or object code format. Sample Code is not “covered software” under MS’ published intellectual protection policy.

B. License Terms.

COMPANY must sublicense rights to use the Licensed Product to each End User by means of License Terms.

(i) The License Terms for each Licensed Product are posted on ECE. COMPANY may use different terms or additional terms, as long as they are no less protective of MS than the License Terms.

(ii) COMPANY or Company Subsidiary must substitute its name for “[OEM]” in the License Terms. COMPANY may substitute the term “[OEM]’s software suppliers” for the term “MS” in the License Terms.

(iii) COMPANY, Company Subsidiaries or Channel must notify each End User before or at the time of purchase that the Device contains software that is subject to the License Terms.

(iv) the End User must agree to the License Terms before using the Device, and

(v) COMPANY and Company Subsidiaries must distribute the license terms in a manner that forms a contract binding the End User under applicable law.

CONFIDENTIAL

31609v4 Amendment to the Microsoft OEM Embedded Operating Systems For Reference Platform Devices

Form 2.8.13

Document Tracking Number: 5146420218-2

(vi) From time to time, MS may update the License Terms for this Licensed Product. Any such updates will be posted on ECE. For each Licensed Product, COMPANY may use any version of the applicable License Terms that has either been an attachment to this License Agreement or posted on ECE during the term of this License Agreement. Certain updates to the License Terms may be required, however, as provided in Section 2 of the License Agreement.

C. Additional Supplemental Code Language.

MS may provide Critical Supplemental Code directly to End Users on behalf of the COMPANY

D. Sample Code.

The Sample Code is licensed “as-is.” OEM Parties (or COMPANY and COMPANY Subsidiaries, as applicable) bear the risk of using it. MS gives no express warranties, guarantees or conditions.

E. Intellectual Property Infringement.

MS’s duty to defend Claims under Section 8 of the License Agreement does not include any Claim arising from the use or distribution of Sample Code.

4. The attached Field Upgrade Schedule is hereby added to the License Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

MICROSOFT LICENSING, GP	PALM, INC
A general partnership organized under the laws of: State of Nevada, USA	A company organized under the laws of: State of Delaware
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
Program Manager	SVP Global Markets
Title	Title
August 7, 2007	August 6, 2007
Date	Date

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Amendment # 5 dated August 1, 2007 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 1, 2005

Document Tracking Number: 5146420218-2

PRODUCT AND ROYALTY SCHEDULE

MICROSOFT^® WINDOWS MOBILE^® 6

PRODUCT TABLE

Product Name and Version*	Licensable Part Number	Applicable Additional Provisions	Royalty **
Windows Mobile® 6, Standard, Far East Languages	4NN-00002	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6, Standard, Western Languages	4NN-00004	(2138), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6 Standard, Far East Languages, with Microsoft® Office Mobile 6	4NN-00031	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6 Standard, Western Languages, with Microsoft® Office Mobile 6	4NN-00032	(2138), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6, Professional, Multilanguage	4NO-00002	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6, Classic, Multilanguage	4NP-00002	(2138), (2139), (2140), (2151), (2153), (2822), (2840)
Microsoft® Office Mobile 6 for Windows Mobile® 6 Standard	BRE-00015	(2139), (2822)
Microsoft® Office Mobile 6 for Windows Mobile® 6 Professional	BRE-00017	(2139), (2822)	US$[***]
Microsoft® Office Mobile 6 for Windows Mobile® 6 Classic	BRE-00016	(2139), (2822)
Microsoft® IP Telephony for Windows Mobile® 6	4PC-00001	(2139), (2822)	US$[***]
Microsoft® Voice Command 1.6 for Windows Mobile®	T67-00055	(2139), (2161), (2183), (2184), (2822)	US$[***]
Microsoft® Remote Desktop Mobile 6 for Windows Mobile® 6	4PB-00001	(2139), (2822)	US$[***]
Windows Mobile® 6, Standard, Far East Languages, UPGRADE	4NN-00001	(2138), (2139), (2140), (2153), (2350), (2351), (2822), (2840)
Windows Mobile® 6, Standard, Western Languages, UPGRADE	4NN-00003	(2138), (2140), (2153), (2350), (2351), (2922), (2840)
Windows Mobile® 6, Professional, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft® Remote Desktop Mobile 6, UPGRADE	4NO-00001	(2138), (2139), (2140), (2151), (2153), (2350), (2351), (2822), (2840)	US$[***]
Windows Mobile® 6, Classic, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft® Remote Desktop Mobile 6, UPGRADE	4NP-00001	(2138), (2139), (2140), (2151), (2153), (2351), (2822), (2840)
Windows Mobile® 6 Professional, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft Remote Desktop Mobile 6, Promotional UPGRADE	4NO-00010	(2138), (2139), (2140), (2151), (2153), (2350), (2351), (2822), (2840), (2898)	US$[***]

* Language versions are licensed only on an if and as available basis.

Far East Languages include Chinese Simplified, Chinese Traditional, Japanese, Korean, and English.

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Western Languages include Brazilian, Czech, Danish, Dutch, English, Finnish, French, German, Greek, Hungarian, Italian, Norwegian, Polish, Portuguese, Romanian, Russian, Slovak, Spanish, Swedish and Turkish.

** A Licensed Product is not licensed hereunder unless royalty rates are indicated in the Licensed Product table.

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Document Tracking Number: 5146420218-2

ADDITIONAL PROVISIONS KEY

The following provisions (each, an “Additional Provision” or “AP”) apply to the Licensed Products as indicated above. The APs apply in addition to the terms of the License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions of this License Agreement. The APs supersede any inconsistent terms in the General Terms and Conditions of the License Agreement.

(2138) In addition to Section 7(a) of the General Terms and Conditions, COMPANY shall enter into a Microsoft Premier Support Agreement in conjunction with this License Agreement, or shall demonstrate to MS that COMPANY has obtained or arranged an equivalent level of support independently.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against all damages, costs and attorneys’ fees arising from claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139 (b) (iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of he claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2140) COMPANY’s Companion CD.

(a) For purposes of this License Agreement, COMPANY is hereby licensed to use the MS Companion CD to create a distributable CD (“COMPANY’s Companion CD”), in accordance with the Licensed Product Deliverables documentation. In addition to the MS Companion CD contents, COMPANY shall add the following to COMPANY’s Companion CD: (i) COMPANY’s logo; and (ii) non-Microsoft software owned or licensed by COMPANY that COMPANY chooses to include on COMPANY’s Companion CD (“COMPANY Software”).

(b) The grant in this Additional Provision is subject to the conditions that (i) COMPANY owns or maintains effective licenses for the COMPANY Software and (ii) COMPANY contractually obligates its Channel to Section 2(b) of this License Agreement.

(c) In creating COMPANY’s Companion CD, COMPANY shall transfer all files from MS Companion CD to COMPANY’s Companion CD, and may not modify, obscure or omit any files contained on the MS Companion CD, except as expressly authorized by the Licensed Product Deliverables documentation.

(d) COMPANY may not transfer or copy any files contained on the MS Companion CD to any media other than COMPANY’s Companion CD; however, COMPANY or COMPANY Subsidiaries’ support websites may include links to relevant Microsoft hosted download sites.

(e) COMPANY may not engage an AR to replicate COMPANY’s Companion CD until COMPANY receives notice from MS that COMPANY’s Companion CD has passed the MSCORP Compatibility Test as outlined in the Licensed Product Deliverables.

(f) If COMPANY engages an AR to replicate COMPANY’s Companion CD before COMPANY receives such MS approval, neither MS nor its Suppliers shall be responsible for any costs or damages incurred by COMPANY (including, without limitation, costs or damages incurred if MS requires changes to COMPANY’s Companion CD).

(g) COMPANY shall distribute COMPANY’s Companion CD (i) in the form and packaging as received from the AR and (ii) only in the Device packaging. Notwithstanding AP 2140(g)(ii), COMPANY or COMPANY’s authorized service representative may distribute a replacement COMPANY’s Companion CD separate from the Device if each of the following are satisfied: (1) such replacement COMPANY’s Companion CD is provided to a Device End User for support purposes (e.g. the COMPANY’s Companion CD was lost or destroyed by the Device End User); (2) COMPANY shall use commercially reasonable efforts to authenticate the Device End User prior to distributing the replacement COMPANY’s Companion CD: (3) such replacement COMPANY’s Companion CD shall be distributed directly from the COMPANY or COMPANY’s authorized service representative to the Device End User and not distributed through the Channel; and (4) no more than 2 replacement COMPANY’s Companion CD’s may be distributed to the same Device End User.

(h) COMPANY hereby agrees that it owns all right, title and interest in, or has all necessary rights to authorize the AR to replicate, the COMPANY Software. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against any and all third party claims or demands, or any other liability or damages whatsoever arising out of or related to the replication, licensing, distribution, or use of the COMPANY Software subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

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Document Tracking Number: 5146420218-2

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2140h(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2151) (a) The Licensed Product Deliverables includes sample code located at: %_WINCEROOT%\PUBLIC\COMMON\OAK\DRIVERS\BLUETOOTH\SAMPLE (collectively, “Bluetooth Sample Code”). Prior to distribution of the Bluetooth Sample Code with an Image on a Device, COMPANY shall pass the Bluetooth Tests (defined below). “Bluetooth Tests” means a standard series of tests, as amended from time to time, to determine compliance with the Bluetooth certification process described at [***] or such other location that may be designated from time to time.

(b) NOTWITHSTANDING ANYTHING TO CONTRARY IN THIS LICENSE AGREEMENT, THE BLUETOOTH SAMPLE CODE IS PROVIDED “AS IS” AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, NONINFRINGEMENT, ACCURACY, AND EFFORT IS WITH COMPANY. WITH RESPECT TO THE BLUETOOTH SAMPLE CODE, MS, MSCORP AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OTHERWISE SET FORTH IN THE LICENSE AGREEMENT, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE BLUETOOTH SAMPLE CODE OR ANY IMAGE INCLUDING THE BLUETOOTH SAMPLE CODE WILL OPERATE PROPERLY ON ANY DEVICES. MS, MSCORP, AND THEIR SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE BLUETOOTH SAMPLE CODE OR AGAINST INFRINGEMENT.

(2153) COMPANY shall advise the End User which language versions of Licensed Product that have been preinstalled on the Device.

(2161) COMPANY is not licensed to distribute, license or put in use the Speech Applications Programming Interface (“SAPI”) other than for operation of the Licensed Product.

(2183) The Licensed Product features designed to invoke phone functions such as voice-activated dialing are only enabled on Devices running the phone edition of Microsoft^® Windows Mobile^® 6, Professional and Microsoft^® Windows Mobile^® 6, Standard.

Such features may not invoke phone functions on devices that (a) do not run the phone edition of Microsoft^® Windows Mobile^® Software for Pocket PC and Microsoft^® Windows Mobile^® Software for Smartphone and/or (b) utilize third party hardware or software to provide telephony features and functionality.

(2184) COMPANY may distribute the corresponding language version of the Licensed Product for each language version of Microsoft^® Windows Mobile^® that is installed on the Device.

(2350) COMPANY and MS agree that the following provisions shall apply with respect to this Licensed Product:

(a) COMPANY or Mobile Operators shall be responsible for compliance with all applicable telecommunications laws and regulations relating to the Devices. COMPANY shall indemnify, defend and hold MS and its Suppliers harmless with respect to any damages, losses, complaints, suits or fines resulting from COMPANY’s or any Mobile Operator’s failure to obtain or maintain any required permit, approval, license or certification or failure to comply with any regulation, statute, order or decree applicable to the Devices subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2350a(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(b) Between the parties, COMPANY shall be solely responsible for all negotiations, agreements, tests, and other required actions with Mobile Operators with respect to the use of the Devices on such Mobile Operator’s network.

(c) COMPANY acknowledges and agrees that MS may independently negotiate marketing and other arrangements with Mobile Operators, retailers, distributors, and/or other Channel members supporting the Devices, provided that such arrangements shall not modify existing obligations of or impose additional obligations upon COMPANY or involve the usage of COMPANY’s logos or trademarks without the written approval of COMPANY which shall not be unreasonably withheld provided that any usage of COMPANY’s trademarks, logos, or product images shall be pursuant to the terms of a signed written agreement between the parties.

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(d) COMPANY shall:

(i) contractually prohibit Mobile Operators from removing, modifying or suppressing any part of the Image, except as otherwise permitted by the Licensed Product Deliverables. Notwithstanding the foregoing, COMPANY may provide Mobile Operators with Supplemental Code and Updates, for distribution by such Mobile Operators to End Users on external media only, after passing applicable testing with respect to the updated Image; and

(ii) use commercially reasonable efforts to contractually prohibit Mobile Operations from configuring any programs (including without limitation any default “Today pages”, “shells”, “screen savers”), “wizards” or other content to be enabled, run or initialized automatically (i.e., without requiring a deliberate act of the End User) from an icon, URL, or folder on the UI Screen or the Desktop Screen or otherwise. By way of example only, and without limiting the generality of the foregoing, Mobile Operators must agree that it shall not populate with any programs or other content the Licensed Product software “Start-up” directory, initialization or other files in any manner which will cause any program or content to run or load automatically upon power on, except for device drivers necessary to support preinstalled or preconfigured hardware devices (e.g., LCD panels, keyboards, etc.). This provision applies to New Devices launched after the Amendment Date.

(e) (i) MS shall have no responsibility hereunder to provide support services to any Mobile Operator or any End User of the Devices. MS may make available support service agreements to Mobile Operators or End Users, with respect to the Device(s) and/or similar devices of other manufacturers incorporating the Licensed Product; and

(ii) COMPANY shall provide or shall ensure that the applicable Mobile Operator provides support services to End Users of the Device.

(f) MS makes no representation or warranty that Devices operated with the Licensed Product will be compatible with the network structure of any particular Mobile Operator.

(2351) COMPANY must have in effect a Field Upgrade Schedule to the License Agreement prior to distributing this Licensed Product. COMPANY must report distribution and pay the royalty for this Licensed Product as set forth in the License Agreement and the Field Upgrade Schedule.

(2822) Standards.

(a) For the purposes of this Licensed Product, the definition of “Standards” means telecom and CODEC standards (including any successors or derivatives) as well as any rights offered by patent pool licensing agencies such as MPEGLA, VIA Licensing and HDMI Licensing.

Examples include, without limitation:

• Global System for Mobile (Communications) (GSM)

• General Packet Radio Services (GPRS)

• Code Division Multiple Access (CDMA)

• Single Carrier Radio Transmission Technology (CDMA/1xRTT)

• MPEG (audio and video)

MS may update this list for COMPANY’s reference purposes on the ECE.

(b) COMPANY agrees that MS has not granted to COMPANY under this License Agreement any necessary patent and other intellectual property of third parties with respect to Standards.

(c) COMPANY agrees that MS has not granted to COMPANY under this License Agreement any necessary patent and other intellectual property licenses with respect to patent pools in which MS or MSCORP participates now or in the future.

(d) For this Licensed Product, MS’s duty to defend patent Claims does not include patents that are alleged to be infringed by or essential to an implementation of a Standard.

(2840) MS COMPANION CD contains Microsoft^® Office Outlook^® 2007 Trial, COMPANY may choose to:

(a) Include the Outlook 2007 Trial on the COMPANY Companion CD;

(b) Include a link to the Outlook 2007 Trial download website designated in the Deliverables; or

(c) Not include Outlook 2007 Trial.

(2898) a. For this Licensed Product, the following additional definition applies:

“Eligible Device” means Devices that were distributed by COMPANY prior to November 30, 2007 with a Windows Mobile 5.0 Licensed Product.

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b. To be eligible to report upgrades with this promotional Licensed Product, COMPANY must do all of the following by November 30, 2007:

i. Stop distributing the Eligible Devices with the Windows Mobile 5.0 Licensed Product.

ii. Start distributing a successor version of the Eligible Device with a Windows Mobile 6 Licensed Product and report and pay the applicable royalty for the Licensed Product on the successor Eligible Device. For clarity, other than the use of Windows Mobile 6 as the Licensed Product, the successor version of the Eligible Devices will be substantially the same such as have the same:

• Model name

• Model number, and

• Mobile Operator or non-mobile operator Channel

iii. Make available to End Users, upgrades for the Eligible Devices with this Licensed Product. Despite language to the contrary in the License Agreement, these upgrades can only be made available on COMPANY’s website. All other terms related to upgrades apply.

c. In addition, COMPANY agrees:

i. That COMPANY will not charge End Users for the upgrades other than the reasonable costs of handling and shipping. For clarity, if COMPANY elects to charge more, COMPANY is not eligible to report under this promotional Licensed Product, but can report and pay royalties on the applicable Licensed Product.

ii. To report units of this Licensed Product as provided in the License Agreement.

iii. To send an additional Report in form provided below by email to Microsoft Account Manager on a monthly basis with respect to the Upgrades on Eligible Devices. Section (j) of the Field Upgrade Schedule does not apply to Upgrades on Eligible Devices.

d. COMPANY’s license to distribute the Upgrade on Eligible Devices expires on the sooner of the Expiration Date of the License Agreement or October 31, 2008.

e. Section (h)(iii)(E) of the Field Upgrade Schedule does not apply to Upgrades on Eligible Devices.

Windows Mobile 6 Upgrade Incentive Program

DEVICE TABLE

			Total # of Upgrades during the month of                  :
Model Name/Model Number	Website (where upgrade is posted)	Mobile Operator (if a non-mobile operator device model please note)	4NO-00010

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

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Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

DEVICE TABLE

Model Name/Model Number	4NO-00002	4NO-00001	BRE-00017	4PC-00001	T67-00055	4PB-00001	4NO-00010
Treo Series	C	C	C	C	C	C	C
Model Name/Model Number	4NN-00031	4NN-00032	4NN-00035
Treo Series	C	C	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

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PRODUCT AND ROYALTY SCHEDULE

MICROSOFT^® WINDOWS MOBILE^® VERSION 5.0 SOFTWARE FOR POCKET PC

PRODUCT TABLE

Product Name and Version	Licensable Part Number	Applicable Additional Provisions	Royalty **
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Western Languages)	E03-01294	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Western Languages)	E03-01295	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Western Languages), UPGRADE	E03-01298	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2351), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Western Languages), UPGRADE	E03-01299	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Far East Languages)	E03-01302	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Far East Languages)	E03-01303	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Premium Edition (Far East Languages), UPGRADE	E03-01306	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2351), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Standard Edition (Far East Languages), UPGRADE	E03-01307	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Western Languages)	R53-00703	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2840)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Western Languages)	R53-00704	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2350), (2840)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Western Languages), UPGRADE	R53-00707	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2350), (2351), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Western Languages), UPGRADE	R53-00708	(2134), (2135), (2137), (2138), (2140), (2151), (2153), (2187), (2348), (2350), (2351), (2840)

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Product Name and Version	Licensable Part Number	Applicable Additional Provisions	Royalty **
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Far East Languages)	R53-00711	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348), (2840)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Far East Languages)	R53-00712	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348),              (2350), (2840)	US$[***]
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (GSM/GPRS) (Far East Languages), UPGRADE	R53-00715	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348),              (2350), (2351), (2840)
Microsoft® Windows Mobile® Version 5.0 Software for Pocket PC, Phone Edition (CDMA/1xRTT) (Far East Languages), UPGRADE	R53-00716	(2134), (2135), (2137), (2138), (2139), (2140), (2151), (2153), (2187), (2348),              (2350), (2351), (2840)
Replacement Getting Started Disk for Microsoft® Windows Mobile® with Microsoft Outlook® 2002	BM2-00006	(2139), (2140), (2913)	US$[***]

* Language versions are licensed only on an if and as available basis. Far East Languages include Simplified Chinese, Traditional Chinese, Japanese, English and Korean. Western Languages include Brazilian, Czech, Danish, Dutch, English, Finnish, French, German, Greek, Italian, Norwegian, Polish, Portuguese, Russian, Spanish, and Swedish

** A Licensed Product is not licensed hereunder unless royalty rate(s) are indicated in the Licensed Product table.

ADDITIONAL PROVISIONS KEY

The following provisions (“Additional Provisions”) apply to the Licensed Product(s) as indicated above and are in addition to the General Terms and Conditions of this License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions.

(2134) COMPANY may install this Licensed Product as permitted in the Licensed Product Deliverables documentation. COMPANY is not licensed to, and agrees that it will not, modify in any way, or delete any aspect of this Licensed Product as delivered by MS in the Licensed Product Deliverables, except if and as specifically permitted in the Licensed Product Deliverables documentation, or as otherwise agreed in writing by the parties, including, but not limited to, those modifications and/or deletions permitted under the Development and Marketing Agreement (the “Collaboration Agreement”) entered into between COMPANY and MSCORP as of May 26, 2004 (collectively, the “Allowable Modifications”).

(2135) Logo. COMPANY may display the “Designed for Windows Mobile” logo, or other logo(s) specified by MSCORP and MS, in accordance with a separate logo license agreement to be executed between COMPANY and MSCORP, on all Devices and related materials distributed by COMPANY. COMPANY acknowledges that MSCORP and MS may at any time discontinue, modify or replace the use of the “Designed for Windows Mobile” logo, and agrees to negotiate with MSCORP and/or MS in good faith any amendments to this License Agreement or the logo license agreement or separate agreements necessary in connection with any replacement to the “Designed for Windows Mobile” logo program. COMPANY shall have a reasonable period of time to implement any modified or replaced logos.

(2137) Handwriting Recognition. The Licensed Product may include handwriting recognition component(s). COMPANY acknowledges and agrees that:

(a) handwriting recognition is an inherently statistical process;

(b) errors can occur in the component’s recognition of the end-user’s handwriting, and the final conversion into text; and

(c) neither MS nor its Suppliers shall be liable for any damages to any party arising out of errors in the handwriting recognition process.

(2138) In addition to Section 7(a) of the General Terms and Conditions, COMPANY shall enter into a Microsoft Premier Support Agreement in conjunction with this License Agreement, or shall demonstrate to MS that COMPANY has obtained or arranged an equivalent level of support independently.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

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(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against all damages, costs and attorneys’ fees arising from claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(vi) MS shall promptly notify COMPANY in writing of such claim;

(vii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139 (b) (iii)-(v);

(viii) MS shall provide COMPANY with reasonable assistance in the defense of he claim;

(ix) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(x) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2140) COMPANY’s Companion CD.

(a) For purposes of this License Agreement, COMPANY is hereby licensed to use the MS Companion CD to create a distributable CD (“COMPANY’s Companion CD”), in accordance with the Licensed Product Deliverables documentation. In addition to the MS Companion CD contents, COMPANY shall add the following to COMPANY’s Companion CD: (i) COMPANY’s logo; and (ii) non-Microsoft software owned or licensed by COMPANY that COMPANY chooses to include on COMPANY’s Companion CD (“COMPANY Software”).

(b) The grant in this Additional Provision is subject to the conditions that (i) COMPANY owns or maintains effective licenses for the COMPANY Software and (ii) COMPANY contractually obligates its Channel to Section 2(b) of this License Agreement.

(c) In creating COMPANY’s Companion CD, COMPANY shall transfer all files from MS Companion CD to COMPANY’s Companion CD, and may not modify, obscure or omit any files contained on the MS Companion CD, except as expressly authorized by the Licensed Product Deliverables documentation.

(d) COMPANY may not transfer or copy any files contained on the MS Companion CD to any media other than COMPANY’s Companion CD; however, COMPANY or COMPANY Subsidiaries’ support websites may include links to relevant Microsoft hosted download sites.

(e) COMPANY may not engage an AR to replicate COMPANY’s Companion CD until COMPANY receives notice from MS that COMPANY’s Companion CD has passed the MSCORP Compatibility Test as outlined in the Licensed Product Deliverables.

(f) If COMPANY engages an AR to replicate COMPANY’s Companion CD before COMPANY receives such MS approval, neither MS nor its Suppliers shall be responsible for any costs or damages incurred by COMPANY (including, without limitation, costs or damages incurred if MS requires changes to COMPANY’s Companion CD).

(g) COMPANY shall distribute COMPANY’s Companion CD (i) in the form and packaging as received from the AR and (ii) only in the Device packaging. Notwithstanding AP 2140(g)(ii), COMPANY or COMPANY’s authorized service representative may distribute a replacement COMPANY’s Companion CD separate from the Device if each of the following are satisfied: (1) such replacement COMPANY’s Companion CD is provided to a Device End User for support purposes (e.g. the COMPANY’s Companion CD was lost or destroyed by the Device End User); (2) COMPANY shall use commercially reasonable efforts to authenticate the Device End User prior to distributing the replacement COMPANY’s Companion CD: (3) such replacement COMPANY’s Companion CD shall be distributed directly from the COMPANY or COMPANY’s authorized service representative to the Device End User and not distributed through the Channel; and (4) no more than 2 replacement COMPANY’s Companion CD’s may be distributed to the same Device End User.

(h) COMPANY hereby agrees that it owns all right, title and interest in, or has all necessary rights to authorize the AR to replicate, the COMPANY Software. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against any and all third party claims or demands, or any other liability or damages whatsoever arising out of or related to the replication, licensing, distribution, or use of the COMPANY Software subject to the following:

(vi) MS shall promptly notify COMPANY in writing of such claim;

(vii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2140h(iii)-(v);

(viii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(ix) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(x) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2151)(a) The Licensed Product Deliverables includes sample code located at: %_WINCEROOT%\PUBLIC\COMMON\OAK\DRIVERS\BLUETOOTH\SAMPLE (collectively, “Bluetooth Sample Code”). Prior to distribution of the Bluetooth Sample Code with an Image on a Device, COMPANY shall pass the Bluetooth Tests (defined below). “Bluetooth Tests” means a standard series of tests, as amended from time to time, to determine compliance with the Bluetooth certification process described at [***] or such other location that may be designated from time to time.

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(b) NOTWITHSTANDING ANYTHING TO CONTRARY IN THIS LICENSE AGREEMENT, THE BLUETOOTH SAMPLE CODE IS PROVIDED “AS IS” AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, NONINFRINGEMENT, ACCURACY, AND EFFORT IS WITH COMPANY. WITH RESPECT TO THE BLUETOOTH SAMPLE CODE, MS, MSCORP AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OTHERWISE SET FORTH IN THE LICENSE AGREEMENT, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE BLUETOOTH SAMPLE CODE OR ANY IMAGE INCLUDING THE BLUETOOTH SAMPLE CODE WILL OPERATE PROPERLY ON ANY DEVICES. MS, MSCORP, AND THEIR SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE BLUETOOTH SAMPLE CODE OR AGAINST INFRINGEMENT.

(2153) COMPANY shall advise the End User which language versions of Licensed Product that have been preinstalled on the Device.

(2187) Licensed Product Version. COMPANY’s distribution license applies only to the Licensed Product version(s) as indicated in the table above. The version configurations are described in the Licensed Product Deliverables documentation. A Licensed Product release will be designated by an increase in the version number, year designation or as MS may otherwise designate.

(2348) Licensed Product Edition. COMPANY’s distribution license applies only to the Licensed Product edition(s), (i.e. Standard, Premium or Phone Edition), as indicated in the table above. The edition configurations are described in the Licensed Product Deliverables documentation.

(2350) COMPANY and MS agree that the following provisions shall apply with respect to this Licensed Product:

(a) COMPANY or Mobile Operators shall be responsible for compliance with all applicable telecommunications laws and regulations relating to the Devices. COMPANY shall indemnify, defend and hold MS and its Suppliers harmless with respect to any damages, losses, complaints, suits or fines resulting from COMPANY’s or any Mobile Operator’s failure to obtain or maintain any required permit, approval, license or certification or failure to comply with any regulation, statute, order or decree applicable to the Devices subject to the following:

(vi) MS shall promptly notify COMPANY in writing of such claim;

(vii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2350a(iii)-(v);

(viii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(ix) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(x) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(b) Between the parties, COMPANY shall be solely responsible for all negotiations, agreements, tests, and other required actions with Mobile Operators with respect to the use of the Devices on such Mobile Operator’s network.

(c) COMPANY acknowledges and agrees that MS may independently negotiate marketing and other arrangements with Mobile Operators, retailers, distributors, and/or other Channel members supporting the Devices, provided that such arrangements shall not modify existing obligations of or impose additional obligations upon COMPANY or involve the usage of COMPANY’s logos or trademarks without the written approval of COMPANY which shall not be unreasonably withheld provided that any usage of COMPANY’s trademarks, logos, or product images shall be pursuant to the terms of a signed written agreement between the parties.

(d) COMPANY shall:

(i) contractually prohibit Mobile Operators from removing, modifying or suppressing any part of the Image, except as otherwise permitted by the Licensed Product Deliverables. Notwithstanding the foregoing, COMPANY may provide Mobile Operators with Supplemental Code and Updates, for distribution by such Mobile Operators to End Users on external media only, after passing applicable testing with respect to the updated Image; and

(ii) use commercially reasonable efforts to contractually prohibit Mobile Operations from configuring any programs (including without limitation any default “Today pages”, “shells”, “screen savers”), “wizards” or other content to be enabled, run or initialized automatically (i.e., without requiring a deliberate act of the End User) from an icon, URL, or folder on the UI Screen or the Desktop Screen or otherwise. By way of example only, and without limiting the generality of the foregoing, Mobile Operators must agree that it shall not populate with any programs or other content the Licensed Product software “Start-up” directory, initialization or other files in any manner which will cause any program or content to run or load automatically upon power on, except for device drivers necessary to support preinstalled or preconfigured hardware devices (e.g., LCD panels, keyboards, etc.). This provision applies to New Devices launched after the Amendment Date.

(e) (i) MS shall have no responsibility hereunder to provide support services to any Mobile Operator or any End User of the Devices. MS may make available support service agreements to Mobile Operators or End Users, with respect to the Device(s) and/or similar devices of other manufacturers incorporating the Licensed Product; and

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(ii) COMPANY shall provide or shall ensure that the applicable Mobile Operator provides support services to End Users of the Device.

(f) MS makes no representation or warranty that Devices operated with the Licensed Product will be compatible with the network structure of any particular Mobile Operator.

(g) MS has not obtained or conveyed to COMPANY (and COMPANY itself shall be responsible for obtaining) any necessary patent and other intellectual property licenses with respect to the use of any underlying intellectual property applicable to standards (collectively “Standards”) implemented in COMPANY’s Devices including, without limitation: Global System for Mobile (Communications) (GSM); General Packet Radio Service (GPRS); and Code Division Multiple Access (CDMA) and Single Carrier Radio Transmission Technology (CDMA/1xRTT). The foregoing shall not apply to Standards that are fully implemented in the Licensed Product unless MS expressly provides notice to COMPANY to the contrary in the License Agreement, the Licensed Product Deliverables documentation or in the documentation accompanying Supplemental Code implemented by COMPANY (excluding any mandatory Supplemental Code distributed by MS solely for the purposes of transferring an obligation to pay third party royalties for Standards from MS to COMPANY). For clarification, COMPANY shall itself be responsible for obtaining any intellectual property licenses related to the SMPTE VD-1 Standard.

(2351) COMPANY must have in effect a Field Upgrade Schedule to the License Agreement prior to distributing this Licensed Product. COMPANY must report distribution and pay the royalty for this Licensed Product as set forth in the License Agreement and the Field Upgrade Schedule.

(2352) COMPANY shall be responsible for complying with applicable laws and regulations and providing appropriate warnings and disclaimers to End Users related to an End User’s use of the Device, including without limitation, while operating a motor vehicle.

(2840) MS COMPANION CD contains Microsoft^® Office Outlook^® 2007 Trial, COMPANY may choose to:

(a) Include the Outlook 2007 Trial on the COMPANY Companion CD;

(b) Include a link to the Outlook 2007 Trial download website designated in the Deliverables; or

(c) Not include Outlook 2007 Trial.

(2913) Replacement Disk Requirements.

a. This Licensed Product may not be distributed with Devices.

b. For the purpose of this provision

“Underlying Product” is one of the following products distributed with a Company Companion CD including Outlook 2002:

Windows Mobile^® 5.0 Software

Windows Mobile^® 2003 Software for Pocket PC

Windows Mobile^® 2003 Software for Smartphone

Microsoft^® Pocket PC Software 2002

Microsoft^® Smartphone 2002 Software

c. Distribution of this Licensed Product is subject to the following additional conditions.

i. This Licensed Product may only be distributed to End Users of an Underlying Product.

ii. Company may distribute up to two copies of the Licensed Product to an End User for product support or as replacement media for previously distributed Company Companion CDs.

iii. This Licensed Product must be distributed on external media acquired from an AR.

iv. This Licensed Product must be distributed directly from Company or a Company Subsidiary.

v. Company must not market the availability of this Licensed Product.

vi. The Licensed Product distributed must be the same language version and release as the Underlying Product.

vii. Each End User must receive notice prior to or concurrent with the distribution of this Licensed Product that this Licensed Product may only be used as replacement media.

viii. MS reserves the right to terminate distribution rights for this Licensed Product upon 30 days’ notice to Company.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

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DEVICE TABLE

Model Name/ Model Number	R53-00703	R53-00704	R53-00711	R53-00712	BM2-00006
Treo Series	C	C	C	C	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

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FIELD UPGRADE SCHEDULE¹

(a) Additional Definitions.

For purposes of this Field Upgrade Schedule:

“Existing Image” means an Image that includes a prior version of the MS Binaries.

“Field System” means a Device that has been distributed to an End User and that contains an Existing Image.

“Field Upgrade Image” means an Image COMPANY or a COMPANY Subsidiary distributes to End Users of Field Systems.

(b) Purpose of this Schedule.

MS grants OEM Parties the right to copy and distribute Field Upgrade Images to End Users for replacing existing software on certain Devices if all of the conditions below are, and remain, satisfied.

(c) Existing License.

COMPANY must be licensed under a License Agreement for the Licensed Product that COMPANY desires to distribute under this Field Upgrade Schedule.

(d) Design.

(i) OEM Parties shall ensure that the Field Upgrade Image is useable only on the applicable Field System. Before the End User can use the Field Upgrade Image, OEM Parties shall ensure that a commercially reasonable authentication of the Field System is performed. The parties agree that the collection of a serial number as a condition of download would be deemed a commercially reasonable authentication for purposes of this Section.

(ii) When installed, the Field Upgrade Image will completely replace the Existing Image (End User data and/or End User configuration settings may remain intact). The Field Upgrade Image will erase or permanently disable the Existing Image.

(e) Packaging.

OEM Parties shall comply with the Media Guidelines for the labels and packaging of the Field Upgrade Image media. OEM Parties shall distribute one COA affixed to the external media packaging of each copy of a Field Upgrade Image. However, COAs are not needed for:

(i) Copies of Field Upgrade Images placed in use on additional units of the same model of Field System over an End User’s network as described in this Schedule.

(ii) Copies of Field Upgrade Images downloaded as described in this Schedule.

(iii) Copies of Field Upgrade Images for Licensed Products that do not require COAs.

(f) Separate Pricing.

Notwithstanding anything to the contrary contained in Section 2 of this License Agreement, OEM Parties may advertise, provide a separate price for, or otherwise market the Field Upgrade Image separately from a Device.

(g) Copying.

OEM Parties can make copies of the Field Upgrade Image (A) on OEM Parties’ premises with OEM Parties’ employees or Contractors; or (B) via an AR.

(h) Distribution.

(i) OEM Parties may distribute one Field Upgrade Image to each End User of a Field System only to upgrade the End User’s Field System. Field Upgrade Images may be distributed in object code form either (A) on external media; or (B) via OEM Parties’ restricted access website as a download.

(ii) Multiple Units. Some End Users may have more than one unit of the same Field System with the same Existing Image. Such End Users may use one copy of the Field Upgrade Image for all these units. (e.g., the Field Upgrade Image may be installed on the End User’s internal network and used as described in this section.)

OEM Parties shall advise such End Users that the Field Upgrade Image may only be installed onto additional units of the same model of Field System only on the quantity of Field System units originally purchased directly from Company or a Company Subsidiary or indirectly from Company or a Company Subsidiary through the Channel.

(iii) Downloads. OEM Parties may distribute Field Upgrade Images for this Licensed Product via COMPANY’s website as a download if all of the following conditions are satisfied:

(A) OEM Parties must make the Field Upgrade Image available only on the “customer support” section of their websites or on a section that provides similar downloads.

(B) OEM Parties shall clearly state the purpose of the Field Upgrade Images and the Field System on which End Users may use the Field Upgrade Images.

(C) If the Licensed Product requires License Terms, then OEM Parties shall ensure that the End User must perform a “click accept” of the following statement before accessing the Field Upgrade Image: “This software is subject to the terms and conditions of the accompanying End User license terms. This software is provided only for use with, and for licensed End Users of, the <Name and Model of the Device>. Any other use of this software is strictly prohibited and may subject you to legal action.”

¹ Optional, Field Upgrade Schedule

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Document Tracking Number: 5146420218-2

(D) OEM Parties shall ensure the Field Upgrade Image will not download until a commercially reasonable authentication process of the Field System is performed.

(E) OEM Parties shall provide each End User with an electronic or hardcopy invoice as proof of purchase for each downloaded copy of the Field Upgrade Image.

(F) OEM Parties must maintain accurate records of the number of Field Upgrade Images distributed and serial numbers of Field Systems on which such Field Upgrade Images were installed. COMPANY shall provide copies of such records to MS upon request.

(i) Sublicenses and End User Notices.

(i) OEM Parties shall use License Terms to license the End User to use the Field Upgrade Image.

(ii) OEM Parties will require their End Users to keep the Field Upgrade Image if originally delivered on separate media. Once a Field Upgrade Image is installed, the End User may use the Field Upgrade Image on its original media as a Recovery Image. OEM Parties shall establish a commercially reasonable procedure to assure the return or destruction of any replaced Recovery Image media.

(j) Records, Reporting, and Payments.

(i) OEM Parties shall list the Field Systems on the Device Table of the applicable Product and Royalty Schedule.

(ii) COMPANY shall report the number of Field Upgrade Images separately on its sales-out or royalty report to MS. Field Upgrade Images to be reported include those (i) distributed by COMPANY or as otherwise authorized in this Schedule or (ii) placed in use by an End User over its network as described in this Schedule.

(iii) COMPANY shall pay the applicable Licensed Product royalty in the License Agreement for each copy of Licensed Product distributed as a component of the Field Upgrade Image, placed in use by an End User over its network as described above.

(k) Migration Rights.

(i) Permitted Migration Paths. Final Software must be a successor version of the Prior Software. Additional permitted migration paths are listed on the ECE.

(ii) Under no circumstances can either the Prior Software or the Final Software reach its MS determined end of life distribution date before OEM Parties distribute either Licensed Product.

(iii) COMPANY may not continue to ship Migration Systems with an Image based on an earlier release of the Prior Software after MS has provided required Supplemental Code for the Prior Software.

(iv) If OEM Parties satisfy each of the following additional terms and conditions, then upon written request of an End User, OEM Parties may do any of the following (each a “Migration System”):

(A) Distribute Devices to that End User that contain an Image containing the “Prior Software” on a temporary basis and to then upgrade those Devices with an Image containing the “Final Software”.

(B) Distribute Devices to that End User that contain an Image containing the Final Software, migrate those Devices on a temporary basis to an Image containing the “Prior Software”, and then to upgrade those Devices back to an Image containing the Final Software.

(v) COMPANY must have in effect a Product and Royalty Schedule for both the Prior Software and the Final Software.

(vi) OEM Parties shall distribute a COA (and any APM) for the Final Software affixed to the Migration System in accordance with Section 2 of this License Agreement.

(vii) OEM Parties shall distribute both a Recovery Image containing the Final Software (“Final Software Image”) and a Recovery Image containing the Prior Software (“Prior Software Image”). OEM Parties shall distribute Final Software Images either on external media or via OEM Parties’ website as a download in accordance with the terms and conditions of the License Agreement. OEM Parties may only distribute the Prior Software Image on the Device, either on a separate partition or a separate hard disk drive on the Device.

(viii) For all new Migration Systems, OEM Parties shall install the Prior Software or the Final Software (as applicable) as part of an Image on the Migration Systems only on OEM Parties’ premises by OEM Parties’ employees or Contractors.

(ix) OEM Parties shall establish a commercially reasonable procedure to ensure its End Users do not concurrently use both the Final Software and the Prior Software on the Migration System.

(x) Upon End User’s request, OEM Parties shall upgrade the Migration System by installing the Final Software Image. Only End User or OEM Parties or Service Representatives of either may install the Final Software Image on the End User’s Migration Systems. End User may install the Final Software Image via the End User’s internal network. If OEM Parties elect to provide the End User with only a single copy of the Final Software Image on external media for installation on more than one Migration System as set forth above, OEM Parties shall advise the End User that the Final Software Image may only be installed onto additional units of the same model of Migration System.

(xi) OEM Parties shall require the End User to destroy the Prior Software Image and to erase any and all system copies of the Prior Software after the installation of the Final Software Image on the Migration System.

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(xii) OEM Parties shall distribute License Terms for the Final Software with the Migration System and include the following, additional terms in the “Grant of Software License” section:

“Use of Previous Version of the Licensed Product. If the Certificate of Authenticity that accompanies the DEVICE identifies the SOFTWARE as Microsoft^® Windows^® <name of Final Software> (the “Final Software”), then in lieu of using Final Software, you may request that [OEM Parties] install [[or, if agreed, in writing, with [OEM Parties] you may install yourself]], and may temporarily use, Microsoft^® Windows^® <name and version of Prior Software> (the “Prior Software”) on the DEVICE, provided: (1) the Prior Software is deemed “SOFTWARE” for the purposes of these License Terms and use of the Prior Software shall be in compliance with all the terms of these License Terms; (2) you do not simultaneously use both versions of the SOFTWARE on the DEVICE; (3) you do not loan, rent, lease, lend or otherwise transfer the CD or back-up copy of either version of the SOFTWARE to another End User, except as otherwise provided in the transfer provisions of these License Terms; (4) [[unless otherwise agreed with [OEM Parties]]], you allow only [OEM Parties] perform the upgrade from the Prior Software to the Final Software; and (5) upon upgrading to the Final Software you destroy the media version of the Recovery Image of the Prior Software and erase any and all system copies of the Prior Software.”

(xiii) COMPANY shall pay MS the royalty rate set forth in the Product and Royalty Schedule for the Final Software. Other than the royalty described above, no additional royalty will accrue under the License Agreement for use of the Prior Software on the Migration Systems, provided OEM Parties comply with the License Agreement.

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Amendment # 5 dated August 1, 2007 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 1, 2005

Document Tracking Number: 5146420218-2

EX-10.7

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.7

AMENDMENT NUMBER 6

Amendment Date: September 1, 2007

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA

And PALM, INC. A Corporation of Delaware

Agreement Effective Date: February 1, 2005

MS Agreement Number 5140570011

Effective as of the Amendment Date the indicated portions of the License Agreement are amended as follows:

1. The Minimum Commitment schedule of the agreement is hereby amended and replaced with the attached Minimum Commitment Schedule

2. As of the effective date of this Amendment, the Product and Royalty Schedule for Microsoft^® Windows Mobile^® 6 is hereby amended and replaced with the attached Product and Royalty Schedule for Microsoft^® Windows Mobile^® 6.

3. The following terms apply to all Licensed Products licensed by COMPANY under the Product and Royalty Schedule attached to this amendment:

A. Defined Terms.

“Contractors” mean individuals under OEM Parties’ direct supervision and control. Contractors must be engaged to perform services under a contract that includes appropriate non-disclosure and other promises sufficient to satisfy COMPANY’s obligations under all applicable License Agreements. All Contractor services must be performed on COMPANY or COMPANY Subsidiary sites.

“Critical Supplemental Code” means either (i) the Licensed Product could allow the propagation of an internet worm without End User action; or (ii) the Licensed Product could result in the compromise of the confidentiality, integrity, or availability of End Users data or of the integrity or availability of processing resources. The term Supplemental Code includes Critical Supplemental Code.

“Deliverables” has the same meaning as “Licensed Product Deliverables” in the License Agreement.

“Documentation” means the documentation that MS includes with the Deliverables.

“End User” means a licensed customer of Devices.

“Licensed Products” means the MS products identified as licensed in the Product and Royalty Schedules of a License Agreement. Licensed Products include MS Binaries, Sample Code, other software (including Supplemental Code and Updates), COAs, and APM.

“License Terms” or “EULA” means the terms of use or End User License Agreement between COMPANY and an End User. It must include the terms in the License Terms for each Licensed Product posted on the ECE.

“MS Binaries” has the same meaning as “Licensed Product Binaries” in the License Agreement.

“New Devices” means Devices that have not been previously distributed by COMPANY. It also means Device models that have been previously distributed by COMPANY, but must re-pass the MSCORP Compatibility Test as described in the Documentation.

“OEM Parties” means, collectively, COMPANY and any Company Subsidiaries.

“Sample Code” means the software marked as “sample” or delivered in a folder marked “sample” that may be included as a part of the Licensed Product. Sample Code may be in source code or object code format. Sample Code is not “covered software” under MS’ published intellectual protection policy.

B. License Terms.

COMPANY must sublicense rights to use the Licensed Product to each End User by means of License Terms.

(i) The License Terms for each Licensed Product are posted on ECE. COMPANY may use different terms or additional terms, as long as they are no less protective of MS than the License Terms.

(ii) COMPANY or Company Subsidiary must substitute its name for “[OEM]” in the License Terms. COMPANY may substitute the term “[OEM]’s software suppliers” for the term “MS” in the License Terms.

(iii) COMPANY, Company Subsidiaries or Channel must notify each End User before or at the time of purchase that the Device contains software that is subject to the License Terms.

(iv) the End User must agree to the License Terms before using the Device, and

CONFIDENTIAL

31609v4 Amendment to the Microsoft OEM Embedded Operating Systems For Reference Platform Devices

Form 2.8.13

Document Tracking Number: 5146420284-0

(v) COMPANY and Company Subsidiaries must distribute the license terms in a manner that forms a contract binding the End User under applicable law.

(vi) From time to time, MS may update the License Terms for this Licensed Product. Any such updates will be posted on ECE. For each Licensed Product, COMPANY may use any version of the applicable License Terms that has either been an attachment to this License Agreement or posted on ECE during the term of this License Agreement. Certain updates to the License Terms may be required, however, as provided in Section 2 of the License Agreement.

C. Additional Supplemental Code Language.

MS may provide Critical Supplemental Code directly to End Users on behalf of the COMPANY

D. Sample Code.

The Sample Code is licensed “as-is.” OEM Parties (or COMPANY and COMPANY Subsidiaries, as applicable) bear the risk of using it. MS gives no express warranties, guarantees or conditions.

E. Intellectual Property Infringement.

MS’s duty to defend Claims under Section 8 of the License Agreement does not include any Claim arising from the use or distribution of Sample Code.

4. As of the effective date of this Amendment, the Field Upgrade Schedule is hereby deleted and replaced with the attached Field Upgrade Schedule.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

MICROSOFT LICENSING, GP	PALM, INC
A general partnership organized under the laws of: State of Nevada, USA	A company organized under the laws of: State of Delaware
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
Senior Program Manager	SVP, Marketing
Title	Title
September 14, 2007	September 13, 2007
Date	Date

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MINIMUM COMMITMENT SCHEDULE

First Period of this License Agreement

Date	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
2/25/05	$	[***]	$	[***]
12/31/05	$	[***]	$	[***]
1/31/06	$	[***]	$	[***]
2/28/06	$	[***]	$	[***]
3/31/06	$	[***]	$	[***]
4/30/06	$	[***]	$	[***]
5/31/06	$	[***]	$	[***]
6/30/06	$	[***]	$	[***]
7/31/06	$	[***]	$	[***]
8/31/06	$	[***]	$	[***]
9/30/06	$	[***]	$	[***]
10/31/06	$	[***]	$	[***]
11/30/06	$	[***]	$	[***]
Total First Period Monthly Payments of this License Agreement	$	[***]	$	[***]

Second Period of this License Agreement

	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
12/31/06	$	[***]	$	[***]
1/31/07	$	[***]	$	[***]
2/28/07	$	[***]	$	[***]
3/31/07	$	[***]	$	[***]
4/30/07	$	[***]	$	[***]
5/31/07	$	[***]	$	[***]
6/30/07	$	[***]	$	[***]
7/31/07	$	[***]	$	[***]
8/31/07	$	[***]	$	[***]
9/30/07	$	[***]	$	[***]
10/31/07	$	[***]	$	[***]
11/30/07	$	[***]	$	[***]
Total Second Period Minimum Commitments of the License Agreement	$	[***]	$	[***]

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Amendment # 6 dated September 1, 2007 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 1, 2005

Document Tracking Number: 5146420284-0

Third Period of this License Agreement

	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
12/31/07	$	[***]	$	[***]
1/31/08	$	[***]	$	[***]
2/29/08	$	[***]	$	[***]
3/31/08	$	[***]	$	[***]
4/30/08	$	[***]	$	[***]
5/31/08	$	[***]	$	[***]
6/30/08	$	[***]	$	[***]
7/31/08	$	[***]	$	[***]
8/31/08	$	[***]	$	[***]
9/30/08	$	[***]	$	[***]
10/31/08	$	[***]	$	[***]
11/30/08	$	[***]	$	[***]
Total Third Period Minimum Commitment of the License Agreement	$	[***]	$	[***]

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Amendment # 6 dated September 1, 2007 to Microsoft OEM Embedded Operating Systems License Agreement For Reference Platform Devices # 5140570011 dated February 1, 2005

Document Tracking Number: 5146420284-0

PRODUCT AND ROYALTY SCHEDULE

MICROSOFT^® WINDOWS MOBILE^® 6

PRODUCT TABLE

Product Name and Version*	Licensable Part Number	Applicable Additional Provisions	Royalty**
Windows Mobile® 6, Standard, Far East Languages	4NN-00002	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6, Standard, Western Languages	4NN-00004	(2138), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6 Standard, Far East Languages, with Microsoft® Office Mobile 6	4NN-00031	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6 Standard, Western Languages, with Microsoft® Office Mobile 6	4NN-00032	(2138), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6, Professional, Multilanguage	4NO-00002	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6, Classic, Multilanguage	4NP-00002	(2138), (2139), (2140), (2151), (2153), (2822), (2840)
Microsoft® Office Mobile 6 for Windows Mobile® 6 Standard	BRE-00015	(2139), (2822)
Microsoft® Office Mobile 6 for Windows Mobile® 6 Professional	BRE-00017	(2139), (2822)	US$[***]
Microsoft® Office Mobile 6 for Windows Mobile® 6 Classic	BRE-00016	(2139), (2822)
Microsoft® IP Telephony for Windows Mobile® 6	4PC-00001	(2139), (2822)	US$[***]
Microsoft® Voice Command 1.6 for Windows Mobile®	T67-00055	(2139), (2161), (2183), (2184), (2822)	US$[***]
Microsoft® Remote Desktop Mobile 6 for Windows Mobile® 6	4PB-00001	(2139), (2822)	US$[***]
Windows Mobile® 6, Standard, Far East Languages, UPGRADE	4NN-00001	(2138), (2139), (2140), (2153), (2350), (2351), (2822), (2840)
Windows Mobile® 6, Standard, Western Languages, UPGRADE	4NN-00003	(2138), (2140), (2153), (2350), (2351), (2922), (2840)
Windows Mobile® 6, Professional, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft® Remote Desktop Mobile 6, UPGRADE	4NO-00001	(2138), (2139), (2140), (2151), (2153), (2350), (2351), (2822), (2840)	US$[***]
Windows Mobile® 6, Classic, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft® Remote Desktop Mobile 6, UPGRADE	4NP-00001	(2138), (2139), (2140), (2151), (2153), (2351), (2822), (2840)
Windows Mobile® 6 Professional, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft Remote Desktop Mobile 6, Promotional UPGRADE	4NO-00010	(2138), (2139), (2140), (2151), (2153), (2350), (2351), (2822), (2840), (2898)	US$[***]
Windows Mobile® 6 Standard ODSI 1	4NN-00035	(2138), (2139), (2919)	US$[***]

* Language versions are licensed only on an if and as available basis.

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Far East Languages include Chinese Simplified, Chinese Traditional, Japanese, Korean, and English.

Western Languages include Brazilian, Czech, Danish, Dutch, English, Finnish, French, German, Greek, Hungarian, Italian, Norwegian, Polish, Portuguese, Romanian, Russian, Slovak, Spanish, Swedish and Turkish.

** A Licensed Product is not licensed hereunder unless royalty rates are indicated in the Licensed Product table.

ADDITIONAL PROVISIONS KEY

The following provisions (each, an “Additional Provision” or “AP”) apply to the Licensed Products as indicated above. The APs apply in addition to the terms of the License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions of this License Agreement. The APs supersede any inconsistent terms in the General Terms and Conditions of the License Agreement.

(2138) In addition to Section 7(a) of the General Terms and Conditions, COMPANY shall enter into a Microsoft Premier Support Agreement in conjunction with this License Agreement, or shall demonstrate to MS that COMPANY has obtained or arranged an equivalent level of support independently.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a)(i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against all damages, costs and attorneys’ fees arising from claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139 (b) (iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of he claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2140) COMPANY’s Companion CD.

(a) For purposes of this License Agreement, COMPANY is hereby licensed to use the MS Companion CD to create a distributable CD (“COMPANY’s Companion CD”), in accordance with the Licensed Product Deliverables documentation. In addition to the MS Companion CD contents, COMPANY shall add the following to COMPANY’s Companion CD: (i) COMPANY’s logo; and (ii) non-Microsoft software owned or licensed by COMPANY that COMPANY chooses to include on COMPANY’s Companion CD (“COMPANY Software”).

(b) The grant in this Additional Provision is subject to the conditions that (i) COMPANY owns or maintains effective licenses for the COMPANY Software and (ii) COMPANY contractually obligates its Channel to Section 2(b) of this License Agreement.

(c) In creating COMPANY’s Companion CD, COMPANY shall transfer all files from MS Companion CD to COMPANY’s Companion CD, and may not modify, obscure or omit any files contained on the MS Companion CD, except as expressly authorized by the Licensed Product Deliverables documentation.

(d) COMPANY may not transfer or copy any files contained on the MS Companion CD to any media other than COMPANY’s Companion CD; however, COMPANY or COMPANY Subsidiaries’ support websites may include links to relevant Microsoft hosted download sites.

(e) COMPANY may not engage an AR to replicate COMPANY’s Companion CD until COMPANY receives notice from MS that COMPANY’s Companion CD has passed the MSCORP Compatibility Test as outlined in the Licensed Product Deliverables.

(f) If COMPANY engages an AR to replicate COMPANY’s Companion CD before COMPANY receives such MS approval, neither MS nor its Suppliers shall be responsible for any costs or damages incurred by COMPANY (including, without limitation, costs or damages incurred if MS requires changes to COMPANY’s Companion CD).

(g) COMPANY shall distribute COMPANY’s Companion CD (i) in the form and packaging as received from the AR and (ii) only in the Device packaging. Notwithstanding AP 2140(g)(ii), COMPANY or COMPANY’s authorized service representative may distribute a replacement COMPANY’s Companion CD separate from the Device if each of the following are satisfied: (1) such replacement COMPANY’s Companion CD is provided to a Device End User for support purposes (e.g. the COMPANY’s Companion CD was lost or destroyed by the Device End User); (2) COMPANY shall use commercially reasonable efforts to authenticate the Device End User prior to distributing the replacement COMPANY’s Companion CD: (3) such replacement COMPANY’s Companion CD shall be distributed directly from the COMPANY or COMPANY’s authorized service representative to the Device End User and not distributed through the Channel; and (4) no more than 2 replacement COMPANY’s Companion CD’s may be distributed to the same Device End User.

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(h) COMPANY hereby agrees that it owns all right, title and interest in, or has all necessary rights to authorize the AR to replicate, the COMPANY Software. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against any and all third party claims or demands, or any other liability or damages whatsoever arising out of or related to the replication, licensing, distribution, or use of the COMPANY Software subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2140h(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(2151) (a) The Licensed Product Deliverables includes sample code located at: %_WINCEROOT%\PUBLIC\COMMON\OAK\DRIVERS\BLUETOOTH\SAMPLE (collectively, “Bluetooth Sample Code”). Prior to distribution of the Bluetooth Sample Code with an Image on a Device, COMPANY shall pass the Bluetooth Tests (defined below). “Bluetooth Tests” means a standard series of tests, as amended from time to time, to determine compliance with the Bluetooth certification process described at [***] or such other location that may be designated from time to time.

(b) NOTWITHSTANDING ANYTHING TO CONTRARY IN THIS LICENSE AGREEMENT, THE BLUETOOTH SAMPLE CODE IS PROVIDED “AS IS” AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, NONINFRINGEMENT, ACCURACY, AND EFFORT IS WITH COMPANY. WITH RESPECT TO THE BLUETOOTH SAMPLE CODE, MS, MSCORP AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OTHERWISE SET FORTH IN THE LICENSE AGREEMENT, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE BLUETOOTH SAMPLE CODE OR ANY IMAGE INCLUDING THE BLUETOOTH SAMPLE CODE WILL OPERATE PROPERLY ON ANY DEVICES. MS, MSCORP, AND THEIR SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE BLUETOOTH SAMPLE CODE OR AGAINST INFRINGEMENT.

(2153) COMPANY shall advise the End User which language versions of Licensed Product that have been preinstalled on the Device.

(2161) COMPANY is not licensed to distribute, license or put in use the Speech Applications Programming Interface (“SAPI”) other than for operation of the Licensed Product.

(2183) The Licensed Product features designed to invoke phone functions such as voice-activated dialing are only enabled on Devices running the phone edition of Microsoft^® Windows Mobile^® 6, Professional and Microsoft^® Windows Mobile^® 6, Standard.

Such features may not invoke phone functions on devices that (a) do not run the phone edition of Microsoft^® Windows Mobile^® Software for Pocket PC and Microsoft^® Windows Mobile^® Software for Smartphone and/or (b) utilize third party hardware or software to provide telephony features and functionality.

(2184) COMPANY may distribute the corresponding language version of the Licensed Product for each language version of Microsoft^® Windows Mobile^® that is installed on the Device.

(2350) COMPANY and MS agree that the following provisions shall apply with respect to this Licensed Product:

(a) COMPANY or Mobile Operators shall be responsible for compliance with all applicable telecommunications laws and regulations relating to the Devices. COMPANY shall indemnify, defend and hold MS and its Suppliers harmless with respect to any damages, losses, complaints, suits or fines resulting from COMPANY’s or any Mobile Operator’s failure to obtain or maintain any required permit, approval, license or certification or failure to comply with any regulation, statute, order or decree applicable to the Devices subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2350a(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

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(b) Between the parties, COMPANY shall be solely responsible for all negotiations, agreements, tests, and other required actions with Mobile Operators with respect to the use of the Devices on such Mobile Operator’s network.

(c) COMPANY acknowledges and agrees that MS may independently negotiate marketing and other arrangements with Mobile Operators, retailers, distributors, and/or other Channel members supporting the Devices, provided that such arrangements shall not modify existing obligations of or impose additional obligations upon COMPANY or involve the usage of COMPANY’s logos or trademarks without the written approval of COMPANY which shall not be unreasonably withheld provided that any usage of COMPANY’s trademarks, logos, or product images shall be pursuant to the terms of a signed written agreement between the parties.

(d) COMPANY shall:

(i) contractually prohibit Mobile Operators from removing, modifying or suppressing any part of the Image, except as otherwise permitted by the Licensed Product Deliverables. Notwithstanding the foregoing, COMPANY may provide Mobile Operators with Supplemental Code and Updates, for distribution by such Mobile Operators to End Users on external media only, after passing applicable testing with respect to the updated Image; and

(ii) use commercially reasonable efforts to contractually prohibit Mobile Operations from configuring any programs (including without limitation any default “Today pages”, “shells”, “screen savers”), “wizards” or other content to be enabled, run or initialized automatically (i.e., without requiring a deliberate act of the End User) from an icon, URL, or folder on the UI Screen or the Desktop Screen or otherwise. By way of example only, and without limiting the generality of the foregoing, Mobile Operators must agree that it shall not populate with any programs or other content the Licensed Product software “Start-up” directory, initialization or other files in any manner which will cause any program or content to run or load automatically upon power on, except for device drivers necessary to support preinstalled or preconfigured hardware devices (e.g., LCD panels, keyboards, etc.). This provision applies to New Devices launched after the Amendment Date.

(e)(i) MS shall have no responsibility hereunder to provide support services to any Mobile Operator or any End User of the Devices. MS may make available support service agreements to Mobile Operators or End Users, with respect to the Device(s) and/or similar devices of other manufacturers incorporating the Licensed Product; and

(ii) COMPANY shall provide or shall ensure that the applicable Mobile Operator provides support services to End Users of the Device.

(f) MS makes no representation or warranty that Devices operated with the Licensed Product will be compatible with the network structure of any particular Mobile Operator.

(2351) COMPANY must have in effect a Field Upgrade Schedule to the License Agreement prior to distributing this Licensed Product. COMPANY must report distribution and pay the royalty for this Licensed Product as set forth in the License Agreement and the Field Upgrade Schedule.

(2822) Standards.

(a) For the purposes of this Licensed Product, the definition of “Standards” means telecom and CODEC standards (including any successors or derivatives) as well as any rights offered by patent pool licensing agencies such as MPEGLA, VIA Licensing and HDMI Licensing.

Examples include, without limitation:

• Global System for Mobile (Communications) (GSM)

• General Packet Radio Services (GPRS)

• Code Division Multiple Access (CDMA)

• Single Carrier Radio Transmission Technology (CDMA/1xRTT)

• MPEG (audio and video)

MS may update this list for COMPANY’s reference purposes on the ECE.

(b) COMPANY agrees that MS has not granted to COMPANY under this License Agreement any necessary patent and other intellectual property of third parties with respect to Standards.

(c) COMPANY agrees that MS has not granted to COMPANY under this License Agreement any necessary patent and other intellectual property licenses with respect to patent pools in which MS or MSCORP participates now or in the future.

(d) For this Licensed Product, MS’s duty to defend patent Claims does not include patents that are alleged to be infringed by or essential to an implementation of a Standard.

(2840) MS COMPANION CD contains Microsoft^® Office Outlook^® 2007 Trial, COMPANY may choose to:

(a) Include the Outlook 2007 Trial on the COMPANY Companion CD;

(b) Include a link to the Outlook 2007 Trial download website designated in the Deliverables; or

(c) Not include Outlook 2007 Trial.

(2898)

a. For this Licensed Product, the following additional definition applies:

“Eligible Device” means Devices that were distributed by COMPANY prior to November 30, 2007 with a Windows Mobile 5.0 Licensed Product.

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b. To be eligible to report upgrades with this promotional Licensed Product, COMPANY must do all of the following by November 30, 2007:

i. Stop distributing the Eligible Devices with the Windows Mobile 5.0 Licensed Product.

ii. Start distributing a successor version of the Eligible Device with a Windows Mobile 6 Licensed Product and report and pay the applicable royalty for the Licensed Product on the successor Eligible Device. For clarity, other than the use of Windows Mobile 6 as the Licensed Product, the successor version of the Eligible Devices will be substantially the same such as have the same:

• Model name

• Model number, and

• Mobile Operator or non-mobile operator Channel

iii. Make available to End Users, upgrades for the Eligible Devices with this Licensed Product. Despite language to the contrary in the License Agreement, these upgrades can only be made available on COMPANY’s website. All other terms related to upgrades apply.

c. In addition, COMPANY agrees:

i. That COMPANY will not charge End Users for the upgrades other than the reasonable costs of handling and shipping. For clarity, if COMPANY elects to charge more, COMPANY is not eligible to report under this promotional Licensed Product, but can report and pay royalties on the applicable Licensed Product.

ii. To report units of this Licensed Product as provided in the License Agreement.

iii. To send an additional Report in form provided below by email to Microsoft Account Manager on a monthly basis with respect to the Upgrades on Eligible Devices. Section (j) of the Field Upgrade Schedule does not apply to Upgrades on Eligible Devices.

d. COMPANY’s license to distribute the Upgrade on Eligible Devices expires on the sooner of the Expiration Date of the License Agreement or October 31^st, 2008.

e. Section (h)(iii)(E) of the Field Upgrade Schedule does not apply to Upgrades on Eligible Devices.

Windows Mobile 6 Upgrade Incentive Program

DEVICE TABLE

			Total # of Upgrades during the month of _________:
Model Name/Model Number	Website (where upgrade is posted)	Mobile Operator (if a non-mobile operator device model please note)	4NO-00010

(2919) Limited Distribution

This Licensed Product may only be used on Devices approved by Mobile Operator. OEM must report both the Windows Mobile 6 Standard ODSI and the Windows Mobile 6 Standard licensables per the Sales Out Reporting Guidelines.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

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At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

DEVICE TABLE

Model Name/Model Number	4NO-00002	4NO-00001	BRE-00017	4PC-00001	T67-00055	4PB-00001	4NO-00010
Treo Series	C	C	C	C	C	C	C
Model Name/Model Number	4NN-00031	4NN-00032	4NN-00035
Treo Series	C	C	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

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FIELD UPGRADE SCHEDULE

(a) Additional Definitions.

For purposes of this Field Upgrade Schedule:

“Existing Image” means an Image that includes a prior version of the MS Binaries.

“Field System” means a Device that has been distributed to an End User and that contains an Existing Image.

“Field Upgrade Image” means an Image COMPANY or a COMPANY Subsidiary distributes to End Users of Field Systems.

(b) Purpose of this Schedule.

MS grants OEM Parties the right to copy and distribute Field Upgrade Images to End Users for replacing existing software on certain Devices if all of the conditions below are, and remain, satisfied.

(c) Existing License.

COMPANY must be licensed under a License Agreement for the Licensed Product that COMPANY desires to distribute under this Field Upgrade Schedule.

(d) Design.

(i) OEM Parties shall ensure that the Field Upgrade Image is useable only on the applicable Field System. Before the End User can use the Field Upgrade Image, OEM Parties shall ensure that a commercially reasonable authentication of the Field System is performed. The parties agree that the collection of a serial number as a condition of download would be deemed a commercially reasonable authentication for purposes of this Section.

(ii) When installed, the Field Upgrade Image will completely replace the Existing Image (End User data and/or End User configuration settings may remain intact). The Field Upgrade Image will erase or permanently disable the Existing Image.

(e) Packaging.

OEM Parties shall comply with the Media Guidelines for the labels and packaging of the Field Upgrade Image media. OEM Parties shall distribute one COA affixed to the external media packaging of each copy of a Field Upgrade Image. However, COAs are not needed for:

(i) Copies of Field Upgrade Images placed in use on additional units of the same model of Field System over an End User’s network as described in this Schedule.

(ii) Copies of Field Upgrade Images downloaded as described in this Schedule.

(iii) Copies of Field Upgrade Images for Licensed Products that do not require COAs.

(f) Separate Pricing.

Notwithstanding anything to the contrary contained in Section 2 of this License Agreement, OEM Parties may advertise, provide a separate price for, or otherwise market the Field Upgrade Image separately from a Device.

(g) Copying.

OEM Parties can make copies of the Field Upgrade Image (A) on OEM Parties’ premises with OEM Parties’ employees or Contractors; or (B) via an AR.

(h) Distribution.

(i) OEM Parties may distribute one Field Upgrade Image to each End User of a Field System only to upgrade the End User’s Field System. Field Upgrade Images may be distributed in object code form either (A) on external media; or (B) via OEM Parties’ restricted access website as a download.

(ii) Multiple Units. Some End Users may have more than one unit of the same Field System with the same Existing Image. Such End Users may use one copy of the Field Upgrade Image for all these units. (e.g., the Field Upgrade Image may be installed on the End User’s internal network or external media and used as described in this section.)

OEM Parties shall advise such End Users that the Field Upgrade Image may only be installed onto additional units of the same model of Field System only on the quantity of Field System units originally purchased directly from Company or a Company Subsidiary or indirectly from Company or a Company Subsidiary through the Channel.

(iii) Downloads. OEM Parties may distribute Field Upgrade Images for this Licensed Product via COMPANY’s website as a download if all of the following conditions are satisfied:

(A) OEM Parties must make the Field Upgrade Image available only on the “customer support” section of their websites or on a section that provides similar downloads.

(B) OEM Parties shall clearly state the purpose of the Field Upgrade Images and the Field System on which End Users may use the Field Upgrade Images.

(C) If the Licensed Product requires License Terms, then OEM Parties shall ensure that the End User must perform a “click accept” of the following statement before accessing the Field Upgrade Image: “This software is subject to the terms and conditions of the accompanying End User license terms. This software is provided only for use with, and for licensed End User of, the <Name and Model of the Device>. Any other use of this software is strictly prohibited and may subject you to legal action.”

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(D) OEM Parties shall ensure the Field Upgrade Image will not download until a commercially reasonable authentication process of the Field System is performed.

(E) OEM Parties shall provide each End User with an electronic or hardcopy invoice as proof of purchase for each downloaded copy of the Field Upgrade Image.

(F) OEM Parties must maintain accurate records of the number of Field Upgrade Images distributed and serial numbers of Field Systems on which such Field Upgrade Images were installed. COMPANY shall provide copies of such records to MS upon request.

(i) Sublicenses and End User Notices.

(i) OEM Parties shall use License Terms to license the End User to use the Field Upgrade Image.

(ii) OEM Parties will require their End Users to keep the Field Upgrade Image if originally delivered on separate media. Once a Field Upgrade Image is installed, the End User may use the Field Upgrade Image on its original media as a Recovery Image. OEM Parties shall establish a commercially reasonable procedure to assure the return or destruction of any replaced Recovery Image media

(j) Records, Reporting, and Payments.

(i) OEM Parties shall list the Field Systems on the Device Table of the applicable Product and Royalty Schedule.

(ii) COMPANY shall report the number of Field Upgrade Images separately on its sales-out or royalty report to MS. Field Upgrade Images to be reported include those (i) distributed by COMPANY or as otherwise authorized in this Schedule or (ii) placed in use by an End User over its network as described in this Schedule.

(iii) COMPANY shall pay the applicable Licensed Product royalty in the License Agreement for each copy of Licensed Product distributed as a component of the Field Upgrade Image, placed in use by an End User over its network as described above.

(k) Migration Rights.

(i) Permitted Migration Paths. Final Software must be a successor version of the Prior Software. Additional permitted migration paths are listed on the ECE.

(ii) Under no circumstances can either the Prior Software or the Final Software reach its MS determined end of life distribution date before OEM Parties distribute either Licensed Product.

(iii) COMPANY may not continue to ship Migration Systems with an Image based on an earlier release of the Prior Software after MS has provided required Supplemental Code for the Prior Software.

(iv) If OEM Parties satisfy each of the following additional terms and conditions, then upon written request of an End User, OEM Parties may do any of the following (each a “Migration System”):

(A) Distribute Devices to that End User that contain an Image containing the “Prior Software” on a temporary basis and to then upgrade those Devices with an Image containing the “Final Software”.

(B) Distribute Devices to that End User that contain an Image containing the Final Software, migrate those Devices on a temporary basis to an Image containing the “Prior Software”, and then to upgrade those Devices back to an Image containing the Final Software.

(v) COMPANY must have in effect a Product and Royalty Schedule for both the Prior Software and the Final Software.

(vi) OEM Parties shall distribute a COA (and any APM) for the Final Software affixed to the Migration System in accordance with Section 2 of this License Agreement.

(vii) OEM Parties shall distribute both a Recovery Image containing the Final Software (“Final Software Image”) and a Recovery Image containing the Prior Software (“Prior Software Image”). OEM Parties shall distribute Final Software Images either on external media or via OEM Parties’ website as a download in accordance with the terms and conditions of the License Agreement. OEM Parties may only distribute the Prior Software Image on the Device, either on a separate partition or a separate hard disk drive on the Device.

(viii) For all new Migration Systems, OEM Parties shall install the Prior Software or the Final Software (as applicable) as part of an Image on the Migration Systems only on OEM Parties’ premises by OEM Parties’ employees or Contractors.

(ix) OEM Parties shall establish a commercially reasonable procedure to ensure its End Users do not concurrently use both the Final Software and the Prior Software on the Migration System.

(x) Upon End User’s request, OEM Parties shall upgrade the Migration System by installing the Final Software Image. Only End User or OEM Parties or Service Representatives of either may install the Final Software Image on the End User’s Migration Systems. End User may install the Final Software Image via the End User’s internal network. If OEM Parties elect to provide the End User with only a single copy of the Final Software Image on external media for installation on more than one Migration System as set forth above, OEM Parties shall advise the End User that the Final Software Image may only be installed onto additional units of the same model of Migration System.

(xi) OEM Parties shall require the End User to destroy the Prior Software Image and to erase any and all system copies of the Prior Software after the installation of the Final Software Image on the Migration System.

(xii) OEM Parties shall distribute License Terms for the Final Software with the Migration System and include the following, additional terms in the “Grant of Software License” section:

“Use of Previous Version of the Licensed Product. If the Certificate of Authenticity that accompanies the DEVICE identifies the SOFTWARE as Microsoft^® Windows^® <name of Final Software> (the “Final Software”), then in lieu of using Final Software, you may request that [OEM Parties] install [[or, if agreed, in writing, with [OEM Parties] you may install yourself]], and may temporarily use, Microsoft^® Windows^® <name and version of Prior Software> (the “Prior Software”) on the DEVICE, provided: (1) the Prior Software is deemed “SOFTWARE” for

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the purposes of these License Terms and use of the Prior Software shall be in compliance with all the terms of these License Terms; (2) you do not simultaneously use both versions of the SOFTWARE on the DEVICE; (3) you do not loan, rent, lease, lend or otherwise transfer the CD or back-up copy of either version of the SOFTWARE to another end user, except as otherwise provided in the transfer provisions of these License Terms; (4) [[unless otherwise agreed with [OEM Parties]]], you allow only [OEM Parties] perform the upgrade from the Prior Software to the Final Software; and (5) upon upgrading to the Final Software you destroy the media version of the Recovery Image of the Prior Software and erase any and all system copies of the Prior Software.”

(xiii) COMPANY shall pay MS the royalty rate set forth in the Product and Royalty Schedule for the Final Software. Other than the royalty described above, no additional royalty will accrue under the License Agreement for use of the Prior Software on the Migration Systems, provided OEM Parties comply with the License Agreement.

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EX-10.8

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.8

AMENDMENT NUMBER 7

Amendment Date: June 1, 2008

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA

And PALM, INC. A Corporation of Delaware

Agreement Effective Date: February 1, 2005

MS Agreement Number 5140570011

Effective as of the Amendment Date the indicated portions of the License Agreement are amended as follows:

1. The Minimum Commitment Schedule of the License Agreement is hereby amended and replaced with the attached Minimum Commitment Schedule.

2. For this License Agreement, Section 2(e)(i) is deleted and replaced with the following:

(e) (i) COMPANY shall permanently affix a COA to an accessible location on each Device, a COMPANY Companion CD or on stand-alone collateral in the form as received from an AR in the Device packaging (e.g., a COA card). COMPANY shall distribute the remaining APM, if any, with each Device.

3. As of the effective date of this Amendment, the Product and Royalty Schedule for Microsoft^® Windows Mobile^® 6 is hereby amended and replaced with the attached Product and Royalty Schedule for Microsoft^® Windows Mobile^® 6.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

MICROSOFT LICENSING, GP	PALM, INC
A general partnership organized under the laws of: State of Nevada, USA	A company organized under the laws of: State of Delaware
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
Senior Program Manager	SVP
Title	Title
August 28, 2008	August 25, 2008
Date	Date

MINIMUM COMMITMENT SCHEDULE

First Period of this License Agreement

Date	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
2/25/05	$	[***]	$	[***]
12/31/05	$	[***]	$	[***]
1/31/06	$	[***]	$	[***]
2/28/06	$	[***]	$	[***]
3/31/06	$	[***]	$	[***]
4/30/06	$	[***]	$	[***]
5/31/06	$	[***]	$	[***]
6/30/06	$	[***]	$	[***]
7/31/06	$	[***]	$	[***]
8/31/06	$	[***]	$	[***]
9/30/06	$	[***]	$	[***]
10/31/06	$	[***]	$	[***]
11/30/06	$	[***]	$	[***]
Total First Period Monthly Payments of this License Agreement	$	[***]	$	[***]

Second Period of this License Agreement

	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
12/31/06	$	[***]	$	[***]
1/31/07	$	[***]	$	[***]
2/28/07	$	[***]	$	[***]
3/31/07	$	[***]	$	[***]
4/30/07	$	[***]	$	[***]
5/31/07	$	[***]	$	[***]
6/30/07	$	[***]	$	[***]
7/31/07	$	[***]	$	[***]
8/31/07	$	[***]	$	[***]
9/30/07	$	[***]	$	[***]
10/31/07	$	[***]	$	[***]
11/30/07	$	[***]	$	[***]
Total Second Period Minimum Commitments of the License Agreement	$	[***]	$	[***]

Third Period of this License Agreement

	Payment Amount (US$)		Cumulative Amount of Payments for Period (US$)
12/31/07	$	[***]	$	[***]
1/31/08	$	[***]	$	[***]
2/29/08	$	[***]	$	[***]
3/31/08	$	[***]	$	[***]
4/30/08	$	[***]	$	[***]
5/31/08	$	[***]	$	[***]
6/30/08	$	[***]	$	[***]
7/31/08	$	[***]	$	[***]
8/31/08	$	[***]	$	[***]
9/30/08	$	[***]	$	[***]
10/31/08	$	[***]	$	[***]
11/30/08	$	[***]	$	[***]
Total Third Period Minimum Commitment of the License Agreement	$	[***]	$	[***]

PRODUCT AND ROYALTY SCHEDULE

MICROSOFT^® WINDOWS MOBILE^® 6

PRODUCT TABLE

Product Name and Version*	Licensable Part Number	Applicable Additional Provisions	Royalty **
Windows Mobile® 6, Standard, Far East Languages	4NN-00002	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6, Standard, Western Languages	4NN-00004	(2138), (2140), (2151), (2153), (2350), (2822), (2840)
Windows Mobile® 6 Standard, Far East Languages, with Microsoft® Office Mobile 6	4NN-00031	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6 Standard, Western Languages, with Microsoft® Office Mobile 6	4NN-00032	(2138), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6, Professional, Multilanguage	4NO-00002	(2138), (2139), (2140), (2151), (2153), (2350), (2822), (2840)	US$[***]
Windows Mobile® 6, Classic, Multilanguage	4NP-00002	(2138), (2139), (2140), (2151), (2153), (2822), (2840)
Microsoft® Office Mobile 6 for Windows Mobile® 6 Standard	BRE-00015	(2139), (2822)
Microsoft® Office Mobile 6 for Windows Mobile® 6 Professional	BRE-00017	(2139), (2822)	US$[***]
Microsoft® Office Mobile 6 for Windows Mobile® 6 Classic	BRE-00016	(2139), (2822)
Microsoft® IP Telephony for Windows Mobile® 6	4PC-00001	(2139), (2822)	US$[***]
Microsoft® Voice Command 1.6 for Windows Mobile®	T67-00055	(2139), (2161), (2183), (2184), (2822)	US$[***]
Microsoft® Remote Desktop Mobile 6 for Windows Mobile® 6	4PB-00001	(2139), (2822)	US$[***]
Windows Mobile® 6, Standard, Far East Languages, UPGRADE	4NN-00001	(2138), (2139), (2140), (2153), (2350), (2351), (2822), (2840)
Windows Mobile® 6, Standard, Western Languages, UPGRADE	4NN-00003	(2138), (2140), (2153), (2350), (2351), (2922), (2840)
Windows Mobile® 6, Professional, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft® Remote Desktop Mobile 6, UPGRADE	4NO-00001	(2138), (2139), (2140), (2151), (2153), (2350), (2351), (2822), (2840), (3050)	US$[***]
Windows Mobile® 6, Classic, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft® Remote Desktop Mobile 6, UPGRADE	4NP-00001	(2138), (2139), (2140), (2151), (2153), (2351), (2822), (2840)
Windows Mobile® 6 Professional, Multilanguage, with Microsoft® Office Mobile 6 and Microsoft Remote Desktop Mobile 6, Promotional UPGRADE	4NO-00010	(2138), (2139), (2140), (2151), (2153), (2350), (2351), (2822), (2840), (2898)	US$[***]
Windows Mobile® 6 Standard ODSI 1	4NN-00035	(2138), (2139), (2919)	US$[***]

* Language versions are licensed only on an if and as available basis.

Far East Languages include Chinese Simplified, Chinese Traditional, Japanese, Korean, and English.

Western Languages include Brazilian, Czech, Danish, Dutch, English, Finnish, French, German, Greek, Hungarian, Italian, Norwegian, Polish, Portuguese, Romanian, Russian, Slovak, Spanish, Swedish and Turkish.

** A Licensed Product is not licensed hereunder unless royalty rates are indicated in the Licensed Product table.

ADDITIONAL PROVISIONS KEY

The following provisions (each, an “Additional Provision” or “AP”) apply to the Licensed Products as indicated above. The APs apply in addition to the terms of the License Agreement. Capitalized terms used below and not otherwise defined have the meaning set forth in the General Terms and Conditions of this License Agreement. The APs supersede any inconsistent terms in the General Terms and Conditions of the License Agreement.

(2138) In addition to Section 7(a) of the General Terms and Conditions, COMPANY shall enter into a Microsoft Premier Support Agreement in conjunction with this License Agreement, or shall demonstrate to MS that COMPANY has obtained or arranged an equivalent level of support independently.

(2139) Chinese Language Versions Restrictions. Notwithstanding anything in this License Agreement to the contrary, this Licensed Product shall be subject to the following distribution limitations:

(a) (i) The Simplified Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of Taiwan; and

(ii) The Traditional Chinese language version of this Licensed Product may not be directly or indirectly distributed within or to the geographical boundaries of the People’s Republic of China (with the exception of Hong Kong and Macao).

(b) COMPANY shall advise its Channel of such distribution limitations. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against all damages, costs and attorneys’ fees arising from claims or demands resulting from COMPANY’s failure to advise its Channel of such distribution limitations subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2139 (b) (iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(vi)

(2140) COMPANY’s Companion CD.

(a) For purposes of this License Agreement, COMPANY is hereby licensed to use the MS Companion CD to create a distributable CD (“COMPANY’s Companion CD”), in accordance with the Licensed Product Deliverables documentation. In addition to the MS Companion CD contents, COMPANY shall add the following to COMPANY’s Companion CD: (i) COMPANY’s logo; and (ii) non-Microsoft software owned or licensed by COMPANY that COMPANY chooses to include on COMPANY’s Companion CD (“COMPANY Software”).

(b) The grant in this Additional Provision is subject to the conditions that (i) COMPANY owns or maintains effective licenses for the COMPANY Software and (ii) COMPANY contractually obligates its Channel to Section 2(b) of this License Agreement.

(c) In creating COMPANY’s Companion CD, COMPANY shall transfer all files from MS Companion CD to COMPANY’s Companion CD, and may not modify, obscure or omit any files contained on the MS Companion CD, except as expressly authorized by the Licensed Product Deliverables documentation.

(d) COMPANY may not transfer or copy any files contained on the MS Companion CD to any media other than COMPANY’s Companion CD; however, COMPANY or COMPANY Subsidiaries’ support websites may include links to relevant Microsoft hosted download sites.

(e) COMPANY may not engage an AR to replicate COMPANY’s Companion CD until COMPANY receives notice from MS that COMPANY’s Companion CD has passed the MSCORP Compatibility Test as outlined in the Licensed Product Deliverables.

(f) If COMPANY engages an AR to replicate COMPANY’s Companion CD before COMPANY receives such MS approval, neither MS nor its Suppliers shall be responsible for any costs or damages incurred by COMPANY (including, without limitation, costs or damages incurred if MS requires changes to COMPANY’s Companion CD).

(g) COMPANY shall distribute COMPANY’s Companion CD (i) in the form and packaging as received from the AR and (ii) only in the Device packaging. Notwithstanding AP 2140(g)(ii), COMPANY or COMPANY’s authorized service representative may distribute a replacement COMPANY’s Companion CD separate from the Device if each of the following are satisfied: (1) such replacement COMPANY’s Companion CD is provided to a Device End User for support purposes (e.g. the COMPANY’s Companion CD was lost or destroyed by the Device End User); (2) COMPANY shall use commercially reasonable efforts to authenticate the Device End User prior to distributing the replacement COMPANY’s Companion CD: (3) such replacement COMPANY’s Companion CD shall be distributed directly from the COMPANY or COMPANY’s authorized service representative to the Device End User and not distributed through the Channel; and (4) no more than 2 replacement COMPANY’s Companion CD’s may be distributed to the same Device End User.

(h) COMPANY hereby agrees that it owns all right, title and interest in, or has all necessary rights to authorize the AR to replicate, the COMPANY Software. COMPANY shall defend, indemnify and hold harmless MS and its Suppliers from and against any and all third party claims or demands, or any other liability or damages whatsoever arising out of or related to the replication, licensing, distribution, or use of the COMPANY Software subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2140h(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(vi)

(2151) (a) The Licensed Product Deliverables includes sample code located at: %_WINCEROOT%\PUBLIC\COMMON\OAK\DRIVERS\BLUETOOTH\SAMPLE (collectively, “Bluetooth Sample Code”). Prior to distribution of the Bluetooth Sample Code with an Image on a Device, COMPANY shall pass the Bluetooth Tests (defined below). “Bluetooth Tests” means a standard series of tests, as amended from time to time, to determine compliance with the Bluetooth certification process described at [***] or such other location that may be designated from time to time.

(b) NOTWITHSTANDING ANYTHING TO CONTRARY IN THIS LICENSE AGREEMENT, THE BLUETOOTH SAMPLE CODE IS PROVIDED “AS IS” AND WITH ALL FAULTS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, NONINFRINGEMENT, ACCURACY, AND EFFORT IS WITH COMPANY. WITH RESPECT TO THE BLUETOOTH SAMPLE CODE, MS, MSCORP AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OTHERWISE SET FORTH IN THE LICENSE AGREEMENT, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTY THAT THE BLUETOOTH SAMPLE CODE OR ANY IMAGE INCLUDING THE BLUETOOTH SAMPLE CODE WILL OPERATE PROPERLY ON ANY DEVICES. MS, MSCORP, AND THEIR SUPPLIERS ALSO DISCLAIM ANY COMMON-LAW DUTIES RELATING TO ACCURACY OR LACK OF NEGLIGENCE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH COMPANY’S ENJOYMENT OF THE BLUETOOTH SAMPLE CODE OR AGAINST INFRINGEMENT.

(2153) COMPANY shall advise the End User which language versions of Licensed Product that have been preinstalled on the Device.

(2161) COMPANY is not licensed to distribute, license or put in use the Speech Applications Programming Interface (“SAPI”) other than for operation of the Licensed Product.

(2183) The Licensed Product features designed to invoke phone functions such as voice-activated dialing are only enabled on Devices running the phone edition of Microsoft^® Windows Mobile^® 6, Professional and Microsoft^® Windows Mobile^® 6, Standard.

Such features may not invoke phone functions on devices that (a) do not run the phone edition of Microsoft^® Windows Mobile^® Software for Pocket PC and Microsoft^® Windows Mobile^® Software for Smartphone and/or (b) utilize third party hardware or software to provide telephony features and functionality.

(2184) COMPANY may distribute the corresponding language version of the Licensed Product for each language version of Microsoft^® Windows Mobile^® that is installed on the Device.

(2350) COMPANY and MS agree that the following provisions shall apply with respect to this Licensed Product:

(a) COMPANY or Mobile Operators shall be responsible for compliance with all applicable telecommunications laws and regulations relating to the Devices. COMPANY shall indemnify, defend and hold MS and its Suppliers harmless with respect to any damages, losses, complaints, suits or fines resulting from COMPANY’s or any Mobile Operator’s failure to obtain or maintain any required permit, approval, license or certification or failure to comply with any regulation, statute, order or decree applicable to the Devices subject to the following:

(i) MS shall promptly notify COMPANY in writing of such claim;

(ii) COMPANY shall have sole control over the defense and/or settlement of such claim subject to Additional Provision 2350a(iii)-(v);

(iii) MS shall provide COMPANY with reasonable assistance in the defense of the claim;

(iv) MS and/or MSCORP shall have the right to participate in the defense and/or settlement at MS or MSCORP’s sole expense; and

(v) COMPANY shall not consent to the entry of any judgment or any settlement that would subject MS or MSCORP to any monetary payments without the prior, written consent of MS and/or MSCORP, which consent shall not be unreasonably withheld.

(b) Between the parties, COMPANY shall be solely responsible for all negotiations, agreements, tests, and other required actions with Mobile Operators with respect to the use of the Devices on such Mobile Operator’s network.

(c) COMPANY acknowledges and agrees that MS may independently negotiate marketing and other arrangements with Mobile Operators, retailers, distributors, and/or other Channel members supporting the Devices, provided that such arrangements shall not modify existing obligations of or impose additional obligations upon COMPANY or involve the usage of COMPANY’s logos or trademarks without the written approval of COMPANY which shall not be unreasonably withheld provided that any usage of COMPANY’s trademarks, logos, or product images shall be pursuant to the terms of a signed written agreement between the parties.

(d) COMPANY shall:

(i) contractually prohibit Mobile Operators from removing, modifying or suppressing any part of the Image, except as otherwise permitted by the Licensed Product Deliverables. Notwithstanding the foregoing, COMPANY may provide Mobile Operators with Supplemental Code and Updates, for distribution by such Mobile Operators to End Users on external media only, after passing applicable testing with respect to the updated Image; and

(ii) use commercially reasonable efforts to contractually prohibit Mobile Operations from configuring any programs (including without limitation any default “Today pages”, “shells”, “screen savers”), “wizards” or other content to be enabled, run or initialized automatically (i.e., without requiring a deliberate act of the End User) from an icon, URL, or folder on the UI Screen or the Desktop Screen or otherwise. By way of example only, and without limiting the generality of the foregoing, Mobile Operators must agree that it shall not populate with any programs or other content the Licensed Product software “Start-up” directory, initialization or other files in any manner which will cause any program or content to run or load automatically upon power on, except for device drivers necessary to support preinstalled or preconfigured hardware devices (e.g., LCD panels, keyboards, etc.). This provision applies to New Devices launched after the Amendment Date.

(e) (i) MS shall have no responsibility hereunder to provide support services to any Mobile Operator or any End User of the Devices. MS may make available support service agreements to Mobile Operators or End Users, with respect to the Device(s) and/or similar devices of other manufacturers incorporating the Licensed Product; and

(ii) COMPANY shall provide or shall ensure that the applicable Mobile Operator provides support services to End Users of the Device.

(f) MS makes no representation or warranty that Devices operated with the Licensed Product will be compatible with the network structure of any particular Mobile Operator.

(2351) COMPANY must have in effect a Field Upgrade Schedule to the License Agreement prior to distributing this Licensed Product. COMPANY must report distribution and pay the royalty for this Licensed Product as set forth in the License Agreement and the Field Upgrade Schedule.

(2822) Standards.

(a) For the purposes of this Licensed Product, the definition of “Standards” means telecom and CODEC standards (including any successors or derivatives) as well as any rights offered by patent pool licensing agencies such as MPEGLA, VIA Licensing and HDMI Licensing.

Examples include, without limitation:

• Global System for Mobile (Communications) (GSM)

• General Packet Radio Services (GPRS)

• Code Division Multiple Access (CDMA)

• Single Carrier Radio Transmission Technology (CDMA/1xRTT)

• MPEG (audio and video)

MS may update this list for COMPANY’s reference purposes on the ECE.

(b) COMPANY agrees that MS has not granted to COMPANY under this License Agreement any necessary patent and other intellectual property of third parties with respect to Standards.

(c) COMPANY agrees that MS has not granted to COMPANY under this License Agreement any necessary patent and other intellectual property licenses with respect to patent pools in which MS or MSCORP participates now or in the future.

(d) For this Licensed Product, MS’s duty to defend patent Claims does not include patents that are alleged to be infringed by or essential to an implementation of a Standard.

(2840) MS COMPANION CD contains Microsoft^® Office Outlook^® 2007 Trial, COMPANY may choose to:

(a) Include the Outlook 2007 Trial on the COMPANY Companion CD;

(b) Include a link to the Outlook 2007 Trial download website designated in the Deliverables; or

(c) Not include Outlook 2007 Trial.

(2898)

a. For this Licensed Product, the following additional definition applies:

“Eligible Device” means Devices known as the Treo™ 750 and Treo 750v that were distributed by COMPANY prior to December 31, 2007 with a Windows Mobile 5.0 Licensed Product.

b. To be eligible to report upgrades with this promotional Licensed Product, COMPANY must do all of the following by December 31, 2007:

i. Stop distributing the Eligible Devices with the Windows Mobile 5.0 Licensed Product.

ii. Start distributing a successor version of the Eligible Device with a Windows Mobile 6 Licensed Product and report and pay the applicable royalty for the Licensed Product on the successor Eligible Device. For clarity, other than the use of Windows Mobile 6 as the Licensed Product, the successor version of the Eligible Devices will be substantially the same such as have the same:

• Model name

• Model number, and

• Mobile Operator or non-mobile operator Channel

iii. Make available to End Users, upgrades for the Eligible Devices with this Licensed Product. Despite language to the contrary in the License Agreement, these upgrades can only be made available on COMPANY’s website. All other terms related to upgrades apply.

c. In addition, COMPANY agrees:

i. That COMPANY will not charge End Users for the upgrades other than the reasonable costs of handling and shipping. For clarity, if COMPANY elects to charge more, COMPANY is not eligible to report under this promotional Licensed Product, but can report and pay royalties on the applicable Licensed Product.

ii. To report units of this Licensed Product as provided in the License Agreement.

iii. To send an additional Report in form provided below by email to Microsoft Account Manager on a monthly basis with respect to the Upgrades on Eligible Devices. Section (j) of the Field Upgrade Schedule does not apply to Upgrades on Eligible Devices.

d. COMPANY’s license to distribute the Upgrade on Eligible Devices expires on the sooner of the Expiration Date of the License Agreement or October 31^st, 2008.

e. Section (h)(iii)(E) of the Field Upgrade Schedule does not apply to Upgrades on Eligible Devices.

Windows Mobile 6 Upgrade Incentive Program

DEVICE TABLE

			Total # of Upgrades during the month of _________:
Model Name/Model Number	Website (where upgrade is posted)	Mobile Operator (if a non-mobile operator device model please note)	4NO-00010

(2919) Limited Distribution

This Licensed Product may only be used on Devices approved by Mobile Operator. OEM must report both the Windows Mobile 6 Standard ODSI and the Windows Mobile 6 Standard licensables per the Sales Out Reporting Guidelines.

(3050) Limited Distribution

Company may distribute Licensed Product, directly or through its Channel, to existing End Users of Palm Treo 700 wx operating on the Windows Mobile 5.0 Licensed Product on the Verizon network. In consideration for these rights, the parties agree to increase COMPANY’s minimum commitment obligations for the third period of this License Agreement by $[***]. Company and MS agree that after Company has paid $[***] in royalty payments to MS for units of Licensed Products distributed at the $[***] royalty rate, Company will not be required to make additional royalty payments for this Licensed Product.

DEVICES

Devices are described in the table below. Each listed Device must have a unique model line name, model name, or model number which COMPANY uses both internally (in COMPANY’s books and records) and externally (on the Device and packaging).

At COMPANY’s option, for purposes of administrative convenience, COMPANY may designate models by model line or series (e.g., “Jaguar model line”, “Jaguar Pro series”, “Jaguar Pro 750 model line”, “Jaguar Pro 950 series”, etc.). Devices defined by model line or series shall include all present models which include the designated model line or series name, (e.g., “Jaguar Pro model line” includes Jaguar Pro, Jaguar Pro 950, Jaguar Pro S, etc.; “Jaguar series” includes Jaguar, Jaguar Pro, Jaguar Pro 950, Jaguar S400, etc.; “Jaguar Pro 950 series” includes Jaguar Pro 950, Jaguar Pro 955, etc.).

COMPANY may elect to include as Device(s) new models which comply with all of the terms and conditions of this License Agreement by notifying MS of any such new model(s) when COMPANY submits its royalty report for the reporting period in which each such new model is first distributed with Licensed Product. Any new model in a licensed model line or series which is not included in a Notice to Add Devices (and is thus not licensed for the applicable Licensed Product) must have a unique model number or model name used for internal and external identification purposes which distinguishes it from any model which COMPANY has designated previously as a Device.

Product Number Key: Please refer to the Licensable Part Number in the Product Table above.

A product is not licensed for distribution with a listed Device, unless the product box for such product in the Device table below is marked with a “C”.

DEVICE TABLE

Model Name/Model Number	4NO-00002	4NO-00001	BRE-00017	4PC-00001	T67-00055	4PB-00001	4NO-00010
Treo Series	C		C	C	C	C	C
700WX		C
Model Name/Model Number	4NN-00031	4NN-00032	4NN-00035
Treo Series	C	C	C

COMPANY hereby represents and warrants that the names and numbers indicated in the Model Name/Model Number column in the table above accurately denote the actual designation used by COMPANY to identify the listed models (on the Device and in COMPANY’s internal books and records).

EX-10.9

Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Exhibit 10.9

AMENDMENT NUMBER 8

Amendment Date: August 1, 2008

To

MICROSOFT OEM EMBEDDED OPERATING SYSTEMS LICENSE AGREEMENT FOR REFERENCE PLATFORM DEVICES

Between MICROSOFT LICENSING, GP, A general partnership organized under the laws of: State of Nevada, USA

And PALM, INC. A Corporation of Delaware

Agreement Effective Date: February 1, 2005

MS Agreement Number 5140570011

Effective as of the Amendment Date the indicated portions of the License Agreement are amended as follows:

1. For this License Agreement, Section 2(e)(i) is deleted and replaced with the following for a trial of the Palm Treo Pro UMTS Device only:

(e) (i) COMPANY shall permanently affix a COA to an accessible location on each Device, a COMPANY Companion CD or on [***] in the form as received from an AR in the Device packaging (e.g., an MS approved COA card).

COMPANY shall distribute the remaining APM, if any:

(1) with the Device; or

(2) on COMPANY or COMPANY Subsidiaries’ support websites.

COMPANY should include documentation on or in the box that describes the following:

(1) how to synchronize the Device;

(2) how to launch the solution if it fails on first tether; and

(3) how to contact COMPANY for product support.

COMPANY shall include on COMPANY or COMPANY Subsidiaries’ support websites the following:

(1) URLs to MS download pages for MS AS/WMDC; and

(2) within sixty (60) days of COMPANY’s first commercial shipment of the Palm Treo Pro UMTS Device, information on how to obtain MS AS/WMDC binaries from COMPANY or COMPANY Subsidiaries.

Notwithstanding anything to the contrary in Section 2140(d), COMPANY or COMPANY Subsidiaries may transfer and/or copy the MS AS/WMDC binaries to any COMPANY independent storage media (e.g. USB Memory Stick, SD card) and distribute these binaries, as embedded on such media, directly to licensed end users of the Palm Treo Pro UMTS Device.

COMPANY must follow the same current branding and image creation guidelines as provided by Microsoft in the Getting Started CD.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date first written above. All signed copies of this Amendment shall be deemed originals. This Amendment is executed only in the English language.

MICROSOFT LICENSING, GP	PALM, INC.
A general partnership organized under the laws of: State of Nevada, USA	A company organized under the laws of: State of Delaware
/s/ [***]	/s/ [***]
By (Signature)	By (Signature)
[***]	[***]
Name (Printed)	Name (Printed)
Senior Program Manager	VP – Winmo
Title	Title
November 21, 2008	November 17, 2008
Date	Date