THIS IS A LICENSE AGREEMENT ("AGREEMENT") BETWEEN HANDSPRING,
INC. ("HANDSPRING") AND YOU ("DEVELOPER").  THIS AGREEMENT PROVIDES
DEVELOPER THE RIGHT TO USE ONE COPY OF THE ACCOMPANYING SOFTWARE
AND/OR ANY RELATED DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE"),
SUBJECT TO THE TERMS OF THE FOLLOWING AGREEMENT.  HANDSPRING IS
WILLING TO GRANT DEVELOPER THE FOLLOWING LICENSE (THE "LICENSE") TO
USE THE SOFTWARE ACCORDING TO THIS AGREEMENT, ONLY ON THE CONDITION
THAT DEVELOPER ACCEPTS ALL TERMS IN THIS AGREEMENT.
  
BY CLICKING ON THE "I AGREE" BUTTON BELOW, DEVELOPER ACKNOWLEDGES THAT
DEVELOPER READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND
BY IT.  IF DEVELOPER DOES NOT AGREE TO ANY OF THE TERMS BELOW,
HANDSPRING DOES NOT LICENSE THE SOFTWARE TO DEVELOPER, AND DEVELOPER
SHOULD CLICK ON THE "I DECLINE" BUTTON BELOW TO DISCONTINUE THE
INSTALLATION PROCESS.

1. SCOPE.  Handspring develops, distributes and markets a family of
  handheld computers, based on the Palm Computing platform, some of
  which contain an external "slot" (the "Springboard(TM) slot") into
  which compatible third party plug-in hardware/software products can
  be inserted, and some of which are integrated handheld
  communications devices ("Communicators").  Handspring products which
  have the Springboard(TM) slot are referred to in this agreement as
  "Springboard(TM) Enabled Products."  In order to facilitate
  development of such compatible plug-in products for Springboard(TM)
  Enabled Products and development of hardware and/or software for
  Communicators, Handspring will make available to third parties the
  Software for use in developing such products in accordance with the
  terms of this Agreement.

2. LICENSE GRANT.  Subject to the terms and conditions of this
  Agreement, Handspring hereby grants to Developer a non-exclusive,
  non-transferable license under Handspring's intellectual property
  rights in the Software (a) to use, reproduce and modify the
  Software, in both source code and object code forms, solely in
  connection with Developer's development and manufacture of products
  which plug into the Springboard(TM) slot and meet Handspring's
  Springboard(TM) compatibility requirements and/or products which are
  designed for use with Communicators (collectively "Licensed
  Plug-Ins"); and (b) to distribute Licensed Plug-Ins containing
  executable versions of the Software and grant to end users of
  Licensed Plug-Ins the right to use executable versions of the
  Software, solely for use with such Licensed Plug-Ins, and provided
  that each end user license granted by Developer is at least as
  protective of Handspring's interests and intellectual property
  rights as this Agreement and disclaims all warranties and
  liabilities on behalf of Handspring.

3. LICENSE RESTRICTIONS.  Except as otherwise expressly provided under
  this Agreement, Handspring grants no rights and Developer obtains no
  rights, express, implied, or by estoppel, in any Handspring
  intellectual property.  Except as described in Section 1, Developer
  shall have no right to, and specifically agrees not to: (a) transfer
  or sublicense its license rights to any other party or entity; (b)
  transfer the Software to any other party or entity; (c) use the
  Software, in whole or part, to develop, manufacture or distribute
  any products other than Licensed Plug-Ins; or (d) use the Software,
  in whole or part, to develop, manufacture or distribute products
  (including Licensed Plug-Ins) for use as a plug-in or accessory to
  any product other than Springboard(TM) Enabled Products and/or
  Communicators. For purposes of this Section, Software includes any
  Developer-created derivatives of the original Software provided by
  Handspring.

4. NO TRADEMARK LICENSE.  Notwithstanding anything to the contrary,
  Handspring does not grant to Developer any license or right to use
  any of Handspring's trademarks, trade dress, service marks, artwork,
  icons, logos, color schemes, or other industrial designs and
  designations of source.  Developer agrees to modify the Software so
  that any versions of the Software which are distributed to other
  entities (including end users) shall not identify Handspring or its
  licensors (including without limitation removing any identification
  of Handspring from the "About box" in the Software).

5. UPDATES AND SUPPORT.  From time to time, Handspring in its sole
  discretion may make updates, upgrades and error corrections of the
  Software available to Developer.  Any such updates, upgrades and
  error corrections shall be considered "Software" and licensed to
  Developer under the terms of this Agreement.  Notwithstanding the
  foregoing, Handspring has no obligation to produce or make available
  to Developer any updates, upgrades or error corrections, or to
  otherwise support or maintain the Software.

6. OWNERSHIP. Handspring is the sole and exclusive owner of all
  rights, title and interest in and to the Software, including,
  without limitation, all intellectual property rights therein.
  Developer's rights in the Software are limited to those expressly
  granted hereunder.  Handspring reserves all other rights and
  licenses in and to the Software not expressly granted to Developer
  under this Agreement.  Subject to Handspring's rights in the
  Software, Developer shall retain all rights in modifications to the
  Software developed by Developer in accordance with this Agreement;
  provided, however, Developer hereby covenants and agrees that it
  will not, at any time during the term of this Agreement or
  thereafter, assert any claim of any kind against Handspring, any
  Handspring customer, or any Handspring licensee of the Software,
  alleging infringement of the Developer's intellectual property or
  other rights is such modifications.

7. CONFIDENTIALITY.  Each party acknowledges that it will acquire
  information and materials from the other party and knowledge about
  the business, products, customers, clients and suppliers of the
  other party and that all such knowledge, information and materials
  acquired, including without limitation the Software, are and will be
  the trade secrets and confidential and proprietary information of
  the disclosing party (collectively "Confidential
  Information"). Confidential Information will not include, however,
  any information that (i) is received by the receiving party from a
  third party without restriction on use or disclosure, (ii) the
  disclosing party gives to third parties without restriction on use
  or disclosure, or (iii) is previously known to the receiving party
  or independently developed by the receiving party.  For the term of
  this Agreement and for a period of five (5) years following
  termination of expiration of this Agreement, each party agrees to
  use reasonable efforts to hold all such Confidential Information in
  confidence, and not to disclose it to others or use it except for
  purposes of this Agreement. For the purposes of this section, the
  User Interface ("look and feel") of the Software (if applicable) or
  any modifications by the Developer thereof is considered
  Confidential Information of Handspring.

8. DEVELOPER INDEMNIFICATION.  Developer will defend at its expense
  any action brought against Handspring to the extent that it arises
  from or relates to Developer's use, development, modification,
  reproduction, marketing or distribution of the Software or end
  user's use of the Software, and Developer will pay any settlements
  and any costs, damages and attorneys' fees finally awarded against
  Handspring in such action which are attributable to such claim;
  provided, the foregoing obligation shall be subject to notifying
  Developer promptly in writing of the claim, giving it the exclusive
  control of the defense and settlement thereof, and providing all
  reasonable assistance in connection therewith.

9. WARRANTY DISCLAIMER.  HANDSPRING MAKES NO WARRANTIES, EITHER
  EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, AND SPECIFICALLY
  DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE,
  NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.  THE
  SOFTWARE IS PROVIDED "AS IS."  HANDSPRING DOES NOT WARRANT THAT THE
  SOFTWARE IS ERROR FREE, THAT HANDSPRING WILL CORRECT ANY ERRORS IN
  THE SOFTWARE, THAT DEVELOPER WILL BE ABLE TO OPERATE THE SOFTWARE
  WITHOUT PROBLEMS OR INTERRUPTION, OR THAT THE SOFTWARE WILL BE
  SUITABLE FOR DEVELOPER'S NEEDS. ALSO, THERE IS NO WARRANTY, DUTY OR
  CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,
  CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT.  THE ENTIRE RISK
  AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE
  SOFTWARE REMAINS WITH THE USER.

10. LIMITATION OF LIABILITY.  EXCEPT FOR BREACHES OF THE SECTIONS
   ENTITLED "LICENSE GRANT", "NO TRADEMARK LICENSE", "LICENSE
   RESTRICTIONS", OR "CONFIDENTIALITY", IN NO EVENT WILL EITHER PARTY
   BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST BUSINESS, OR ANY
   CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR
   RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BASED IN CONTRACT
   OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
   DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE
   EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
   INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO USER.

11. TERM AND TERMINATION. This Agreement shall remain in effect for
   the partial calendar year ending on the first March 31 following
   the effective date, and shall automatically renew for additional
   one (1) year terms ending on each subsequent March 31, except that
   the Agreement shall automatically terminate if either party
   materially breaches or is in default of any obligation hereunder or
   if either party provides notice of non-renewal by January 1.  The
   parties agree that Handspring may provide notice by making the
   notice available in a manner similar to the manner in which the
   Software was made available. The provisions of Section 5 through 9
   shall survive any termination expiration of the Agreement.

12. EXPORT RESTRICTIONS.  Developer acknowledges that the Software is
   subject to U.S. export jurisdiction.  Developer agrees 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.

13. GENERAL.  This Agreement will be governed by and construed and
interpreted in accordance with the internal laws of the State of
California, excluding that body of law applicable to conflict of laws.
No waiver, amendment or modification of any provision hereof or of any
right or remedy hereunder will be effective unless made in writing and
signed by the party against whom such waiver, amendment or
modification is sought to be enforced.  No failure by any party to
exercise, and no delay by any party in exercising, any right, power or
remedy with respect to the obligations secured hereby will operate as
a waiver of any such right, power or remedy.  Neither this Agreement
nor any right or obligation hereunder may be assigned or delegated by
Developer (including by operation of law) without Handspring's express
prior written consent, which consent will not be unreasonably
withheld, and any assignment or delegation without such consent will
be void.  This Agreement will be binding upon and inure to the benefit
of the successors and the permitted assigns of the respective parties
hereto.  If any provision of this Agreement is declared by a court of
competent jurisdiction to be invalid, void, or unenforceable, the
parties will modify such provision to the extent possible to most
nearly effect its intent.  In the event the parties cannot agree, then
either party may terminate this Agreement on sixty (60) days notice.
This Agreement constitutes the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements or understandings, written or oral,
between the parties hereto with respect to the subject matter hereof.
THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND
INTERNATIONAL TREATY.  UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS
SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
  
Copyright (C) 2001 Handspring, Inc.  All Rights Reserved.
