License and Distribution Agreement - Motorola Inc. and Lynx Real-Time Systems Inc.


                      LICENSE AND DISTRIBUTION AGREEMENT

This License and Distribution Agreement ("Agreement") is established between
Motorola, Inc., a Delaware corporation, by and through its Commercial,
Government and Industrial Solutions Sector, with offices at 1301 E. Algonquin
Road, Schaumburg, Illinois 60196 ("Motorola") and Lynx Real-Time Systems, Inc.,
a California corporation, with offices at 2239 Samaritan Drive, San Jose,
California 95214 ("Company").

                                   Recitals

     WHEREAS, Motorola is in the business of designing, developing,
manufacturing, selling and licensing communications system equipment and
licensing software for the operation of communications systems on a worldwide
basis; and

     WHEREAS, Company is in the business of manufacturing and distributing
certain software products; and

     WHEREAS, Motorola has been licensed under Company's shrink wrap Development
license to develop Company's software to create derivative products which will
be implemented into Motorola's products to create Motorola's radio systems site
controller;

     WHEREAS, Motorola desires to distribute, on a non-exclusive basis, certain
software, and Company desires to provide software to support Motorola's line of
communication products; and

                                   Agreement

     NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the parties hereto agree
as follows:

1.   Definitions

     (a)   "Confidential Information" means confidential or proprietary data or
           information of either party which is disclosed in oral, written,
           graphic, machine recognizable, sample or any other form, by one party
           to the other party and which is clearly designated or marked as
           confidential or proprietary. In order for information disclosed
           orally to be considered Confidential Information, it must be
           identified as confidential at the time of disclosure and shall be
           confirmed in writing by the disclosing party within thirty (30) days
           after such disclosure.

     (b)   "Customer Product" means the radio systems site controller in which
           Motorola incorporates Software.

     (c)   "Customer(s)" means, individually or collectively, as applicable, all
           entities, their successors and assigns, in the chain of distribution,
           sale and use of Customer Products, including without limitation,
           Motorola affiliates, Motorola subsidiaries, Motorola joint ventures,
           third party licensees, resellers, agents, representatives,
           distributors, system operators and end-users.

     (d)   "Documentation" means all product technical, and user documentation
           and any succeeding changes thereto, including, without limitation,
           all specifications as set forth in Company's product manuals;
           installation, maintenance, operating and Customer manuals,
           instructions and diagnostics; system administrative materials;
           configuration guides provided by Company with its standard product.

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH 
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE 
OMITTED PORTIONS.

                                       1

 
     (e)  "Exhibits" means the documents attached hereto and incorporated by
          this reference, as may be amended from time to time by agreement of
          the parties. Exhibits include, without limitation, the following:

                 Exhibit A --Software License Maintenance Fees


     (f)  "License Fees" means the net license fees for Software as set forth in
          Exhibit A.

     (g)  "Modification" means a revision, new function or minor change to the
          Products intended to correct errors or non-conformance with
          Documentation and provided as a change in the then-current release of
          the Customer Products.

     (h)  "Software Specifications" means the Documentation provided by Company
          which accompanies the Software and which provides a technical
          description of the Software's functionality.

     (i)  "Software" means the software (including firmware), in binary form
          only solely owned or solely controlled by Company as described on
          Exhibit A and all Modifications and future releases thereof. The
          parties may mutually agree in writing to amend Exhibit A from time to
          time.

     (j)  "Sale or Selling". All references in this Agreement to the "sale" or
          "selling" of products shall mean the granting of a license to use such
          Software or Software Copies. All references in this Agreement to the
          "purchase" of products shall mean the obtaining of a license to use
          such product.

2.   Invoicing and Payment

     (a)  Payment. Motorola shall pay fees, if any, and royalties within forty-
          -------
          five (45) days of the date of invoice. Upon execution of this
          Agreement, Company will invoice Motorola for all applicable fees as
          defined in Exhibit A. In addition, Company shall invoice Motorola for
          additional Licensed Software ordered by Licensee and for any other
          amounts due to Company hereunder as such amounts are incurred.
          Motorola agrees to pay all such invoices in full per the terms of the
          invoice. Any amounts due under any invoice not received by Company
          within such period shall be subject to a service charge of one an one
          half percent (1-1/2%) per month, or the maximum charge permitted by
          law, whichever is less.

     (b)  Reports. Motorola shall, within thirty (30) days of the end of each
          -------
          calendar quarter, deliver to Company a report detailing the number of
          copies of each Licensed Software made and the number of such copies
          distributed by Motorola during the previous calendar quarter, and
          setting forth the aggregate royalties due and owing to Company
          thereon. A check for the amount of aggregate royalties owed shall
          accompany the report. All payments hereunder will be in U.S. Dollars,
          without deductions of any kind. Payments made by Motorola under this
          Agreement will be non-refundable to Motorola.

     (c)  Royalty Report Certification. At Company's request, which shall not
          ----------------------------
          be more than once per calendar year, Motorola shall provide a
          certification by one of its corporate officers, that they have
          reviewed the licenses purchased during the previous period (which
          shall be not more than three (3) years) and that the Motorola officer
          certifies that to the best of his knowledge, the royalty reports
          accurately reflect the number of licenses of the Licensed Software
          sold by Motorola and that Motorola has properly paying, or is paying
          the royalties to Company in accordance with this Agreement.

     (d)  The prices set forth in Exhibit A for the Software do not include
          applicable sales, use, excise or similar taxes. To the extent Company
          is required by law to collect such taxes,

                                       2

 
          one hundred percent (100%) thereof shall be added to invoices and paid
          in full by Motorola, unless Motorola is exempt from such taxes and
          furnishes Company with a certificate of exemption therefor.

3.   Warranties

     (a)  Software
          --------

          (i)   Company warrants that it is the true and lawful owner or
                licensee of the Software licensed hereunder and that it has
                clear title to said Software. Company further warrants that it
                has full power and authority to license the Software licensed to
                Motorola hereunder and to convey all other rights and licenses
                granted to Motorola under this Agreement, including any third
                party intellectual property rights relating to the Software.

          (ii)  Company warrants that the Software does not include any key,
                code, date, serial number or any other signal or routine that
                automatically triggers the shutdown of Software operation.
                Company warrants that the Software is free from viruses and
                worms.

          (iii) COMPANY FURTHER WARRANTS THAT, FOR A PERIOD OF NINETY (90)
                DAYS FROM THE EFFECTIVE DATE, THE MEDIA ON WHICH THE LICENSED
                SOFTWARE IS FURNISHED UNDER NORMAL USE WILL BE FREE FROM
                DEFECTS IN MATERIALS AND WORKMANSHIP. COMPANY'S ENTIRE
                LIABILITY, AND LICENSEE'S EXCLUSIVE REMEDY, UNDER THIS
                WARRANTY WILL BE, AT COMPANY'S OPTION, TO REPLACE THE MEDIA.
                EXCEPT FOR THE EXPRESS LIMITED WARRANTIES STATED IN THIS
                SECTION, THE LICENSED SOFTWARE IS PROVIDED "AS IS." COMPANY
                MAKES NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED,
                STATUTORY, OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS
                ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                PARTICULAR PURPOSE. ANY DEFECTS IN THE LICENSED SOFTWARE
                SHALL BE CORRECTED BY COMPANY IN ACCORDANCE WITH THE
                SUPPORT AGREEMENT EXECUTED AND IN PLACE BETWEEN THE
                PARTIES. COMPANY DOES NOT WARRANT THAT USE OF THE LICENSED
                SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, WILL MEET
                MOTOROLA'S REQUIREMENTS, OR THAT THEY WILL OPERATE WITH THE
                COMBINATION OF HARDWARE AND SOFTWARE SELECTED BY
                MOTOROLA.

     (b)  Year 2000 Compliance
          --------------------

          Company represents and warrants, in addition to all other
          representations and warranties, that until July 31, 2001, the Software
          supplied will be: (i) free from any error(s) or defect(s) relating to
          date data (including leap year calculations); (ii) will not generate
          any invalid and/or incorrect date-related results; and (iii) such date
          data will not impair the performance, output or accuracy of Motorola's
          systems or products to the extent that Company's Software is
          responsible for the performance, output or accuracy of the Motorola
          systems.

4.   Intellectual Property Rights

     (a)  All patents, copyrights, mask works, circuit layout rights, design
          rights, trade secrets and other proprietary rights in the Software and
          Company's Confidential Information are and shall remain the exclusive
          property of Company or its licensor.

                                       3

 
     (b)  All patents, copyrights, mask works, circuit layout rights, design
          rights, trade secrets and other proprietary rights in Motorola's
          Confidential Information are and shall remain the exclusive property
          of Motorola or its licensors.

     (c)  Any intellectual property rights resulting from an addition or change
          to the Software if made exclusively by Motorola shall be the exclusive
          property of Motorola.

5.   License Grants

     (a)  Company grants, under this license, Motorola a perpetual, worldwide,
          non-exclusive right to use, distribute, market, sell or sublicense the
          Derivative Products, which are embedded in the Customer Product, as
          set forth herein. Motorola shall not directly resell or sublicense the
          Licensed Software in its entirety to other parties.

     (b)  Company grants Motorola a perpetual worldwide, non-exclusive right to
          grant to others perpetual, worldwide, non-exclusive sublicenses to
          use, and copy for backup and archival purposes the Software with
          Customer Products provided that such sublicensees agree to be bound by
          terms and conditions no less restrictive than those contained herein.



6.   Confidentiality

     (a)  From time to time during the performance of this Agreement, the
          parties may deem it necessary to provide each other with Confidential
          Information. The parties agree:

          (i)   To maintain the confidentiality of such Confidential Information
                and not disclose same to any third party, except as authorized
                by the original disclosing party in writing.

          (ii)  To restrict disclosure of Confidential Information to employees
                and contractors who have a "need to know," provided that a
                party's employees and contractors are bound by terms of
                nondisclosure no less restrictive than those contained herein.
                Such Confidential Information shall be handled with the same
                degree of care which the receiving party applies to its own
                confidential information but in no event less than reasonable
                care.

          (iii) To take precautions necessary and appropriate to guard the
                confidentiality of Confidential Information, including informing
                its employees and contractors who handle such Confidential
                Information that it is confidential and not to be disclosed to
                others.

          (iv)  That Confidential Information is and shall at all times remain
                the property of the disclosing party. No use of any Confidential
                Information is permitted except as otherwise expressly provided
                herein and no grant under any proprietary rights is hereby given
                or intended, including any license implied or otherwise.

     (b)  Notwithstanding anything other provisions of this Agreement,
          Confidential Information shall not include any information that:

          (i)   Is or becomes publicly known through no wrongful act of the
                receiving party; or
          (ii)  Is, at the time of disclosure under this Agreement, already
                known to the receiving party without restriction or disclosure;
                or
          (iii) Is, or subsequently becomes, rightfully and without breach of
                this Agreement, in the receiving party's possession without any
                obligation restricting disclosure; or

                                       4

 
          (iv)  Is independently developed by the receiving party without breach
                of this Agreement; or
          (v)   Is explicitly approved for release by written authorization of
                the disclosing party; or
          (vi)  Is required to be disclosed pursuant to court order or order of
                governmental authority, provided that the receiving party shall
                use reasonable efforts to provide the disclosing party advance
                notice of any such disclosure and to permit the disclosing party
                to intervene in any relevant proceedings to protect the
                disclosing party's interests.

     (c)  The receiving party acknowledges that Confidential Information may
          contain information that is proprietary and valuable to the disclosing
          party and that unauthorized dissemination or use of the Confidential
          Information may cause irreparable harm to the disclosing party.
          Therefore, the receiving party shall take appropriate action, by
          instruction, agreement or otherwise, with any employee or contractor
          permitted access to the Confidential Information so as to enable it to
          hold the Confidential Information in confidence or otherwise satisfy
          its obligations under this Agreement.

     (d)  Each party's obligations under this Agreement to keep confidential and
          restrict use of the other party's Confidential Information shall
          survive the expiration or termination of this Agreement for a period
          of three (3) years.

     (e)  Except as may be required by applicable law, neither party shall
          disclose to any third party the contents of this Agreement or any
          amendments hereto without the prior written consent of the other
          party.

     (f)  Company acknowledges that Motorola and/or third party software vendors
          are, or may be developing, software applications similar in
          functionality to those developed hereunder by Company. Company agrees
          that the receipt of Confidential Information by Motorola from Company
          shall in no way prohibit Motorola and/or third party software vendors
          from developing such applications, provided that the provisions of
          this Section 8 regarding the ownership, protection and security of
          Company's Confidential Information have not been breached.

7.   Limitation of Liability and General Indemnity

     (a)  IN NO EVENT SHALL EITHER MOTOROLA OR COMPANY, WHETHER AS A RESULT OF
          BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWiSE, HAVE ANY
          LIABILITY TO EACH OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
          INCIDENTAL OR CONSEQUENTIAL DAMAGES.

     (b)  Company and Motorola agree to indemnify and hold harmless the other
          from any and all claims, damages, expenses, suits, losses or liability
          for any death, injury, damage caused by, or arising from or connected
          with this Agreement due to or occasioned by the other party, its
          officers, employees, agents or representatives.

8.   Termination

     (a)  Right to Terminate. Motorola may terminate this Agreement upon written
          notice to the Company if:

          (i)   The Company breaches a material obligation under this Agreement
                and such breach continues uncured for a period of thirty (30)
                days after notice or, if the breach is not one which is capable
                of being cured within thirty (30) days and the Company has
                commenced to cure the breach within such time and continues to
                do so diligently and in good faith, then the Company shall be
                granted an extension for a reasonable period of time at the
                discretion of Motorola.

                                       5

 
          (ii)  The direct or indirect ownership or control of the Company that
                exists on the date of this Agreement changes in any material
                manner that adversely affects the rights of Motorola, including
                the acquisition of ownership or control by a competitor of the
                Company or Motorola. In such event, the Company shall cooperate
                with Motorola to conduct an orderly termination of the
                Agreement. 

          (iii) The Company ceases to conduct business in the normal course,
                becomes insolvent, enters into suspension of payments,
                moratorium, reorganization or bankruptcy, makes a general
                assignment for the benefit of creditors, admits in writing its
                inability to pay debts as they mature, suffers or permits the
                appointment of a receiver for its business or assets, or avails
                itself of or becomes subject to any other judicial or
                administrative proceeding that relates to insolvency or
                protection of creditors' rights.

     (b)  Rights and Obligations at Termination. Upon expiration or termination
          of this Agreement for any reason:

          (ii)  Each party will promptly cease using and destroy or return to
                the other party all items that contain any Confidential
                Information (as defined herein) of the other party, except
                Motorola may retain one copy of Confidential Information for the
                sole and express purpose of supporting then-existing Customers.

          (ii)  Unless otherwise provided for herein, Motorola and Customers
                shall continue to have the right to use Software in object code
                form associated with the Software sold hereunder.

          (iii) Company shall invoice Motorola for any outstanding sums which
                may be owing from any Order, unless Motorola terminates for
                material breach as set forth herein in which event Motorola
                shall have the right to offset any damages against any sums
                owing to Company.



9.   Intellectual Property Indemnification

     Company agrees to indemnify and hold harmless Motorola, its successors,
     assigns and Customers from any and all expenses, liabilities or other
     losses arising from or by reason of any actual or claimed infringement of
     any patents, trademarks, maskworks, copyrights or other intellectual
     property rights and to defend any suits based thereon with respect to the
     use, license or sale of Software or Customer Products by Motorola or the
     Customers. If the use of any portion of the Software developed hereunder is
     enjoined as a result of such suit, then Company, at no expense to Motorola
     and the Customers, shall either procure the right for Motorola and
     Customers to continue using the Software or replace or modify same so that
     they become non-infringing and are of equivalent or superior functionality.
     If neither of the foregoing alternatives are available on terms which are
     acceptable to Motorola, Motorola may return all or any part of the Software
     at Motorola's sole option, for no less than a full refund of the license
     fees paid thereof. Company agrees that its obligations to indemnify, as set
     forth in this Section 11, shall survive the term of this Agreement.

10.  Cumulative Remedies

     Except as otherwise provided herein, if either company breaches this
     Agreement, the non-breaching party shall have the right to assert all legal
     and equitable remedies available. Each party agrees that the non-breaching
     party shall be entitled to equitable relief, including temporary and
     permanent injunctive relief without the proving of damage by non-breaching
     party to protect any of the non-breaching party's interests and rights.

                                       6

 
11.  Term and Renewal

     This Agreement shall commence as of the Agreement date and shall be for an
     initial term of three (3) years, and may be renewed by the parties for
     successive terms of two-years each, provided that each party executes a
     written consent as to each two year renewal period sixty (60) days in
     advance of the expiration date of the previous term.

12.  Export Controls

     Motorola shall obtain all export licenses and other government
     authorizations necessary for the shipment of any Products with such
     assistance from Company as Motorola may reasonably request. Motorola shall
     at its sole cost and expense obtain all export licenses and other
     government authorizations necessary with the reasonable assistance of
     Company.

13.  Notices

     All notices required to be given by one party to the other under this
     Agreement shall be deemed properly given if reduced to writing and
     personally delivered, transmitted by registered or certified post to the
     address shown below with return receipt requested and postage prepaid, or
     by telex or facsimile with correct answerback received. All notices shall
     be effective upon receipt or at such time as delivery is refused by
     addressee upon presentation.

     Motorola shall send notices as follows:

           Lynx Real-Time Systems, Inc.
           2239 Samaritan Dr.
           San Jose, CA 95124

           Attention: Contracts Administration
           Fax#: 408-879-3920

     Company shall send notices as follows:

           Motorola, Inc.
           Commercial, Government and Industrial Solutions Sector
           1301 E. Algonquin Road
           Schaumburg, IL 60196
           Attention: Purchasing
           Fax#: 847-576-4089
     
     and
           Motorola, Inc.
           Attention: Contracts Department
           Fax#: 847-576-4596


14.  Compliance with Laws

     (a)   Company represents and warrants that the Products supplied hereunder
           are produced and delivered in accordance with all applicable laws,
           rules and regulations, including but not limited to those laws, rules
           and regulations governing product safety.

     (b)   Company agrees that it will take all actions required by law in order
           to ensure that all employees are authorized to work in the United
           States of America in accordance with the Immigration Reform and
           Control Act of 1986, as amended.

                                       7

 
     (c)  Executive Order #11246, as amended relative to Equal Employment
          Opportunity and all other applicable laws, rules and regulations
          including Title VII of the Civil Rights Act of 1964, are incorporated
          herein. In addition all laws, rules and regulations applicable to the
          hiring of disabled veterans of the Vietnam Era and to the hiring of
          individuals with physical or mental handicaps are incorporated herein
          by this specific reference.

15.  Force Majeure

     Neither party shall be liable for delays in delivery or performance when
     caused by any of the following which are beyond the actual control of the
     delayed party: (i) acts of God, (ii) acts of the public enemy, (iii) acts
     or failure to act by the other party, (iv) acts of civil or military
     authority, (v) governmental priorities, strikes or other labor
     disturbances, (vi) hurricanes, (vii) earthquakes, (viii) fires, (ix)
     floods, (x) epidemics, (xi) embargoes, (xii) war, and (xiii) riots. In the
     event of any such delay, the date of delivery or performance shall be
     extended for a period equal to the effect of time lost by reason of the
     delay.

16.  Amendment or Waiver

     No provision of this Agreement shall be deemed waived, amended, or modified
     by either party unless such waiver, amendment or modification is in writing
     and signed by the party against whom it is sought to be enforced.

17.  Severability

     In the event any one or more of the provisions of this Agreement is held to
     be unenforceable under applicable law, (i) such unenforceability shall not
     affect any other provision of this Agreement; (ii) this Agreement shall be
     construed as if said unenforceable provision had not been contained herein;
     and (iii) the parties shall negotiate in good faith to replace the
     unenforceable provision by such as has the effect nearest to that of the
     provision being replaced.

18.  Governing Law and Alternative Dispute Resolution (ADR)

     (a)  The validity, performance, and all matters relating to the effect of
          this Agreement and any amendment hereto shall be governed by the laws
          of the State of Illinois.

     (b)  Motorola and Company agree to attempt to settle any claim or
          controversy arising out of this Agreement through consultation and
          negotiation in good faith and spirit of mutual cooperation. Any
          dispute between the parties relating to this Agreement will first be
          submitted in writing to a panel of two senior executives of Company
          and Motorola, who will promptly meet and confer in an effort to
          resolve such dispute. Each party's executive will be identified by
          notice to the other party, and may be changed at any time thereafter
          by notice to the other. Any agreed decisions of the executives will be
          final and binding on the parties. In the event the executives are
          unable to resolve any dispute within thirty days after submission to
          them, either party may then refer such dispute to mediation in
          accordance with Subsection 20(c). In no event will any ADR procedures
          be used to resolve any dispute related to patent validity or
          infringement.

     (c)  If those attempts fail, then the dispute will be mediated by a
          mutually acceptable mediator to be chosen by Motorola and Company
          within forty-five (45) days after written notice by either party
          demanding mediation. Such mediation shall be conducted in the State of
          Illinois. Neither party may unreasonably withhold consent to the
          selection of a mediator, and Motorola and Company will share the costs
          of the mediator equally. Each party shall pay its own attorneys' fees.
          By mutual agreement, however, Motorola and Company may postpone
          mediation until each has completed some specified but limited
          discovery regarding the dispute. The parties may also agree to replace
          mediation with some other form of ADR, such as neutral fact-finding or
          a mini-trial.

                                       8

 
     (d)  Any dispute which cannot be resolved between the parties through
          negotiation, mediation or other form of ADR within six months of the
          date of the initial demand for ADR by one of the parties will then be
          submitted to a court of competent jurisdiction. The use of any ADR
          procedures will not be construed under the doctrines of laches, waiver
          or estoppel to affect adversely the rights of either party. Nothing in
          this Section will prevent either party from resorting to judicial
          proceedings if (a) good faith efforts to resolve the dispute under
          these procedures have been unsuccessful, or (b) interim relief from a
          court is necessary to prevent serious and irreparable injury to that
          party or to others.

     (e)  Performance by the parties under this Agreement shall not be suspended
          during the pendency of any dispute unless the parties otherwise agree.


19.  Assignment

     Neither this Agreement nor any right hereunder may be transferred, assigned
     or delegated by Company without the prior written consent of Motorola. Any
     attempted assignment, delegation or transfer shall be void.

20.  Publicity

     Neither party shall issue a press release or make any similar public
     announcement regarding the transactions contemplated by this Agreement
     without the other party's prior written consent to the specific language
     and intended distribution of such press release or announcement.

21.  Waiver

     Failure or delay on the part of Motorola to exercise any right, power or
     privilege hereunder shall not operate as a waiver thereof.

22.  Authority

     Each party hereto represents and warrants that (i) it has obtained all
     necessary approvals, consents and authorizations of third parties and
     governmental authorities to enter into this Agreement and to perform and
     carry out its obligations hereunder, (ii) the persons executing this
     Agreement on its behalf have express authority to do so, and, in so doing,
     to bind the party thereto; (iii) the execution, delivery, and performance
     of this Agreement does not violate any provision of any bylaw, charter,
     regulation, or any other governing authority of the party; and (iv) the
     execution, delivery and performance of this Agreement has been duly
     authorized by all necessary partnership or corporate action and this
     Agreement is a valid and binding obligation of such party, enforceable in
     accordance with its terms.

23.  Survival of Provisions

     The parties agree that where the context of any provision indicates an
     intent that it shall survive the term or termination of this Agreement,
     then it shall so survive.

24.  Entire Agreement

     This Agreement and Exhibits hereto constitute the entire understanding
     between the parties concerning the subject matter hereof and supersede all
     prior discussions, agreements and representations, whether oral or written
     and whether or not executed by Motorola and Company, including any terms
     and conditions contained on any purchase orders or other documents which
     Motorola may use when purchasing the Software or any other Company products
     or services. No

                                       9

 
     modification, amendment or other changes may be made to this Agreement or
     any part thereof unless reduced to writing and executed by authorized
     representatives of both parties.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
February ____, 2000 ("Agreement Date").

MOTOROLA, INC.                            COMPANY

By: /s/ Greg Townsend                     By: /s/ Bhupi Singh
   ----------------------------------        -----------------------------------
               (Signature)                                (Signature)

Name:   GREG TOWNSEND                     Name:    BHUPI SINGH
     --------------------------------          ---------------------------------
          (Print - Block Letters)                    (Print - Block Letters)

Title: VP & GENERAL MANAGER               Title:  V.P. FINANCE & CFO
      -------------------------------           --------------------------------
          (Print - Block Letters)                    (Print - Block Letters)

                                       10

 
                                   Exhibit A

Date             1/28/00               Sales Representative  JIM
                                       
______________                         
Quote #          6R-LUF                Effective From        1/28/00
                                       
______________                         
Rev #            1                     Valid Through         2/29/00


1  Kernel-Only -Mot PowerPC  L-K2-PPC-301      [*]   $[*]    [*]%   $[*]   $[*]
Note: Note: Unit pricing presented is given for quantity one(1). The discounted
price reflects quantity [*] piece purchase.

2  TCP/IP Run Time -Mot PowerPC L-TCP-PPC-301  [*]   $[*]    [*]%   $[*]   $[*]
Note: Note: Unit pricing presented is given for quantity one(1). The discounted
price reflects quantity [*] piece purchase.

______________ 
Payment Method:                          Products           $0.00

______________
Name:                                    Tax                $0.00

______________
CC#:                   Exp Date:         Freight Charges   

______________
                                         Services           $[*]

                                         _________
                                         Total              $[*]


                                         _________


[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       11