<SEQUENCE>2

<FILENAME>y49189ex10-1.txt

<DESCRIPTION>SOFTWARE LICENSE AGREEMENT

<TEXT>



<PAGE>   1









                           SOFTWARE LICENSE AGREEMENT



         This SOFTWARE LICENSE AGREEMENT (this "Agreement") is entered into

effective as of February 21, 2001 (the "Effective Date"), by and between

Handspring, Inc., a Delaware corporation with its principal place of business at

189 Bernardo Avenue, Mountain View, California 94043, and OmniSky Corporation, a

Delaware corporation with its principal place of business at 1001 Elwell Court,

Palo Alto, California 94303.



                                    RECITALS



         WHEREAS, Handspring has developed and is further developing certain

browser software, known as the Handspring Wireless Web Browser, which enables

wireless Internet access on wireless devices running the Palm OS operating

system ("Palm OS");



         WHEREAS, OmniSky offers a wireless Internet and email service which

enables its Customers to access and navigate the Internet, send and receive

email messages and conduct e-commerce transactions;



         WHEREAS, OmniSky desires to obtain a license to the Handspring Wireless

Web Browser, in order that it may supply such browser to its Customers, and

Handspring desires to grant such license in exchange for the license fees,

royalties and other provisions hereof, in accordance with the terms and

conditions set forth in this Agreement.



                                    AGREEMENT



         NOW, THEREFORE, the parties hereby agree as follows:



                                    ARTICLE 1



                                   DEFINITIONS



         1.1 "Affiliate" shall mean any Entity that is directly or indirectly

controlling, controlled by, or under common control with another Entity. For

purposes of this Agreement, an Entity shall be regarded as in control of another

Entity if it owns, or directly or indirectly controls, at least a majority of

the voting stock or other ownership interest of the other Entity, or if it

directly or indirectly possesses the power to direct or cause the direction of

the management and policies of the other Entity by any means whatsoever.

Notwithstanding the foregoing, OmniSky International, a joint venture of OmniSky

and News Corporation, shall be deemed to be an "Affiliate" for purposes of this

Agreement.



         1.2 "Client Software" shall mean Handspring's proprietary Palm OS-based

browser application that resides on a wireless device, including without

limitation PDAs, handheld computers and wireless telephones.



         1.3 "Customer" shall mean any authorized user of wireless services

provided by OmniSky (or its Affiliates), or another Entity pursuant to an

agreement with OmniSky (or its

<PAGE>   2

Affiliate), to whom an object code copy of the Client Software or Handspring

Derivative Work of the Client Software is sublicensed by OmniSky pursuant to the

terms of this Agreement.



         1.4 "Entity" shall mean an individual, corporation, partnership, trust,

business trust, association, joint stock company, joint venture, pool,

syndicate, sole proprietorship, unincorporated organization, governmental

authority, or any other form of entity not specifically listed herein.



         1.5 "Handspring" shall mean Handspring, Inc. together with its

permitted successors and assigns.



         1.6 "Handspring Competitor" shall mean any of the parties listed in

Exhibit A.



         1.7 "Handspring Derivative Work" shall mean a browser-related work

created by Handspring during the term of this Agreement based on or

incorporating the Licensed Software and operating on the Palm OS, including but

not limited to Modifications, translations, abridgments, condensations,

improvements, updates, enhancements, or any other form in which the Licensed

Software may be recast, transformed, adapted, or revised. For purposes of this

Section and for purposes of Section 1.10 as to OmniSky Derivative Works,

"Modifications" shall mean any additions to or deletions from the code for the

relevant software, including (a) any additions to or deletions from the contents

of a file containing code from such software and (b) any new file that contains

any material part of code from such software. Modifications (and Handspring

Derivative Works and OmniSky Derivative Works) shall not include new files that

do not contain any code from such software ("New File"). Handspring Derivative

Works of the Proxy Software comprise object code only. Handspring Derivative

Work shall also include any other work specifically so designated by both

parties in writing in the future.

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