PALM CONFIDENTIAL



                           SOFTWARE LICENSE AGREEMENT



        This Software License Agreement is entered into by and between Palm

Computing, Inc. ("Palm"), a California corporation with a place of business at

5400 Bayfront Plaza, Santa Clara, CA 95052-8145, and OmniSky Corporation

("Licensee"), a Delaware corporation with a place of business at 299 California

Avenue, Palo Alto, CA 94306. The effective date of this Agreement shall be the

date last executed below ("Effective Date"), provided that this Agreement shall

not be effective in the absence of any and all required governmental approvals.



                                    RECITALS



        A. Palm or its suppliers are the owners of software and other technology

related to the Palm Computing platform and the Palm.net server technology

(defined below as the "Elaine Software").



        B. Licensee is a wireless internet service provider.



        C. Licensee desires to obtain a license to certain Palm software and

technology in order to develop and market wireless Internet access using

handheld devices and to distribute certain Palm software to users of Palm

handheld devices in connection with providing such Internet access. Palm is

willing to grant Licensee such a license upon the terms and conditions set forth

below.



                                    AGREEMENT



        NOW, THEREFORE, the parties agree as follows:



1       DEFINITIONS



        1.1 "Confidential Information" means that information of either party

("Disclosing Party") which is disclosed to the other party ("Receiving Party")

pursuant to this Agreement, in written form and marked "Confidential,"

"Proprietary" or similar designation, or if disclosed orally, the Disclosing

Party shall indicate that such information is confidential at the time of

disclosure and send a written summary of such information to the Receiving Party

within thirty (30) days of disclosure and mark such summary "Confidential,"

"Proprietary" or similar designation. Confidential Information shall include,

but not be limited to, trade secrets, know-how, inventions, techniques,

processes, algorithms, software programs, schematics, designs, contracts,

customer lists, financial information, product plans, sales and marketing plans

and business information. References to Palm as a Receiving Party or a

Disclosing Party shall also include all of Palm's present and future subsidiary

and parent companies, subject to the restrictions contained in this Agreement.





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        1.2 "Documentation" means the Elaine Documentation and all other

documentation for the Palm Software described in Exhibit A or otherwise

delivered to Licensee hereunder.



        1.3 "Elaine Documentation" means the operator manual for the Elaine

Software described in Exhibit A.



        1.4 "Elaine Software" shall mean the computer software programs

specified in Exhibit A (Palm Software), including all Updates provided by Palm

to Licensee pursuant to Section 6.2.



        1.5 "Licensee Client Software" means the client software developed by

Licensee which supports the client functionality of web clipping.



        1.6 "Licensee Services" means providing access to information,

transactions and e-services available or hosted on the Internet and corporate

intranets, including but not limited to web clipping services.



        1.7 "Licensee Software" means any software developed, acquired, or

licensed by Licensee, or for Licensee by a third party, which is used by

Licensee in connection with the Elaine Software or the Licensee Services, other

than Palm Software.



        1.8 "Palm OS" means the Palm client operating system software files and

build tools described in Exhibit A (Palm Software), including (a) all Updates

provided by Palm to Licensee pursuant to Section 6.1, (b) the Palm Device

Applications, (c) the Palm Device Applications SDK, and (d) the Palm OS Software

Development Kit.



        1.9 "Palm Device Applications" means the applications files described in

Exhibit A.



        1.10 "Palm Device Applications SDK" means Palm's commercially available

software development kit for applications for the Palm Computing platform as

described in Exhibit A.





        1.11 "Palm OS Software Development Kit" means Palm's commercially

available software development kit for the Palm OS as described in Exhibit A.



        1.12 "Palm [***]" means the [***] modules of the Palm OS described on

Exhibit A hereto and all other [***] of the Palm Software delivered to Licensee

pursuant to Section 3 and Section 6.6.

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