INDEMNITY AGREEMENT



        This Indemnity Agreement, dated as of March 19, 2003, is made by and

between InterDigital Communications Corporation, a Pennsylvania corporation (the

"Company"), and HOWARD E. GOLDBERG (the "Indemnitee").



                                    RECITALS



     1. The Company is aware that competent and experienced persons are

increasingly reluctant to serve as directors, officers or agents of corporations

unless they are protected by comprehensive liability insurance and

indemnification, due to increased exposure to litigation costs and risks

resulting from their service to such corporations, and due to the fact that the

exposure frequently bears no reasonable relationship to the compensation of such

directors, officers and other agents.



     2. The statutes and judicial decisions regarding the duties of directors

and officers are often difficult to apply, ambiguous, or conflicting, and

therefore fail to provide such directors, officers and agents with adequate,

reliable knowledge of legal risks to which they are exposed or information

regarding the proper course of action to take.



     3. Plaintiffs often seek damages in such large amounts and the costs of

litigation may be so enormous (whether or not the case is meritorious), that the

defense and/or settlement of such litigation is often beyond the personal

resources of directors, officers and other agents.



     4. The Company believes that it is unfair for its directors, officers and

agents and the directors, officers and agents of its subsidiaries to assume the

risk of huge judgments and other expenses which may occur in cases in which the

director, officer or agent received no personal profit and in cases where the

director, officer or agent was not culpable.



     5. The Company recognizes that the issues in controversy in litigation

against a director, officer or agent of a corporation such as the Company or its

subsidiaries are often related to the knowledge, motives and intent of such

director, officer or agent, that he is usually the only witness with knowledge

of the essential facts and exculpating circumstances regarding such matters, and

that the long period of time which usually elapses before the trial or other

disposition of such litigation often extends beyond the time that the director,

officer or agent can reasonably recall such matters; and may extend beyond the

normal time for retirement for such director, officer or agent with the result

that he, after retirement or in the event of his death, his spouse, heirs,

executors or administrators, may be faced with limited ability and undue

hardship in maintaining an adequate defense, which may discourage such a

director, officer or agent from serving in that position.



     6. Based upon their experience as business managers, the Board of Directors

of the Company (the "Board") has concluded that, to retain and attract talented

and experienced individuals to serve as directors, officers and agents of the

Company and its subsidiaries and to encourage such individuals to make the

business decisions necessary for the success of the Company and its

subsidiaries, it is necessary for the Company to contractually indemnify its

directors, officers and agents and the directors, officers and agents of its

subsidiaries, and to



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assume for itself maximum liability for expenses and damages in connection with

claims against such directors, officers and agents in connection with their

service to the Company and its subsidiaries, and has further concluded that the

failure to provide such contractual indemnification could result in great harm

to the Company and its subsidiaries and the Company's shareholders.



     7. Section 1746 ("Section 1746") of the Pennsylvania Business Corporation

Law (the "PABCL"), under which the Company is organized, permits the Company to

indemnify its representatives (such as directors, officers, employees and

agents) by agreement and to indemnify persons who serve, at the request of the

Company, as the representatives of other corporations or enterprises, and

expressly provides that the indemnification provided by the PABCL is not

exclusive.



     8. The Company desires and has requested the Indemnitee to serve or

continue to serve as a director, officer or agent of the Company and/or one or

more subsidiaries of the Company free from undue concern for claims for damages

arising out of or related to such services to the Company and/or one or more

subsidiaries of the Company.



     9. Indemnitee is willing to serve, or to continue to serve, the Company

and/or one or more subsidiaries of the Company, provided that he is furnished

the indemnity provided for herein.



                                    AGREEMENT



        NOW, THEREFORE, the parties hereto, intending to be legally bound,

hereby agree as follows:



        1. Definitions.



           a. For the purposes of this Agreement, "agent" of the Company means

any person who is or was a director, officer, employee or other representative

of the Company or a subsidiary of the Company; or is or was serving at the

request of, for the convenience of, or to represent the interests of the Company

or a subsidiary of the Company as a director, officer, employee or

representative of another foreign or domestic corporation, partnership, joint

venture, trust or other enterprise; or was a director, officer, employee or

representative of a foreign or domestic corporation which was a predecessor

corporation of the Company or a subsidiary of the Company, or was a director,

officer, employee or representative of another enterprise at the request of, for

the convenience of, or to represent the interests of such predecessor

corporation.



           b. For the purposes of this Agreement, "expenses" include all

out-of-pocket costs of any type or nature whatsoever (including, without

limitation, all attorneys' fees and related disbursements, punitive and other

damages, judgments, fines, penalties, excise taxes assessed with respect to an

employee benefit plan, and amounts paid or to be paid in settlement), actually

and reasonably incurred by the Indemnitee in connection with either the

investigation, defense or appeal of a proceeding or establishing or enforcing a

right to indemnification under this Agreement or PABCL or otherwise.



                                      -2-



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{PAGE}



           c. For the purposes of this Agreement, "proceeding" means any

threatened, pending, or completed action, suit or other proceeding, whether

civil, criminal, arbitrational, administrative, or investigative.



           d. For the purposes of this Agreement, "subsidiary" means any

corporation of which more than 10% of the outstanding voting securities is owned

directly or indirectly by the Company, by the Company and one or more of its

other subsidiaries, or by one or more of its other subsidiaries.



        2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to

serve as agent of the Company, at its will (or under separate agreement, if such

agreement exists), in the capacity Indemnitee currently serves as an agent of

the Company, so long as he is duly appointed or elected and qualified in

accordance with the applicable provisions of the Bylaws of the Company or any

subsidiary of the Company or until such time as he tenders his resignation in

writing; provided, however, that nothing contained in this Agreement is intended

to create any right to continued employment by Indemnitee.



        3. Liability Insurance.



           a. The Company hereby covenants and agrees that, so long as the

Indemnitee continues to serve as an agent of the Company and thereafter so long

as the Indemnitee could be subject to any possible proceeding by reason of the

fact that the Indemnitee was an agent of the Company, the Company, subject to

Section 3(c), shall promptly obtain and maintain in full force and effect

directors' and officers' liability insurance ("D&O Insurance") in reasonable

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