THIS EUDORA LIGHT DISTRIBUTION AGREEMENT (this "Agreement") is entered

into as of ______________, 199_, by and between QUALCOMM Incorporated,

a Delaware corporation ("QUALCOMM"), with its principal place of

business located at 6455 Lusk Boulevard, San Diego, California

92121-2779, and ____________________________________  (DISTRIBUTOR),

with regard to the following facts:

RECITALS

A. QUALCOMM owns, or has rights under exclusive license in, Eudora electronic mail software, both the commercial and freeware versions.

B. QUALCOMM makes available to the public freeware versions of Eudora under the name Eudora Light with the understanding that the same are not fully supported by QUALCOMM and subject to the requirement that the same shall not be sold or redistributed on a commercial basis by third parties except as specifically permitted in writing by QUALCOMM.

C. DISTRIBUTOR is engaged in the business described on Exhibit A and wishes to obtain the right from QUALCOMM to distribute the current versions of Eudora Light listed on Exhibit A.

AGREEMENT

NOW, THEREFORE, in consideration of the promises set forth herein and intending to be legally bound, the parties agree as follows:

1. Description of the Software. As used herein, the term "Software" shall mean officially released versions of Eudora Light electronic mail software (i) for the Macintosh platform, Version 1.5.3 or later, (ii) for the Windows platform, Version 1.5.2 or later. If this Agreement includes the right to perform a Translation (as provided in Section 11 hereof), or if the right to use a translation other than the officially released English language version described above is specified in Exhibit A attached hereto, such Translation or other translated version shall be included in the definition of "Software" herein.

2. Right to Distribute.

2.1 Software. QUALCOMM hereby grants to DISTRIBUTOR the nonexclusive right to distribute the Software and the related documentation to its customers in the manner described on Exhibit A, subject to the provisions of this Agreement and during the term hereof. No right to use or distribute any version of Eudora electronic mail software other than as described in Section 1 hereof or of any other product or publication of QUALCOMM is granted hereby, and DISTRIBUTOR shall not engage in any such use or distribution.

2.2 Trademark. DISTRIBUTOR shall have the right and obligation to use the trademark "EUDORA LIGHT" at all times when referring to the Software, including but not limited to documentation, packaging, advertising and marketing materials, etc. The trademark "Eudora" cannot be used by itself nor can any other prefix or suffix be added to "Eudora" when referring to the Software. Additionally, DISTRIBUTOR shall indicate in packaging of and promotional materials relating to its products containing the Software that the Software is included therein by utilizing on such packaging or materials the artwork provided by QUALCOMM (or an acceptable facsimile thereof approved by QUALCOMM in advance) and such packaging and materials shall clearly disclose that the Software is not the fully supported commercial version. Use of the Eudora Light trademark and logo by DISTRIBUTOR shall be protective of the rights of QUALCOMM and its licensors, and shall conform to the usage instructions attached hereto as Attachment 1 as the same may be updated from time to time by QUALCOMM. DISTRIBUTOR shall provide QUALCOMM samples of each of its packaging and promotional materials utilizing the Eudora Light trademark, and shall, at the request of QUALCOMM, cease any use of the same which QUALCOMM indicates in writing is violative of the provisions of this Section 2.2.

4. Obligations of DISTRIBUTOR

4.1 Support. As a condition of the grant of rights set forth herein, DISTRIBUTOR shall provide to each customer with the Software a copy of the documentation or other user information which is provided with the Software by QUALCOMM, or a document which contains similar information. If inclusion of the complete documentation is not feasible, installation and connection instructions can be included with the Software, with directions on where the documentation can be obtained for download by the customer. Within a reasonable time after QUALCOMM makes available to DISTRIBUTOR any updates to the Software and documentation, DISTRIBUTOR shall provide copies thereof to each of its customers then using the Software, and shall substitute the updated versions for delivery to any future customers. DISTRIBUTOR is responsible for first line support of its customers, provided that no support other than provision of documentation shall be required for distribution of the Software solely as a part of a publication.

4.2 Promotion of Fully Supported Version. DISTRIBUTOR agrees to use reasonable efforts and to cooperate with QUALCOMM to promote the fully supported commercial versions of Eudora electronic mail software, and to provide the information QUALCOMM includes with the Software describing the features of and ordering procedure for the same to its customers. Such efforts may include, without limitation, blind mailings to DISTRIBUTORUs user base, links to QUALCOMMUs Web page and other activities agreed upon by the parties.

4.3 Press Releases. DISTRIBUTOR and QUALCOMM shall cooperate in the preparation and publication of press releases relating to the distribution of the Software, provided that no such release shall be published without the prior written approval of QUALCOMM, which shall not unreasonably be withheld or delayed.

4.4 Compliance with Laws; Export Restrictions. DISTRIBUTOR shall comply with all applicable laws and regulations in effect in the country, state or province in which it distributes the Software and with the material provisions of all U.S. laws and regulations which apply to the distribution and use of the Software, including but not limited to the U.S. Export Administration Regulations ("EAR"), as such laws and regulations may be amended from time to time. As of the date of this revision of this Agreement, the Software may not be exported to Cuba, Iran, Iraq, Libya, North Korea or Syria.

4.5 Samples to be Provided. DISTRIBUTOR shall provide to QUALCOMM, at no charge, two (2) copies of any publication or product in which the Software is included, provided that with respect to any hardware items, product information or packaging samples may be substituted.

6. No Warranty. The Software and other materials are delivered "AS IS" and QUALCOMM makes no warranty with respect thereto. QUALCOMM shall not be obligated to support or upgrade the Software, and DISTRIBUTOR shall not make or provide any warranties or references to technical support of the Software on behalf of QUALCOMM. DISTRIBUTOR HEREBY EXPRESSLY WAIVES ALL GUARANTEES, WARRANTIES, AND LIABILITIES THEREFOR ON THE PART OF QUALCOMM OR ITS LICENSORS, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT), ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE SOFTWARE.

7. Indemnification. DISTRIBUTOR hereby agrees to indemnify, defend and hold harmless QUALCOMM, it licensors, and their directors, officers, employees and agents from any expenses or losses arising from any breach by DISTRIBUTOR of its obligations hereunder and from any claims that any items or services offered or provided by DISTRIBUTOR with the Software infringes the copyright, trademark rights or other intellectual property rights of any third party or violates any applicable law or regulation.

8. Limitation. IN NO EVENT SHALL QUALCOMM OR ITS LICENSORS BE LIABLE TO DISTRIBUTOR OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, DATA OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF QUALCOMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Term; Termination. The term of this Agreement shall commence upon the date set forth above subject to execution by QUALCOMM, and shall continue for a period of one (1) year thereafter, subject to earlier termination by QUALCOMM upon DISTRIBUTOR's breach of any of its obligations hereunder which is not cured within thirty (30) days after written notice of such default. Upon expiration of the initial and each renewal term hereof, the term of this Agreement shall be automatically renewed for an additional period of one (1) year, unless one party delivers written notice to the other at least sixty (60) days prior to the expiration of the then current term, that such party does not wish to renew.

10. Miscellaneous. This Agreement constitutes the entire agreement between the parties, and no modification of this Agreement shall be effective unless in writing and signed by the parties. No assignment of this Agreement or delegation of any rights or obligations hereunder may be made by DISTRIBUTOR without the prior written approval of QUALCOMM, which approval may be withheld in QUALCOMM's sole discretion. This Agreement shall be governed by and determined in accordance with the laws of the State of California. In the event that litigation or other proceeding is instituted between the parties in connection with any dispute arising from or related to this Agreement, the judgment or award shall include a reasonable sum to be paid to the prevailing party for and on account of attorneysU fees and costs.

11. Translation. QUALCOMM permits selected distributors to translate the Software and related documentation, based on several factors, including the resources and customer base of the distributor and the availability of translated versions in the specified language. If DISTRIBUTOR wishes to translate and localize the Software, DISTRIBUTOR shall specify on an attached letter the language, country, and any qualifications relevant to DISTRIBUTORUs ability to translate, maintain and distribute the translated version. Upon review and acceptance thereof, QUALCOMM will evidence by initialling this Section the grant to DISTRIBUTOR of a non-transferable, non-exclusive, limited license (without the right to sublicense), subject to the terms and conditions of this Agreement, to use the resource files of the Software described in Section 1 hereof solely for the purpose of translating and localizing such Software to create a translation into the language(s) specified on Exhibit A hereof (the RTranslationS). No source code shall be provided for this purpose. DISTRIBUTOR shall deliver to QUALCOMM one (1) copy of the Translation for its inspection and approval. All costs incurred by DISTRIBUTOR in the performance of the Translation shall be paid by DISTRIBUTOR.

11.1 Ownership of Translation. DISTRIBUTOR and QUALCOMM hereby agree that the Translation is a Rwork made for hireS within the meaning of 17 United States Code Section 101 in that the Translation is a work that has been specially ordered or commissioned for use by QUALCOMM as a translation. All right, title and interest in the Software and any trademarks, copyrights, or other intellectual property rights associated therewith shall remain the property of QUALCOMM (or its licensors). DISTRIBUTOR hereby assigns to QUALCOMM all right, title and interest which it may otherwise acquire in and to the Translation, if any, immediately upon origination thereof and, if requested, DISTRIBUTOR shall sign all lawful documents and otherwise perform all acts necessary to enable QUALCOMM and its successors and assigns to obtain and enforce all available legal protections for the Translation in all countries. All inventions embodied in the Translation shall become and remain the sole and exclusive property of QUALCOMM, and DISTRIBUTOR shall be deemed to have assigned and relinquished all right, title and interest therein by virtue of this Section 11.1.

11.2 Transfer of Moral Rights. Without limiting the provisions of Section 11.1 hereof, DISTRIBUTOR hereby irrevocably transfers and assigns to QUALCOMM any and all Moral Rights (as defined below) which DISTRIBUTOR may have in or with respect to the Translation. To the extent DISTRIBUTOR cannot assign such rights, DISTRIBUTOR hereby waives and agrees never to assert such rights against QUALCOMM or any of QUALCOMMUs licensees. In addition, DISTRIBUTOR agrees to obtain such assignment, waiver or covenant not to assert such rights from any subsidiary, subcontractor, or employee who creates, either in whole or in part, the Translation. As used herein, RMoral RightsS means any right to (i) divulge the Translation to the public; (ii) retract the Translation from the public; (ii) claim authorship of the Translation, including any subsequent version thereof; (iv) object to any distortion, mutilation or other modification of the Translation; and (v) any and all similar rights existing under the judicial or statutory law of any country or jurisdiction in the world, or under any treaty, regardless of whether such right is called or generally referred to as a "moral right."

IN WITNESS WHEREOF, QUALCOMM and DISTRIBUTOR have caused this Agreement to be duly executed by their duly authorized representatives as of the date first set forth above.

QUALCOMM                            DISTRIBUTOR

QUALCOMM Incorporated               ________________________________					

By:____________________________     By: ____________________________
         (signature)                            (signature)

Name: Jeffrey A. Jacobs             Name: __________________________

Title: Vice Pres / General Mngr     Title: _________________________

Exhibit A

Circle Version(s) of Software Desired:    Macintosh    or    Windows

Description of DISTRIBUTOR's Business (i.e., service provider,
software vendor, etc.):




Description of Planned Distribution (i.e., media type, region or
market, bundle components, etc.):




Translations:  Desire to:


   i) Translate/localize the _______________ Version(s) into 
   
      _______________ language.

  ii) Distribute the ____________ translation of ________  available
  
      from ____________.


Contact Information: (Mandatory)

   Name/Title:
   
   Ship To Address:
   
   
   
   
   E-mail Address:
   
   Phone:
   
   Fax:
   
   Web Page URL:
   

Note: The rights granted in this Agreement apply only to the Software version(s) and type of distribution indicated above. Any changes in this information should be directed to QUALCOMM ( eudora-contracts@eudora.com) for determination of whether a contract modification is necessary. For information regarding distribution of Eudora Light where an amount in excess of cost is charged to the end user, please contact eudora-contracts@eudora.com.

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