PALM INC, S-1/A, 2000-02-25

PALM INC
S-1/A, 2000-02-25
COMPUTER TERMINALS

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<PAGE>

As filed with the Securities and Exchange Commission on February 25, 2000
Registration No. 333-92657
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933
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PALM, INC.
(Exact name of Registrant as specified in its charter)
--------------
<TABLE>
<S> <C> <C>
Delaware 3571 94-3150688
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

5470 Great America Parkway

Santa Clara, CA 95052
(408) 326-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------
Carl J. Yankowski
Palm, Inc.

5470 Great America Parkway

Santa Clara, CA 95052
(408) 326-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C> <C>
Larry W. Sonsini, Esq. Stephen Yu, Esq. John L. Savva, Esq.
Aaron J. Alter, Esq. Palm, Inc. Steven B. Stokdyk, Esq.
Katharine A. Martin, Esq. 5470 Great America Parkway Sullivan & Cromwell
Wilson Sonsini Goodrich & Rosati Santa Clara, CA 95052 1888 Century Park East
Professional Corporation (408) 326-5000 Suite 2100
650 Page Mill Road Los Angeles, CA 90067-1725
Palo Alto, CA 94304 (310) 712-6600
(650) 493-9300
</TABLE>
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of Each Class of Proposed Maximum Proposed Amount of
Securities to be Maximum Amount Offering Price Maximum Aggregate Registration
Registered to be Registered(1) per Share Offering Price(2) Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share...... 26,450,000 $16.00 $423,200,000 $111,724.80
</TABLE>
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(1) Includes 3,450,000 shares of common stock issuable upon exercise of the
underwriters' over-allotment option.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) promulgated under the Securities
Act of 1933, as amended.
(3) All of of which has been previously paid.
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effectiveness until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

EXPLANATORY NOTE

The purpose of this Amendment No. 4 to the Registration Statement is solely
to file certain exhibits to the Registration Statement, as set forth below in
Item 15(a) of Part II.
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the Securities and Exchange Commission registration fee and the
registration fee. Palm has agreed to pay these costs and expenses.

<TABLE>
<CAPTION>
Item Amount
---- ----------
<S> <C>
Securities and Exchange Commission registration fee.............. $ 111,725
NASD registration fee............................................ 30,500
Nasdaq Stock Market original and continued listing fees.......... 139,000
Blue Sky qualification fees and expenses......................... 12,000
Legal fees and expenses.......................................... 2,000,000
Accounting fees and expenses..................................... 1,300,000
Transfer agent and registrar fees................................ 25,000
Printing and engraving expenses.................................. 500,000
Miscellaneous expenses........................................... 301,775
----------
Total.......................................................... $4,420,000
==========
</TABLE>

Item 14. Indemnification of Directors and Officers

Palm is incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), inter
alia, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

Palm's Certificate of Incorporation and Bylaws provide for the
indemnification of officers and directors to the fullest extent permitted by
the General Corporation Law.

All of Palm's directors and officers will be covered by insurance policies
maintained by Palm against specified liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1933, as
amended. In addition, Palm has entered into indemnity agreements with its
directors and executive officers (a form of which is filed as Exhibit 10.8 to
this Registration Statement) that obligate Palm to indemnify such directors and
executive officers to the fullest extent permitted by the General Corporation
Law.

II-1
<PAGE>

Item 15. Exhibits and Financial Statement Schedules

(a) Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
2.1** Master Separation and Distribution Agreement between 3Com and the
registrant effective as of December 13, 1999, as amended.
2.2** Form of General Assignment and Assumption Agreement between 3Com and
the registrant, as amended.
2.3** Form of Master Technology Ownership and License Agreement between 3Com
and the registrant.
2.4** Form of Master Patent Ownership and License Agreement between 3Com and
the registrant.
2.5** Form of Master Trademark Ownership and License Agreement between 3Com
and the registrant.
2.6** Form of Employee Matters Agreement between 3Com and the registrant.
2.7** Form of Tax Sharing Agreement between 3Com and the registrant.
2.8** Form of Master Transitional Services Agreement between 3Com and the
registrant.
2.9** Form of Real Estate Matters Agreement between 3Com and the registrant.
2.10** Form of Master Confidential Disclosure Agreement between 3Com and the
registrant.
2.11** Form of Indemnification and Insurance Matters Agreement between 3Com
and the registrant.
2.12** Form of Non-U.S. Plan.
3.1** Form of Amended and Restated Certificate of Incorporation.
3.2** Bylaws.
4.1 Reference is made to Exhibits 3.1 and 3.2 hereof.
4.2 Specimen Stock Certificate.
5.1** Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
10.1** 1999 Stock Plan.
10.2** Form of 1999 Stock Plan Agreements.
10.3** 1999 Employee Stock Purchase Plan.
10.4** Form of 1999 Employee Stock Purchase Plan Agreements.
10.5** 1999 Director Option Plan.
10.6** Form of 1999 Director Option Plan Agreements.
10.7** Management Retention Agreement dated as of December 1, 1999 by and
between Carl J. Yankowski and the registrant.
10.8** Form of Indemnification Agreement entered into by the registrant with
each of its directors and executive officers.
10.9+ RAM Mobile Data USA Limited Partnership Value Added Reseller Agreement
between RAM Mobile Data USA Limited Partnership (now BellSouth
Wireless Data, L.P.) and the registrant.
10.10+ Supply Agreement between Manufacturers' Services Salt Lake City
Operations, Inc. and the registrant.
10.11** Common Stock Purchase Agreement between America Online and the
registrant.
10.12** Common Stock Purchase Agreement between Motorola and the registrant.
10.13** Common Stock Purchase Agreement Between Nokia and the registrant.
21.1** Subsidiaries of Palm.
23.1** Independent Auditors' Consent and Report on Schedule
23.2** Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1).
24.1** Power of Attorney.
27.1** Financial Data Schedule.
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Confidential treatment requested on portions of this exhibit. Unredacted
versions of this exhibit have been filed separately with the Commission.

II-2
<PAGE>

(b)Financial Statement Schedules.

<TABLE>
<S> <C>
Valuation and Qualifying Accounts and Reserves........................... S-1
</TABLE>

Item 16. Undertakings

The Registrant hereby undertakes to provide the Underwriters at the closing
specified in the Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

Insofar as the indemnification for liabilities arising under the Securities
Act of 1933 may be permitted as to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 14, or
otherwise, the Registrant has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payments by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and

(2) for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and this offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on February 25, 2000.

*
_____________________________________
Carl J. Yankowski
Chief Executive Officer and
Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Chief Executive Officer and February 25, 2000
______________________________________ Director (Principal
Carl J. Yankowski Executive Officer)

* Senior Vice President and February 25, 2000
______________________________________ Chief Financial Officer
Judy Bruner (Principal Financial and
Accounting Officer)

* Director February 25, 2000
______________________________________
Eric A. Benhamou

* Director February 25, 2000
______________________________________
James L. Barksdale

* Director February 25, 2000
______________________________________
Gordon A. Campbell

* Director February 25, 2000
______________________________________
Susan G. Swenson

/s/ Stephen Yu
*By:__________________________________
Stephen Yu
Attorney-in-fact
</TABLE>

II-4
<PAGE>

INDEX OF EXHIBITS

** Previously filed.

+ Confidential treatment requested on portions of this exhibit. Unredacted
versions of this exhibit have been filed separately with the Commission.

<PAGE>
EXHIBIT 4.2
Palm, Inc.

Upon request the Corporation will furnish any holder of shares of Common Stock
of the Corporation, without charge, with a full statement of the powers,
designations, preferences, and relative, participating, optional or other
special rights of any class or series of capital stock of the Corporation, and
the qualifications, limitations or restrictions of such preferences and/or
rights.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of
survivorship and not as tenants
in common

UNIF GIFT MIN ACT ......................... Custodian
.........................
(Cust) (Minor)
under Uniform Gifts to Minors
Act
..............................................................
(State)

For value received,
hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Page 1
<PAGE>

Shares of Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said stock on the
books of the within named Corporation with full power of substitution in the
premises.

Dated

In presence of

NOTICE:

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE
17Ad-15.

Page 2
<PAGE>

COMMON SHARES

Palm, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA AND NEW YORK, NY

CUSIP 696642 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

is the record holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER
SHARE, OF

Palm, Inc.

transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused this Certificate to be executed
and attested to by the manual or facsimile signatures of its duly authorized
officers, under a facsimile of its corporate seal to be affixed hereto.
Dated:

Countersigned and Registered:
EquiServe Trust COMPANY, N.A.
Transfer Agent
and Registrar
By:
Authorized SIGNATURE

SECRETARY

CHIEF EXECUTIVE OFFICER

Page 1

<PAGE>

EXHIBIT 10.9

RAM MOBILE DATA USA LIMITED PARTNERSHIP
VALUE ADDED RESELLER AGREEMENT

THIS AGREEMENT, is made and entered into as of the 21 day of February,
1997, by and between RAM Mobile Data USA Limited Partnership ("RAM"), having an
address at 10 Woodbridge Center Drive, Woodbridge, New Jersey 07095, and Palm
Computing, Inc., a wholly-owned subsidiary of U.S. Robotics Corporation
("Palm"), having an address at 1565 Charleston Road, Mountain View, California
94043.

WHEREAS, RAM provides certain intra-LATA two-way wireless data
communications services (the "RAM Services") using radio base stations and
switching facilities implemented and operated by RAM, from time to time (the
"RAM Facilities");

WHEREAS, Palm is developing and intends to market certain messaging and
internet forms-based software and related products and services, including but
not limited to a palmtop computing device to be marketed by Palm under the
tradename "PalmPilot" or other similar name (collectively, the "Palm Products");

WHEREAS, Palm desires to resell the RAM Services for use in connection with
the Palm Products (the combination of the RAM Services and the Palm Products
being hereinafter referred to as the "Palm/RAM Services"), and effect the
interconnection between the RAM facilities and host computer system operated by
Palm for use by subscribers to the Palm/RAM Services ("Subscriber Facilities")
in connection therewith on the terms and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, RAM and Palm hereby agree as follows:

1. Solicitation of Subscribers and Value Added Requirement.
-------------------------------------------------------

a. Palm shall use commercially reasonable efforts to solicit subscribers
to the RAM Services to be received in connection with the Palm/RAM
Services.

b. Palm's resale of the RAM Services shall only be in connection with the
sale of the Palm/RAM Services and incidental to the Palm Products,
which shall constitute the principal value to subscribers of the
Palm/RAM Services. The RAM Services shall be integrated with the Palm
Products such that the RAM Services form an integral portion of the
Palm/RAM Services. Palm shall not have the right to offer, resell or
otherwise make available the RAM Services, including, but not limited
to, the transmission of packets included therein, as a separate
service or product.

c. Palm may, at its own expense and solely in connection with the
Palm/RAM Services, market, promote, and advertise the RAM Services.
Palm shall be under no obligation to identify RAM in any of Palm's
promotional material or advertising as a service provider of RAM
Services, except as provided in Schedule 1.c attached with respect

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[*] = information redacted pursuant to a confidential treatment request
throughout this exhibit. Such omitted information has been filed separately with
the Securities and Exchange Commission.
<PAGE>

to the use of RAM's Logo (as defined in Schedule 1.c). Palm will not
in any manner use, display, broadcast or disseminate any advertising
or promotional material which contains any (i) material
misrepresentations, or omits to state a material fact, with regard to
RAM and/or the RAM Services, or (ii) statement in derogation of RAM,
and/or the RAM Services.

d. The rights granted to Palm hereunder are not exclusive. RAM is free
(i) to increase or decrease the number of parties it authorizes to
solicit subscribers to the RAM Services and (ii) to solicit
subscribers to the RAM Services in its own behalf at any time without
notice to Palm.

2. The RAM Services.
----------------

a. RAM shall provide the RAM Services to subscribers to the Palm/RAM
Services as Palm shall notify RAM during the term of this Agreement.
RAM agrees to register on the RAM Facilities subscribers to the
Palm/RAM Services and the equipment utilized by such subscribers
(each, a "Subscriber Unit") and to provide the RAM Services to such
Subscriber Units thereafter, unless notified by Palm to cease the
provision of the RAM Services to such Subscriber Units as specified in
such notice. The date on which the first Subscriber Unit is registered
on the RAM Facilities is hereinafter referred to as the "Initial
Service Date."

b. Palm shall pay RAM for the provision of the RAM Services to Subscriber
Units in accordance with the Schedule of Charges annexed hereto as
Schedule 2.b. Notwithstanding anything to the contrary contained in
this Agreement, Palm shall bear full responsibility for, and shall pay
RAM in accordance with the Schedule of Charges for the provision of,
all RAM Services used by Subscriber Units activated by RAM pursuant to
Section 2.a. including, but not limited to, use of the RAM Services in
connection with Mobile-to-Mobile message transmissions by a Subscriber
Unit.

c. On approximately the fifteenth (15th) day of each month following the
Initial Service Date, RAM shall invoice Palm for the aggregate amount
of RAM Services used in connection with Subscriber Units calculated in
accordance with the applicable rates specified in the Schedule of
Charges. Upon reasonable notice during normal business hours, Palm
shall have the right to audit RAM's traffic and billing records
pertaining to the use of the RAM Services by Palm hereunder, solely to
verify that RAM's invoicing and charges for the RAM Services conform
to those charges set forth in the Schedule of Charges attached as
Schedule 2.B. The cost of such audit shall be paid by Palm.

d. Palm shall make payment in full, by Federal wire transfer or by good
check for immediately available funds, of each of RAM's invoices not
later than thirty (30) days after each invoice is rendered. RAM shall
provide such wire transfer instructions to Palm with RAM's first
invoice due pursuant to Section 2.c. above.

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<PAGE>

e. Palm will receive all payments from subscribers to the Palm/RAM
Services and shall be responsible for all billing, collection and bad
debt recovery with respect to subscribers to the Palm/RAM Services.

f. Palm shall be responsible for assuring that the use of the RAM
Services by subscribers to the Palm/RAM Services, and the Palm
Products and all Subscriber Units in connection therewith, comply with
and have been approved by RAM for use on the RAM Facilities in
accordance with procedures and technical specifications established by
RAM, during the term of this Agreement, and comply with all applicable
laws, rules, and regulations, including without limitation the rules
and regulations of the Federal Communications Commission ("FCC")
concerning the licensing of end users of Specialized Mobile Radio
Service facilities and the type approval of end user equipment.

3. Application Software Development and Connectivity.
-------------------------------------------------

a. Palm shall undertake and be responsible for, at its own expense, the
development and implementation of any and all new, modified, or
enhanced application, interface, middleware, or communications
software necessary to enable present and future subscribers to the
Palm Products to receive the Palm/RAM Services and to achieve
connectivity between and among Subscriber Units, the RAM Facilities,
and the Subscriber Facilities. Palm hereby acknowledges and agrees
that prior to each and every such modification or enhancement to the
Palm Products, Palm will submit in writing to RAM (i) the name of the
middleware product to be used in connection with the applicable
software and/or service, (ii) the middleware options that the
application software and/or service is using (where multiple
communications options are supported in such middleware), (iii) the
projected average message size (uplink and downlink) submitted to the
middleware by the application software and/or service, (iv) on a per
user basis, the projected average number of messages, uplink and
downlink, submitted to the middleware by the application software
and/or service per peak user hour, and (v) the application software's
retry algorithm for addressing situations where transmission of
messages has been aborted by the middleware or for which an
application software level response time, uplink or downlink, has been
exceeded. In the event that RAM should determine, as a result of the
information provided by Palm, that such middleware application
software and/or service is detrimental or has the potential to be
detrimental to the RAM Facilities, Palm shall modify the same as
reasonably required by RAM at Palm's expense.

b. RAM shall provide all reasonable assistance to Palm in the development
of a mutually agreeable, detailed plan (the "Technical Plan") which
shall address, but not be limited to, the matters set forth in
Schedule 3.b. annexed hereto. RAM and Palm shall each use all
reasonable efforts to complete the Technical Plan as soon as
practicable after execution of this Agreement. The Technical Plan
shall incorporate this Agreement by reference and, when adopted by
both parties in writing, shall

-3-
<PAGE>

become part of this Agreement. Palm and RAM acknowledge and agree that
the Palm/RAM Services shall not be available for use by subscribers
thereof and that RAM shall have no obligation to register subscribers
to the Palm/RAM Services on the RAM Facilities unless and until the
Technical Plan shall have been agreed upon and incorporated into this
Agreement.

c. Palm shall bear the cost of procuring, implementing, operating, and
maintaining the facilities necessary, as specified in the Technical
Plan, to interconnect the RAM Facilities and the Subscriber
Facilities, except for such digital service units ("DSUs") as may be
located on RAM's premises.

d. Palm shall be the sole owner of any and all intellectual property
rights in any software developed by Palm or on Palm's behalf pursuant
to this Agreement. This Agreement does not convey to RAM any license,
by implication, estoppel or otherwise, to any proprietary copyright or
patent right which Palm has or may have in any software or hardware
developed by Palm or on Palm's behalf pursuant to this Agreement, nor
does this Agreement grant any rights to RAM to use or modify such
software or hardware or any part thereof, or to combine such software
or any part thereof with any other software or hardware, product or
parts, except as may be expressly provided herein or in any subsequent
agreement between Palm and RAM.

4. Beta Test and Initiation of the Palm/RAM Services.
-------------------------------------------------

a. Palm and RAM acknowledge and agree that the application software
development activities to be undertaken by Palm in connection with the
Palm/RAM Services as contemplated by this Agreement cannot be deemed
to be completed and the Palm/RAM Services cannot be initiated prior to
the completion of a satisfactory testing program in relation to each
such application software program and its related service to be
included in the Palm/RAM Services (the "Beta Test").

b. RAM shall provide all reasonable assistance to Palm in the development
of a mutually agreeable, detailed plan (the "Beta Test Plan") which
shall address, but not be limited to, the matters set forth in
Schedule 4.b. annexed hereto. RAM and Palm shall each use all
reasonable efforts to complete the Beta Test Plan as soon as
practicable after the date hereof. The Beta Test Plan shall
incorporate this Agreement by reference and, when adopted by both
parties in writing, shall become part of this Agreement.

c. RAM shall provide all reasonable assistance to Palm in the development
of a mutually agreeable, detailed plan (the "Operations Plan") which
shall address, but not be limited to, the matters set forth in
Schedule 4.c. annexed hereto. RAM and Palm shall each use all
reasonable efforts to complete the Operations Plan as soon as
practicable after execution of this Agreement. The Operations Plan
shall incorporate this Agreement by reference and, when adopted by
both parties in writing, shall become part of this Agreement. Palm and
RAM acknowledge and agree that the

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<PAGE>

Palm/RAM Services shall not be available for use by subscribers
thereof and that RAM shall have no obligation to register subscribers
to the Palm/RAM Services on the RAM Facilities unless and until the
Operations Plan shall have been agreed upon and incorporated into this
Agreement.

5. Joint Marketing Activities.
--------------------------

a. RAM and Palm shall jointly develop a mutually agreeable plan (the
"Marketing Plan") which shall address, but not be limited to, the
matters set forth in Schedule 5.a. annexed hereto. RAM and Palm shall
each use all reasonable efforts to complete the Marketing Plan as soon
as practicable after the date hereof. The Marketing Plan shall
incorporate this Agreement by reference and, when adopted by both
parties in writing, shall become part of this Agreement.

b. Except as provided in Section 2.c and Schedule 1.c annexed, neither
party shall distribute to any third parties any materials, information
or writings describing the products or services of the other party, or
use any logos, trademarks, service marks, trade names, or the
corporate names of the other party without the prior written consent
of such party, which consent shall not be unreasonably withheld or
delayed.

6. Non-Exclusivity.
---------------

a. Nothing herein shall be construed so as to restrict the activities of
RAM or Palm, acting alone or in concert with others, in connection
with the development, implementation, operation, or provision of any
services or facilities whatsoever, whether similar to or competitive
with the Palm Products, the Subscriber Facilities, the RAM Services,
the RAM Facilities, or the Palm/RAM Services.

b. Notwithstanding anything to the contrary in this Agreement, the
Palm/RAM Services shall not include and Palm shall have no right
whatsoever to offer the RAM Services in connection with any software
applications products or services providing outdoor billboards
(including, but not limited to, structures that remotely convey
advertising, changeable traffic or other Intelligent Traffic System
Information) with fixed data application software or services for
remote illumination control and/or data collection.

7. Confidentiality and Non-Disclosure.
----------------------------------

a. RAM and Palm each acknowledge that, as parties to this Agreement and
in connection with the activities contemplated hereby, they may have
access to Confidential Information of each other and of their
respective facilities. As used herein, the term "Confidential
Information" shall include, without limitation: technical, financial
and commercial data; forms of provision and computation; names,
addresses, telephone and telefax numbers, contact persons and other
identifying or valuable information relating to actual or potential
customers, shareholders, partners,

-5-
<PAGE>

independent contractors and suppliers; reports; market studies;
design, price and cost information with respect to the RAM Facilities,
the Subscriber Facilities, the RAM Services, the Palm Products, and
the Palm/RAM Services; and lists, compilations and archives of any and
all of the foregoing. Notwithstanding the foregoing, the term
"Confidential Information" shall not include any information that: (a)
the receiving party can demonstrate, by prior existing records, was
within its legitimate possession prior to the time of disclosure by
the furnishing party; (b) was within the public domain prior to such
disclosure; or (c) after disclosure, comes into the public domain, as
evidenced by documents that are generally published, through no fault
of the receiving party.

b. RAM and Palm each will afford confidential treatment to the
Confidential Information it receives in connection with this Agreement
and the activities contemplated hereby and shall not use such
information or any other Confidential Information for any purpose
other than those legitimate purposes contemplated in this Agreement,
nor shall the receiving party disclose any or all Confidential
Information to anyone other than its affiliates, partners or potential
partners, advisors, agents, and employees who need to know such
Confidential Information in connection with the legitimate purposes
contemplated by this Agreement. The receiving party shall maintain
adequate procedures to ensure that all of the persons to whom it
discloses or provides access to Confidential Information comply with
the restrictions set forth herein.

c. Neither party to this Agreement shall without the written consent of
the other party (i) make any news releases, public announcements, or
denials or confirmations of the same, concerning all or any part of
the discussions or negotiations between the parties, (ii) in any
manner advertise or publish the fact that the parties have entered
into discussions or negotiations, or (iii) disclose any details of
such discussions or negotiations (whether or not Confidential
Information) to any third parties.

d. RAM and Palm acknowledge and agree that each of them reserves the
right to take any legal action to which it may be entitled in the
event of breach, in full or in part, of the confidentiality and non-
disclosure provisions of this Agreement.

8. Term.
----

a. The initial term of this Agreement shall commence as of the date
hereof and shall continue, unless sooner terminated pursuant to the
provisions hereof, until the date which shall be three (3) years after
the Initial Service Date (the "Initial Term").

b. Upon expiration of the Initial Term, this Agreement shall be
automatically renewed for additional periods of one (1) year (each a
"Renewal Term") unless either party gives written notice to the other
party that such renewal shall not occur, such notice to be given not
less than sixty (60) days prior to the end of the Initial Term or the
then current Renewal Term.

-6-
<PAGE>

c. Nothing in this Agreement will be deemed to create any express or
implied obligation on either party to renew or extend this Agreement
or to create any right to continue this Agreement on the same terms
and conditions contained herein. Palm understands that RAM intends to
review its Value Added Reseller strategy and the terms and conditions
of this Agreement on an ongoing basis and may require execution of an
amended form of this Agreement as a condition of renewal.

9. Termination.
-----------

a. This Agreement shall terminate automatically, and without liability or
further obligation of either party to the other in the event
termination is required by:

1. the FCC or in the event RAM loses its authority to operate the
RAM Facilities or if such authority is suspended or if required
licenses are not renewed, provided, however, that in the event
RAM loses its authority to operate fewer than all of the RAM
Facilities or if the suspension of any authority or non-renewal
of any license relates to fewer than all of the RAM Facilities,
then this Agreement shall terminate only as to the RAM Facilities
affected by such loss of authority, suspension, or non-renewal
(but nothing herein shall be construed so as to diminish RAM's
responsibility to use all reasonable efforts to maintain all
required authority and licenses in full force and effect for the
duration of this Agreement); or

2. any law, rule, regulation, or valid order of a court of competent
jurisdiction (including, without limitation, the application of
any restrictions which may be applicable to RAM or its affiliates
pursuant to the Telecommunications Act of 1996 and the rules and
regulations of the FCC promulgated, from time to time, in
connection therewith, as subsequently modified and interpreted
from time to time) (and nothing herein shall be construed to
require RAM to seek waiver of any law, rule, regulation, or
restriction, or seek judicial review or appeal of any court
order).

b. Upon any Event of Default (as hereinafter defined), either party may,
upon written notice to the defaulting party (the "Defaulting Party"),
terminate this Agreement without liability to the Defaulting Party.
Each of the following constitutes an Event of Default:

1. an admission by the Defaulting Party of an inability to pay its
debts, the entering into by the Defaulting Party of a composition
or arrangement with its creditors, the appointment of a trustee
or receiver, with or without consent, for the Defaulting Party or
all or any substantial part of its property, or the filing of a
petition for relief by or against the Defaulting Party under the
Bankruptcy Code or any similar federal or state statute now or
hereafter in effect; and

-7-
<PAGE>

2. failure by the Defaulting Party to perform any material
obligation imposed upon it by or pursuant to this Agreement, or
any other material breach of this Agreement, provided that such
breach is not corrected within thirty (30) days after written
notice to the Defaulting Party specifying the nature of such
breach (or such longer period as may be required to correct such
breach, if, within said thirty (30) days, the Defaulting Party
shall commence the correction of such breach and thereafter
diligently pursue the correction thereof).

c. 1. In the event that this Agreement should not be renewed for any
Renewal Term as the result of written notice by RAM to Palm
pursuant to the provisions of Section 8.b. herein, then in such
event RAM shall for a period in no event to exceed nine (9)
months, at Palm's option, continue to provide the RAM Services to
subscribers secured by Palm to the Palm/RAM Services up to the
date of termination for so long as Palm continues to make timely
payment of fees due to RAM pursuant to Section 2.b. herein. If
Palm fails to continue to make such timely payments of fees to
RAM, RAM shall have the right, at its sole option, to terminate
the RAM Services to subscribers secured by Palm to the Palm/RAM
Services.

2. In the event that this Agreement should not be renewed for any
Renewal Term as the result of written notice by Palm to RAM
pursuant to the provisions of Section 8.b. herein, then in such
event, RAM may, at its option, continue to provide the RAM
Services to subscribers secured by Palm to the Palm/RAM Services
up to the date of termination for so long as Palm continues to
make timely payment of fees due to RAM pursuant to Section 2.b.
herein. If Palm fails to continue to make such timely payments of
fees to RAM, then, in order to assure continuity of service to
all subscribers, Palm shall, within five days demand therefor by
RAM, provide RAM with a complete list of subscribers, utilizing
the RAM Services which have been obtained by Palm to the Palm/RAM
Services, including the name, address, and telephone number
thereof. The possession of that list shall not relieve Palm of
the obligation to pay all sums to RAM and shall not obligate RAM
to make any payments therefor to Palm.

10. Independent Contractors.
-----------------------

a. Palm and RAM shall at all times be, and represent themselves to be,
solely independent contractors each acting on their own account in all
transactions involving the RAM Services, the Palm Products, and the
Palm/RAM Services. Nothing in this Agreement shall be construed to
make either party (or any person employed by either party) an employee
of the other party. Neither party shall have the authority to bind or
commit the other party in any respect or to accept legal process on
behalf of the other party. Without limiting the generality of the
foregoing, neither party shall be

-8-
<PAGE>

liable to any agent, Palm, subcontractor, supplier, employee, or
customer of the other party for any commission, compensation,
remuneration, benefit, damage, or claim of any nature whatsoever.

b. Palm shall not, in any manner whatsoever, represent itself as the
operator of the RAM Facilities or the provider of the RAM Services,
but shall identify RAM as the entity authorized to operate the RAM
Facilities and provide the RAM Services and represent itself only as
an authorized user of the RAM Services.

11. Remedies; Limitation of Remedies.
--------------------------------

a. Palm's sole remedies for loss or damage caused by partial or total
failure of the RAM Facilities or for delay or nonperformance of any of
the RAM Services under this Agreement, regardless of the form of
action, whether in contract, tort (including negligence), strict
liability or otherwise,[*].

b. AS A MATERIAL PART OF THE CONSIDERATION PAID BY Palm FOR THE RAM
SERVICES PROVIDED BY RAM UNDER THIS AGREEMENT, THE PARTIES AGREE THAT,
EXCEPT FOR A BREACH BY RAM OF SECTION 7, RAM SHALL IN NO EVENT BE
LIABLE FOR, AND Palm, FOR ITSELF AND THE SUBSCRIBERS TO THE Palm/RAM
SERVICES, HEREBY WAIVES THE RIGHT TO CLAIM ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) DIRECTLY
OR INDIRECTLY RELATING TO OR ARISING OUT OF PALM'S OR ITS SUBSCRIBERS'
INABILITY TO USE THE RAM FACILITIES OR ANY PART THEREOF, EITHER
SEPARATELY OR IN COMBINATION WITH ANY OTHER FACILITIES OR SERVICES,
PERFORMED OR NOT PERFORMED BY RAM UNDER THIS AGREEMENT, OR FOR ANY OR
ALL LOSS OR DAMAGE DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT
OF A THIRD PARTY'S UNAUTHORIZED ACCESS TO PALM'S OR ITS SUBSCRIBERS'
DATA TRANSMITTED OVER THE RAM FACILITIES, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN
OR UNFORESEEN.

c. Palm shall use a form of agreement with subscribers to the Palm/RAM
Services that contains a provision substantially consistent with the
following language and no language inconsistent therewith: "Neither
Palm, as reseller of wireless data communications services provided
through the facilities of RAM Mobile Data USA Limited Partnership
("RAM"), nor RAM, as the provider of such services, shall have any
liability of any kind, direct or indirect, to [subscriber of Palm] for
any damages

-9-
<PAGE>

other than actual damages directly and proximately resulting from the
failure, delay, or nonperformance of the services and the maximum
collective liability of Palm and RAM for such damages shall be limited
solely to the amount paid by [subscriber] to Palm for the services
during such period of failure, delay or nonperformance. Neither Palm
nor RAM shall have any liability, direct or indirect, whatsoever for
any damages other than for such directly and proximately caused
damage, and, in particular, without limitation, neither Palm nor RAM
shall have any liability, direct or indirect, for any special,
incidental, or consequential damages (including lost profits) directly
or indirectly relating to or arising out of [subscriber's] inability
to use the services or related facilities, equipment or software,
either separately or in combination with any other services,
facilities, equipment, or software, whether or not performed or
provided under this Agreement, or for any loss or damage directly or
indirectly relating to or arising out of any third party's
unauthorized access to [subscriber's] data transmitted over the RAM
Facilities, regardless of the form of action, whether in contract,
tort (including negligence), strict liability, or otherwise, and
whether or not such damages were foreseen or unforeseen."

d. AS A MATERIAL PART OF THE CONSIDERATION RECEIVED BY RAM UNDER THIS
AGREEMENT, THE PARTIES AGREE THAT, EXCEPT FOR A BREACH BY Palm OF
SECTION 7, Palm SHALL IN NO EVENT BE LIABLE FOR, AND RAM, FOR ITSELF
AND THE SUBSCRIBERS TO THE Palm/RAM SERVICES, HEREBY WAIVES THE RIGHT
TO CLAIM ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS) DIRECTLY OR INDIRECTLY RELATING TO OR ARISING
OUT OF PALM'S BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN
OR UNFORESEEN.

12. Representations and Warranties.
------------------------------

a. Palm represents and warrants to RAM as follows:

1. it is a corporation duly organized, validly existing, and in good
standing under the laws of the state in which it is incorporated
and has all requisite corporate power and authority to own,
operate, and lease its properties and carry on its business as
now being conducted, and to enter into this Agreement and perform
its obligations hereunder;

2. the execution and delivery of this Agreement has been duly and
validly authorized and approved by all necessary Palm corporate
action and this Agreement is valid and binding upon it in
accordance with its terms;

-10-
<PAGE>

3. the execution and carrying out of this Agreement and compliance
with the provisions hereof by it will not violate any provision
of law, will not, with or without the giving of notice and/or the
passage of time, conflict with or result in the breach of any of
the terms or conditions of, or constitute a default under, any
indenture, mortgage, agreement, or other instrument to which it
is a party or by which it is bound;

4. the resale of the RAM Services shall only be in connection with
the sale of the Palm/RAM Services and incidental to the Palm
Products, which shall constitute the principal value to
subscribers of the Palm/RAM Services.

b. RAM represents and warrants to Palm as follows:

1. it is a limited partnership duly organized, validly existing, and
in good standing under the laws of the State of Delaware, and has
all requisite power and authority to own, operate, and lease its
properties and carry on its business as now being conducted, and
to enter into this Agreement and perform its obligations
hereunder;

2. the execution and delivery of this Agreement has been duly and
validly authorized and approved by all necessary RAM partnership
action and this Agreement is valid and binding upon it in
accordance with its terms;

13. Force Majeure.
-------------

In no event shall either party have any liability for failure to comply
with this Agreement, if such failure results from the occurrence of any
contingency beyond the reasonable control of the party, including, without
limitation, strike or other labor disturbance, riot, theft, flood,
lightning, storm, any act of God, power failure, war, national emergency,
interference by any government or governmental agency, embargo, seizure, or
enactment of any law, statute, ordinance, rule, or regulation.

14. Notices.
-------

a. All notices and other communications provided for herein shall be in
writing and sent by certified or registered mail, postage prepaid,
return receipt requested, or delivered personally to the intended
recipient, at the street address set forth below:

-11-
<PAGE>

1. if to RAM:

RAM Mobile Data USA Limited Partnership
10 Woodbridge Center Drive
Woodbridge, New Jersey 07095
Attention: George Pappas, Executive Vice President - Operations

with a copy (which shall not constitute notice) to:

RAM Mobile Data USA Limited Partnership
10 Woodbridge Center Drive
Woodbridge, New Jersey 07095
Attention: Jonathan Swiss, Senior Vice President and General
Counsel

2. if to Palm:

Palm Computing Inc., subsidiary of
U.S. Robotics Corporation
1565 Charleston Road
Mountain View, CA 94043
Attention: Marian Cauwet, Vice President - Engineering

with a copy (which shall not constitute notice) to:

U.S. Robotics Corporation
8100 N. McCormack
Skokie, IL 60076
Rebecca Maxwell, Esq.

or, as to either party, at such other address as shall have been
designated by such party in a notice to the other party delivered in
accordance with the provisions hereof.

b. Except as may otherwise by provided in this Agreement, all notices and
other communications hereunder shall be deemed to have been given when
actually received by the intended recipient.

c. Notices may be given by telephone, provided that such notices are
promptly confirmed by the sender in writing and delivered as provided
herein.

15. Waivers.
-------

a. The parties may at any time waive any of the provisions of this
Agreement, but any such waivers shall be reduced to writing and duly
executed and delivered by duly authorized representatives of the
parties hereto.

-12-
<PAGE>

b. The failure of either party to enforce at any time any of the
provisions of this Agreement shall not constitute or be construed to
be a waiver of such provisions or of the right of such party
thereafter to enforce any such provisions .

16. Entire Agreement; Severability.
------------------------------

a. This instrument contains the entire agreement between the parties and
there are merged hereinto all prior and collateral representations,
promises, and conditions in connection with the subject matter hereof.
Any representation, promise, or condition not incorporated herein
shall not be binding upon either party and this Agreement supersedes
and is in lieu of all existing agreements or arrangements between the
parties with respect to the subject matter hereof. ANY MODIFICATION OF
ANY PROVISION OF THIS AGREEMENT MUST BE IN WRITING AND SIGNED BY
AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.

b. If any provision of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render
unenforceable the entirety of this Agreement, but rather (unless a
failure of consideration would result therefrom), the entirety of this
Agreement shall be construed as if not containing the particular
invalid or unenforceable provision, and the rights and obligations of
the parties shall be construed and enforced accordingly.

17. Assignments and Delegation of Rights and Duties.
-----------------------------------------------

a. Neither party may assign any of its rights or delegate any of its
duties under this Agreement without the prior written consent of the
other party, which consent shall not be unreasonably withheld or
delayed; provided, however, that if a party has not responded to a
request from the party to any such assignment or delegation within
seven (7) days after receipt of written notice, such consent shall be
deemed to have been given for all purposes hereof. Any attempted
assignment or delegation in violation of this Agreement shall be void
and of no force and effect.

18. Miscellaneous.
-------------

a. Except as may be otherwise specifically provided in this Agreement,
this Agreement is not intended to and shall not confer upon any other
person or business entity, other than the parties hereto, any rights
or remedies with respect to the subject matter hereof.

b. This Agreement may be executed in any number of counterpart copies,
each of which shall be deemed an original, but which taken together
shall constitute a single instrument.

c. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York pertaining to contracts entered into
and to be performed

-13-
<PAGE>

entirely within the State of New York, regardless of the place of
making or performance.

d. All paragraph headings and captions used herein and in the schedules
hereto are for the convenience of the parties only and shall not be
part of the text hereof, or affect the meaning of this Agreement.

IN WITNESS WHEREOF, Palm and RAM have caused this Agreement to be duly
executed by their respective duly authorized representatives as of the day and
year first above written.

RAM MOBILE DATA USA PALM COMPUTING, INC.
LIMITED PARTNERSHIP

/s/ RAM MOBILE DATA USA
LIMITED PARTNERSHIP /s/ PALM COMPUTING, INC.
- ----------------------------- -----------------------------
Signature Signature

- ----------------------------- -----------------------------
Name (Print) Name (Print)

- ----------------------------- -----------------------------
Title Title

-14-
<PAGE>

SCHEDULE 2.b

SCHEDULE OF CHARGES

The following fees and charges will remain fixed during the Initial Term, and
are solely applicable to Palm's resale of the RAM Services in connection with
the use of the Palm/RAM Services by Subscribers to the Palm/RAM Services.

<TABLE>
<CAPTION>
I. One Time Charges
----------------
<S> <C>
Registration Fee (per Subscriber Unit)....................................... $ [*]

Host/Server Installation Fee................................................. $ [*]
(Per Fixed Connection to the RAM Facilities)

Reactivation Fee............................................................. $ [*]
(For any Subscriber Unit that was previously deactivated at Palm's request)
</TABLE>

II. Host Connectivity Charges
-------------------------

Fixed Host Connection (per X.25 @ 9.6 kbps Port Connection) $ [*]

In addition to RAM's Monthly Fixed Terminal Charges, Palm or its
Subscribers shall have the sole obligation of obtaining and paying for the
installation and ongoing charges attributable to [*]. RAM shall provide
Palm with the use, associated maintenance and administration of RAM's
digital service units at no charge. Other rates apply to higher speed
connections.

III. Monthly Subscriber Unit Charges
-------------------------------

Subscriber Unit Charges............................... $ [*]

For all characters used by Subscriber Units activated hereunder. A message
transmitted between two mobile units requires two transmissions and the
number of bytes contained in each of the two transmissions will be billed
to each Subscriber Unit at the rate indicated above. Palm will not be
charged for header information associated with guaranteeing how the
characters are transferred.

Billing Administration Fee............................... $ [*]
<PAGE>

Includes monthly Palm Traffic Detail Report and Host Detail Report in RAM's
standard electronic format and/or hard copy

IV. Troubleshooting Services
------------------------

Hourly Rate............................................... $ [*]
(Minimum Charge - Two (2) hours

Daily Rate................................................ $ [*]

(These rates apply only when RAM is requested to address technical problems
that are NOT caused by a problem occurring in the RAM Facilities. Rates do
not include expenses incurred for travel, lodging, meals and costs of
materials and equipment, which will be charged separately.)

-2-
<PAGE>

Schedule 1.c

Use of RAM Logo

1. Palm agrees that the label on the outside of every package containing any
Palm Product (including but not limited to the Palm "Pilot" palm-top
device) that is intended by Palm for sale or distribution in connection
with the use of the Palm/RAM Services shall display the RAM Logo in a size
and location to be mutually agreed by RAM and Palm as to each such Palm
Product. Each such use of the RAM Logo by Palm shall conform to the
guidelines set forth in Attachment 1.c-1 incorporated herein by reference
and shall be accompanied by a brief explanatory note to be agreed upon by
RAM and Palm. From time to time when requested to do so by RAM, Palm shall
provide RAM with specimens of all packaging on which the RAM Logo appears.

2. For purposes of this Schedule 1.c, the "RAM Logo" shall mean the RAM Mobile
Data logo described in Attachment 1.c-1 or such replacement logo as RAM may
provide to Palm from time to time under this Agreement.

3. RAM hereby grants Palm a nonexclusive, personal, royalty-free and
nontransferable license to use the RAM Logo during the Initial Term or a
Renewal Term (if any) of this Agreement, only in the United States of
America and solely in conjunction with the sale and distribution of Palm
Products intended by Palm for sale or distribution in connection with the
use of the Palm/RAM Services as provided in Section 1 of this Schedule 1.c.

4. Palm agrees that its use of the RAM Logo shall be subject to the terms and
conditions of this Agreement, including but not limited to the requirements
set forth in Section 2.f concerning compliance by the Palm Products with
technical specifications and procedures established by RAM for use of the
RAM Facilities. Use of the RAM Logo by Palm is not intended to authorize
Palm to act for any purpose on RAM's behalf, and such use shall not be
construed in any manner contrary to Section 10 of the Agreement entitled
"Independent Contractors".
<PAGE>

Attachment 1.c-1

Guidelines for Using the RAM Mobile Data Logo

Introduction

The RAM Mobile Data logo is the official symbol of RAM Mobile Data. It is
designed for use in all forms of visual communication. The prime communicative
objectives of the RAM Mobile Data logo are in identify the corporation quickly
and distinctly, and to reflect its relationship to all RAM Mobile Data strategic
partners, business partners, dealers, resellers, etc.

The Graphic Element

The RAM Mobile Data logo consists of the words "RAM," "Mobile," "Data" in
conjunction with the "icon". All upper case italicized letters are used to form
the logotype, and the words "RAM", "Mobile", "Data" are always stacked and flush
left to the "icon" used in the logo. None of the words appearing in the logo
may be abbreviated, translated or transliterated as done in non-English
documentation. You may not substitute your own translation of the icon.

Logo Formats for Reproductive Purposes

For logo reproductive purposes, RAM Mobile Data can provide you with either:

. A reproduction proof (a high-quality printed copy of the logo) with
the logo in several sizes

. An electronic version of the logo in multiple file formats.

PLEASE NOTE: These are the only sources from which the logo may be reproduced.
You MAY NOT alter the provided artwork in any way or replace the words in the
logo with any others.

Size: The logo may be enlarged or reduced. However, minimum size for the RAM
Mobile Data logo is 5/8" horizontally.

Staging: The logo must be surrounded by a clear margin equal to the height of
the logo so that no typographic or design element appears within that boundary.

Color: When reproducing the logo in color, the color treatment is PMS 301.
Four color process reproduction is acceptable whenever PMS match color
reproduction is not available. The RAM Mobile Data logo can also be presented
in all black on a light background providing there is sufficient contrast
between the background and the black logo. The logo can also be reversed out of
a color background that is dark enough to provide a sufficient contrast between
the background and the white logo.
<PAGE>

The logo may not be shown in any other colors unless previously approved by the
Director of Corporate Communications of RAM Mobile Data.

Quality Control

RAM Mobile Data reserves the right to review your use of the RAM Mobile Data
logo, conduct spot checks on all affected materials and may periodically send
out requests for samples. Refusal to submit samples, or noncompliance with the
guidelines outlined above, could result in revocation of the privilege to use
the RAM Mobile Data logo.

-2-
<PAGE>

Attachment 1.c-1

Guidelines for Using the RAM Mobile Data Logo

-3-
<PAGE>

Schedule 3.b

ELEMENTS TO BE ADDRESSED IN THE TECHNICAL PLAN

1. Method, protocol, and facilities to be used to interconnect the Subscriber
Facilities and the RAM Facilities, it being expected that the parties will
utilize X.25 or any other standard interface supported by the RAM
Facilities from time to time;

2. Specification and implementation of MOBITEX protocol stack and transport
layer protocol for Subscriber Facilities and Subscriber Units;

3. RAM support to be provided to Palm and software development agents on
matters relating to MOBITEX operation and protocols such support to include
and cover MOBITEX interface specifications and remote access to the RAM
Facilities for development test purposes; and

4. Detailed procedures for the testing and certification of the Palm Products
to be included in the Palm/RAM Services.
<PAGE>

Schedule 4.b

ELEMENTS TO BE ADDRESSED IN THE BETA TEST PLAN

1. The time period, duration, location, scope, participants, subscriber
equipment, subscriber equipment supplier for the Beta Test, it being
tentatively agreed that the initial application software Beta Test shall be
conducted during the 4th calendar quarter of 1997 and include participants
from both within Palm and/or RAM and independent third parties likely to
subscribe to the Palm/RAM Services.

2. Specification of features of the Palm/RAM Services to be tested and the
development of objective test criteria and procedures; and

3. Specification of the Palm and RAM personnel to participate in the Beta Test
and the allocation of expenses to be incurred in connection with the Beta
Test.
<PAGE>

Schedule 4.c

ELEMENTS TO BE ADDRESSED IN THE OPERATIONS PLAN

Policies and procedures with respect to:

1. service provisioning;

2. registration of Subscriber Units on the RAM Facilities and obtaining
any required FCC licenses;

3. billing (including form and content of bills from RAM to Palm and the
medium by which they are rendered);

4. service/support facilities to be provided by RAM and Palm to each
other and to subscribers to the Palm/RAM Services;

5. network management facilities and functions to be supplied and
supported by RAM and Palm; and

6. documentation with respect to the RAM Facilities, the RAM Services,
the Subscriber Facilities, the Palm Products, and the Palm/RAM
Services.
<PAGE>

Schedule 5.a

ELEMENTS TO BE ADDRESSED IN THE MARKETING PLAN

1. The exchange of information between RAM and Palm concerning the present and
future market demand in the US for the Palm/RAM Services and the worldwide
market demand for such services;

2. Joint participation in trade shows, it being expected that each party will,
in approximately equal measure, provide personnel and materials in support
of the others' activities;

3. Joint development of collateral marketing materials, including brochures
describing the Palm/RAM Services; and

4. Cross training of each other's sales, marketing, and customer service
personnel in the features and benefits of the Palm Products and the RAM
Services.

<PAGE>

EXHIBIT 10.10

SUPPLY AGREEMENT BETWEEN

MANUFACTURERS' SERVICES SALT LAKE CITY OPERATIONS, INC.

and

PALM COMPUTING, INC.

- --------------------
[*] = information redacted pursuant to a confidential treatment request
throughout this exhibit. Such omitted information has been filed separately with
the Securities and Exchange Commission.
<PAGE>

TABLE CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. DEFINITIONS............................................................ 1

2. PRECEDENCE OF DOCUMENTS................................................ 3

3. PURCHASE AND SUPPLY COMMITMENT......................................... 3

4. PURCHASE ORDERS, FLEXIBILITY, RESCHEDULES, CANCELLATIONS............... 4

5. ROLLING FORECAST....................................................... 6

6. PURCHASES BY BUYER'S AUTHORIZED AGENTS................................. 6

7. EXCESS MATERIALS....................................................... 7

8. OBSOLETE MATERIALS..................................................... 7

9. TERM OF AGREEMENT...................................................... 7

10. PRODUCTION CAPACITY.................................................... 7

11. FLEXIBILITY CAPABILITY................................................. 8

12. MATERIALS TRANSFER..................................................... 8

13. PRICING................................................................ 8

14. DELIVERY............................................................... 9

15. PACK-OUT, PACKING, MARKING, AND SHIPPING INSTRUCTIONS.................. 9

16. QUALITY STANDARDS AND CERTIFICATION.................................... 9

17. INSPECTION, TESTING, AND ACCEPTANCE.................................... 11

18. RETURN OF PRODUCT...................................................... 12

19. SUPPORT................................................................ 13

20. WARRANTY............................................................... 13

21. PAYMENT................................................................ 15
</TABLE>

i
<PAGE>

TABLE OF CONTENTS
(continued)

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22. CHANGES................................................................ 15

23. PROTOTYPING AND ENGINEERING SERVICES................................... 16

24. INTELLECTUAL PROPERTY RIGHTS........................................... 17

25. TERMINATION FOR CAUSE.................................................. 18

26. TERMINATION FOR CONVENIENCE............................................ 18

27. LIMITATION OF LIABILITY................................................ 19

28. FORCE MAJEURE.......................................................... 19

29. NONASSIGNABILITY....................................................... 20

30. NOTICES................................................................ 20

31. COMPLIANCE WITH LAWS................................................... 21

32. PATENT, COPYRIGHT AND TRADEMARK INDEMNITY.............................. 21

33. CAPACITY PLANNING...................................................... 23

34. GRATUITIES............................................................. 23

35. INSURANCE AND STATUTORY OBLIGATIONS.................................... 23

36. INSURANCE COVERAGE..................................................... 23

37. CONFIDENTIAL INFORMATION............................................... 24

38. PUBLIC ANNOUNCEMENTS................................................... 25

39. COUNTRY OF ORIGIN...................................................... 26

40. PROPERTY FURNISHED BY BUYER............................................ 26

41. GENERAL................................................................ 26
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EXHIBITS:
Exhibit A - Products and Pricing
Exhibit B - Specifications

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TABLE OF CONTENTS
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Exhibit C - Buyers' Pack-Out and Packaging Specifications
Exhibit D - Flexibility Parameters
Exhibit E - Buyer's Affiliates and Authorizing Agents
Exhibit F - Performance Standards
Exhibit G - Build Request Process Flow
Exhibit H - Long Leadtime Authorization Form
Exhibit I - Environmental Warranties
Exhibit J - Statement of Work
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<PAGE>

SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (hereinafter referred to as "the Agreement"), dated
and effective this 27th day of November 1999, ("Effective Date"), and the
schedules attached hereto between

Manufacturers' Services Salt Lake City Operations, Inc., a company
organized and existing under the laws of Delaware and having its principal
place of business at 5742 West Harold Gatty Drive, Salt Lake City, Utah 84116
("Seller") on the one hand and

Palm Computing, Inc., a company organized and existing under the laws of
California and having its principal place of business at 5400 Bayfront Plaza,
Santa Clara, California 95052 ("Buyer") on the other hand

"Seller and Buyer" are hereinafter also collectively referred to as
"Parties" and individually as a "Party".

WHEREAS, Seller agrees to manufacture and sell to Buyer the Products (as
hereinafter defined) and Buyer agrees to purchase from Seller such Products,
subject to the terms and conditions of this Agreement.

1. DEFINITIONS

A. "Affiliate": with respect to any Party, any other party directly or
indirectly controlling, controlled by, or under common control with such Party.
For purposes of this definition, "control" when used with respect to any
party, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such party, whether
through the ownership of voting securities, by contract or otherwise; the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Buyer's Affiliates are identified in Exhibit E, which may be changed by written
notice from Buyer to Seller from time to time.

B. "BOM": Buyer's Bill of Materials.

C. Buyer's "Authorized Agent": any of Buyer's Affiliates, or any third
party suppliers, subcontractors or contract manufacturers who desire to purchase
Products or Materials and whose credit worthiness is reasonably acceptable to
Seller, who purchase on a letter of credit basis, or whose payment obligations
are guaranteed by Buyer. Buyer's Authorized Agents are identified in Exhibit E,
which may be changed from time to time by written agreement between Buyer and
Seller.

D. "Days": calendar days unless otherwise specified.
<PAGE>

E. "Excess Materials": Unique Materials on hand and ordered consistent
with Buyer's forecast at agreed-upon leadtimes and for which the forecasted use
is in excess of thirteen (13) weeks resulting from Buyer's cancellations,
reschedules or other delays or changes caused by Buyer.

F. "Finished Goods Stockroom": the section of Seller's facility
designated as the area where the Product is delivered to Buyer.

G. "Materials": component line items on the BOM, which are collectively
assembled to produce the Product.

H. "Manufacturing Lead Time": the total aggregate lead time of that
component of the Product having the longest lead time, plus the time necessary
for receiving and inspecting all components for such Product, manufacturing the
Product, and systems integration, test and distribution, all as mutually agreed
upon by the Seller and Buyer.

I. "MRP": Materials requirements planning.

J. "NRE": non-recurring engineering expenses.

K. "Obsolete Materials": Unique Materials on hand and ordered consistent
with Buyer's forecast at agreed-upon leadtimes which can no longer be used for
their designated Product and/or for which there is no forecast for the following
[*].

L. "Performance Standards": those performance standards set forth in
Exhibit F, as may be modified from time to time by mutual written agreement of
the Parties.

M. "Product(s)": the product(s) identified by Buyer's part number or
assembly identification name as more fully described in Buyer's Specifications.

N. "Pull" means a replenishment driven process triggered by customer
consumption whereby Product is manufactured and delivered by Seller based upon
Buyer's replenishment demand, which is generated by actual use, disposition or
consumption of Product by Buyer; the overall objective being to minimize Seller
and Buyer's inventories while enabling greater flexibility and faster response
in fulfilling Buyer's variable replenishment demand.

O. "Build Request" is a document Buyer provides to Seller on an as-needed
basis and serves as a replenishment request. The Build Request indicates, among
other things, the part number(s), quantity(s), delivery date(s), and
destination(s) of the Product(s) being requested.

P. "Pull Product" shall mean Products, which may be purchased by Buyer
under a Pull Purchase Order pursuant to this Agreement, and for which Seller and
Buyer have jointly agreed are to be designated as pull Products.

Q. "Blanket Purchase Order" is Buyer's blanket Purchase Order for a
Product. Blanket Purchase Orders shall reference this Agreement and include the
mutually agreed Price (as defined in

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<PAGE>

Section 13A), but do not bind Buyer or Seller as to total quantities purchased,
delivery dates, or the total dollar commitment of such Blanket Purchase Order.

R. "Purchase Order": Buyer's written purchase order form or other format
mutually agreed upon by the Parties and any documents incorporated therein by
reference.

S. "RMA": return material authorization.

T. "Specifications": Buyer's specifications as shown on Exhibit B,
attached, which also hereby by reference include IPC-610B Class 2 workmanship
standards as modified from time to time and the then currently accepted
commercial manufacturing practices.

U. "Unique Materials": Custom (i.e. specifically designed for the
Products) Materials or noncancellable and nonreturnable industry standard
Materials (i.e., that are not available from multiple suppliers or from a single
supplier with multiple customers).

2. PRECEDENCE OF DOCUMENTS

The precedence of documents between Buyer and Seller shall be:

A. This Agreement, as it may be amended in writing by mutual agreement

B. A Purchase Order

C. Buyer's non-binding forecast.

3. PURCHASE AND SUPPLY COMMITMENT

A. Buyer agrees that it and its Authorized Agents shall purchase, and
Seller agrees to supply, a minimum commitment of 450,000 units of Palm Viewer
Products per quarter during the Initial Term of this Agreement. Notwithstanding
the foregoing, if Seller fails to meet the Performance Standards set forth in
Exhibit F in all material respects, or otherwise fails to comply with material
obligations hereunder, or Seller fails to make the minimum commitment available
to Buyer in accordance with Buyer's orders in any quarter due to a Materials
shortage or otherwise (not directly caused by Buyer), Buyer will be under no
obligation to reach this minimum in any quarter of such material noncompliance
but will be under this obligation in subsequent periods if such noncompliance is
cured within the Initial Term. Notwithstanding the foregoing, any failure of
Seller to make minimum commitments available to Buyer in accordance with Buyer's
orders in any quarter shall only relieve Buyer of its obligation to reach its
minimum commitment to the extent of such shortfall provided that Seller makes
the remainder of such commitment available in such quarter in accordance with
Buyer's orders.

B. Any overage in purchase of Products of no more than 20% that occurs
during any quarter will be credited towards the subsequent quarterly period and
any deficit in purchase of Products of no more than 20% in any quarter may be
made up in the next quarter to the extent there is not a deficit in such
subsequent quarter. This minimum purchase commitment takes precedence over the

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<PAGE>

Flexibility Parameters of Exhibit D. Failure to meet the commitment is subject
to a ninety (90) day notice and cure period.

4. PURCHASE ORDERS, FLEXIBILITY, RESCHEDULES, CANCELLATIONS

A. Buyer will provide a minimum of [*] continuous, Blanket Purchase Order
coverage. Blanket Purchase Orders may be submitted in the form of hard copy, by
facsimile, or by electronic transfer if there is an electronic data interchange
("EDI") agreement in place between Buyer and Seller. Purchase Orders will
specify part numbers, quantity, prices, product revisions, requested delivery
dates and delivery locations all of which shall be consistent with the terms
hereof. Any terms or conditions contained in the Purchase Order or in Seller's
acknowledgement or other document which are inconsistent with or in conflict
with the terms and conditions contained in this Agreement or which increase or
impose additional obligations, liabilities, or risks upon the other Party are
hereby expressly rejected and shall have no effect. Blanket Purchase Orders will
be for one part number per purchase order and indicate: (1) agreed-upon purchase
Price; (2) method for shipping, receiving and billing of Product shipped per the
"Build Request Process Flow" method set out in Exhibit G or as otherwise
mutually agreed; and (3) payment terms as defined in this Agreement. Blanket
Purchase Orders quantities are not considered for liability purposes or for use
in Materials planning and forecast requirements. Materials liability is set
forth in Exhibit D. Buyer shall communicate demand for long range and weekly
increments consistent with the Build Request Process Flow set forth in Exhibit G
or as otherwise mutually agreed.

B. Alternatively, Buyer will provide a Blanket Purchase Order [*] at the
agreed-upon Price for the forecasted demand for [*]. Buyer will release Build
Requests for Products on a [*] basis for the quantities to be shipped the
following [*] based upon demand patterns and backlog status. On a periodic basis
at Buyer's discretion, Buyer may issue a Build Request document to Seller,
requesting delivery of Product pursuant to the Build Request Process Flow set
forth in Exhibit G. Such Build Requests shall be Buyer's only commitment to
purchase Products (subject to Section 3 above), and Seller's only authorization
to ship Product to Buyer. A Build Request may be in electronic or written
(including facsimile) form. Seller agrees to multiple Build Requests per Day.

C. When Buyer issues a Build Request, Products must be scheduled for
delivery [*] business Days after Seller's receipt of the Build Request. If Buyer
requests Seller to ship Products in fewer than [*] business Days after Seller's
receipt of the Build Request, Seller agrees to make commercially reasonable
efforts to accommodate Buyer's request.

D. Buyer and Seller agree to, on a monthly basis, reconcile their
respective data records with respect to open Purchase Order quantity and the
quantity of Product ordered, shipped and delivered pursuant to Buyer's Build
Requests during the previous one-month period.

E. Seller will use commercially reasonable efforts, and will allocate
excess capacity at the Salt Lake City facility pro-rata based on customer unit
order volume among Buyer and other customers (to the extent Seller does not have
enough capacity to meet Buyer's orders beyond forecast and minimum commitment)
to meet Buyer's requested increases in capacity beyond

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<PAGE>

forecasted quantities within the Manufacturing Lead Time subject to Materials
availability, other scheduled manufacturing, and manufacturing capacity. If any
premium, expediting, or other increased charges over quoted costs are required
in order to meet Buyer's increased requirements, they must be approved in
advance by Buyer. Buyer agrees to pay for all such pre-approved costs that
represent out-of-pocket costs incurred by Seller. In addition, Seller commits at
no additional cost to Buyer to comply with the flexibility terms for Materials
and capacity availability as defined below provided that Seller is not obligated
to procure additional capital equipment to meet this obligation:

Materials and Capacity Availability Upside

[*] % Upside

0-2 25%

2-4 40%

4-8 50%

>8 100%

F. Exhibit D sets forth the allowable outward reschedules, cancellations
and upward flexibility.

G. Changes to Purchase Orders that are permissible under Exhibit D and
changes to its forecasts will be consolidated by Buyer who will take
commercially reasonable efforts to limit its requests to one request per week.

H. Purchase Orders shall not be considered as accepted until confirmed in
writing by an authorized representative of Seller. Seller shall make
commercially reasonable efforts to confirm Purchase Orders (except by written
mutual arrangement) within [*] business Days after receipt. Notwithstanding
the foregoing, if Seller fails to accept or reject within [*] Business
Days, Seller will be deemed to have accepted that Purchase Order. No additional
or different provisions proposed by either Party shall apply unless expressly
agreed to in writing by both Parties. Seller will accept Purchase Orders which
are consistent with the terms and conditions of this Agreement.

I. Seller will meet the delivery dates specified by Buyer if such dates
are consistent with the Performance Standards set forth in Exhibit F.

J. On a [*] basis Seller will provide Buyer with a list of all Materials
with leadtimes exceeding [*] for review and mutual approval. Upon mutual
approval, Seller will update the MRP with the mutually agreed current leadtimes.
Any Unique Materials that are required to be purchased beyond mutually agreed
leadtimes requires completion of the "Long Leadtime Authorization Form" set
forth in Exhibit H.

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<PAGE>

K. Any Unique Materials item whose cost will change, with inventory or
liability still available, but less than a forecasted [*] production, will
result in a Price change, using a [*] method:

[*]

L. or such other method as mutually agreed.

5. ROLLING FORECAST

Buyer will provide Seller with at least a [*] rolling non-binding forecast,
updated [*]. Buyer authorizes Seller to procure long lead-time Materials
consistent with Section 4J above in accordance with Buyer's forecasts and
flexibility requirements. Buyer further authorizes Seller to purchase minimum
buy items and reel quantities to support economic order quantities and Materials
requirement planning which may exceed authorized forecasts or Purchase Orders.
Seller agrees to inform Buyer of such purchases and Buyer shall have the right
to pre-approve all purchases of Unique Materials ordered in excess of forecast.
Some of Seller's orders to vendors and/or some Materials may be designated by
vendors as non-cancelable or non-returnable. All of these actions may result in
Materials procurement in excess of that required by Buyer's Purchase Orders and
forecasts. Buyer hereby authorizes Seller to make such purchases as are
reasonably necessary to meet Buyer's forecasts. Buyer will be liable for, and
Buyer's liability with respect to the procurement of Materials will be limited
to Excess and Obsolete Materials as set forth in Section 7 and Section 8 below.
For the avoidance of doubt, Seller will be responsible for managing the
disposition and liability of all industry standard Materials at no expense or
liability to Buyer (i.e., all non-Unique Materials). In addition, Buyer may
limit its liability hereunder by specifying to Seller in writing a maximum
amount. If Buyer elects to specify a maximum amount Seller will purchase only to
that amount and will notify Buyer of the impact to Buyer's forecast/Purchase
Orders.

6. PURCHASES BY BUYER'S AUTHORIZED AGENTS

Seller agrees that all of the Buyer's Authorized Agents, wherever located,
shall be entitled to make purchases under this Agreement, and all such purchases
shall apply to the purchase commitments in Section 3, subject to their credit
worthiness being reasonably acceptable to Seller, unless they purchase on a
letter of credit basis or their payments are guaranteed by Buyer. Any payment
timing and credit limitations placed on Buyer's Authorized Agents, other than
those presented in this Agreement, will be agreed upon in writing by both
Parties. Seller agrees to notify Buyer of any credit limitations applicable to
Buyer's Authorized Agents.

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<PAGE>

7. EXCESS MATERIALS

With respect to any Excess Materials on hand, Seller will notify Buyer of
the amount and the cost of such Excess Materials in a consolidated, monthly
report. Buyer shall either (i) pay carrying costs for Excess Materials at a rate
of [*] per month as it ages greater than [*] after receipt of such monthly
notice by Buyer; or (ii) buy all Excess Materials at Seller's cost (purchase
price paid by Seller) to be held in bonded stock for consumption based upon a
forecasted demand within the next [*]. Seller will use reasonable commercial
efforts to sell Excess Materials.

8. OBSOLETE MATERIALS

On a monthly basis, Seller will send Buyer a report which states the
Materials that are determined to be Obsolete Materials. Buyer will purchase
Obsolete Materials at cost (purchase price paid by Seller) plus a [*] Materials
acquisition charge. Buyer will provide Seller a Purchase Order within [*] days
of confirmation of obsolescence. Seller will use reasonable commercial efforts
to sell Obsolete Materials.

9. TERM OF AGREEMENT

This Agreement shall become effective upon execution by authorized
representatives of both Parties. This Agreement shall expire twenty-four (24)
months after the date of execution by both Parties ("Initial Term"), unless this
Agreement is terminated earlier pursuant to Section 25 or 26 and shall be
automatically extended for one or more additional successive [*] month
periods (each, a "Renewal Term"), unless one Party notifies the other Party in
writing at least [*] months prior to the beginning of such additional period
that it desires not to extend. Minimum capacity and purchase obligations
pursuant to Section 3 shall terminate upon expiration of the Initial Term and
shall not be renewed in any Renewal Term. The Initial Term, along with any
Renewal Terms, is referenced to herein as the "Term" of this Agreement.

10. PRODUCTION CAPACITY

All manufacturing will be conducted at Seller's Salt Lake City, Utah
facility unless otherwise agreed. Seller shall make available the necessary
capacity at such facility to meet Buyer's production requirements, as provided
by Buyer in Sections 4 and 5. Seller will notify Buyer on a [*] basis to confirm
that capacity is available for the forecasted period for the following [*] Days
and to advise Buyer of any capacity constraints for the remainder of the
forecast period. Buyer agrees to not unreasonably withhold approval of
additional production facilities in the event of extraordinary demand beyond
Buyer's forecasts. However, to the extent Seller does not have sufficient
capacity to meet Buyer's orders beyond forecast and minimum commitments, Seller
will allocate capacity at the Salt Lake City facility pro-rata among Buyer and
other customers, based on customer unit order volumes, and Buyer is under no
obligation to approve the manufacture of Products at any other of Seller's
locations if Buyer determines in its sole discretion that such location does not
meet Buyer's business needs.

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<PAGE>

11. FLEXIBILITY CAPABILITY

Buyer may issue change requests for Product quantities and schedule dates,
and Seller shall maintain the necessary capacity to accommodate such changes, in
accordance with the Flexibility Parameters attached as Exhibit D (the
"Flexibility Parameters"). Changes made in accordance with the Flexibility
Parameters will not incur cost or liability for Buyer.

12. MATERIALS TRANSFER

Seller agrees to buy, from time to time, Buyer's on-hand Materials that are
in excess of Buyer's own production requirements and are needed for Seller's
production within the open Purchase order period. Seller also agrees to sell
Materials in excess of Seller's production requirements to Buyer, to any of
Buyer's Authorized Agents or anyone else designated by Buyer whose credit
worthiness is reasonably acceptable to Seller, who purchases on a letter of
credit basis, or whose payment obligations are guaranteed by Buyer. Transfer
quantities and payment terms will be mutually agreed on a case-by-case basis.
Prices shall be at Buyer's or Seller's, as the case may be, actual purchase
price for the transferred Materials.

13. PRICING

A. The prices for Products sold pursuant to this Agreement are set out in
Exhibit A to this Agreement (hereinafter referred to as "Prices"). Any change to
the Prices set forth in Exhibit A shall be identified by an amendment to Exhibit
A which must be approved by authorized representatives of both Parties. All
Prices shall be in US Dollars, unless otherwise negotiated and documented in
Exhibit A.

B. Delivery is at Seller's dock or the Seller's Finished Goods Stockroom,
whatever the case may be. Buyer shall pay all applicable out-bound freight
costs, out-bound export costs, including any pre-shipment inspection charges if
mandated by the authorities of the country of exportation, as well as all out-
bound export brokerage, documentation, processing, customs and any other export
fees and taxes for export out of the United States at Buyer's request. Buyer
also agrees to pay all sales and use taxes on Products or Materials sold to
Buyer to Seller's delivery point or furnish Seller with tax exemptions. Both
Parties agree that Prices shall include all costs of the Product manufacture,
including pack-out of finished goods, as well as charges such as packaging,
palletizing, packing, crating, and storage as needed.

C. All Materials shall be purchased from suppliers on Buyer's approved
vendor list (the "AVL") as revised from time to time. Buyer agrees to use
reasonably commercial efforts to have Buyer's suppliers extend to Seller (as
agreed to by the applicable supplier) any and all Buyer negotiated Materials
pricing solely for purchases for Products manufactured under this Agreement.
Buyer will consider requests by Seller to permit such pricing to be extended to
Seller for purchases for Seller's other customers (as agreed to by the
applicable supplier).

D. Any Materials inspection processes that are in place at the
manufacturing facility as of the Effective Date are included in the negotiated
Price. Materials cost reductions negotiated by

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<PAGE>

Buyer with component suppliers will also be factored into Buyer's Materials
cost. Cost reductions negotiated by Seller for Buyer-controlled Materials from
alternate suppliers that are not on Buyer's approved vendor list, but which have
been approved by Buyer for inclusion on the AVL, will be shared equally for one
quarter following first production shipment of such components by the new
supplier to Seller, after which time the cost reduction will be factored fully
into Buyer's Materials cost.

14. DELIVERY

A. Seller will deliver the Product no more than [*] Days before and [*]
Days after the agreed delivery date, but if deliveries are delayed by causes
beyond Seller's control, Seller will promptly notify Buyer and may make partial
deliveries. If Seller continues to be unable to meet the agreed delivery date
due to supply constraints, it will provide Buyer a report of such supply
constraints and proposed actions to minimize the impact of these constraints. If
delivery is more than [*] Days late due to causes entirely within Seller's
control, Seller will pay the incremental cost of expedited shipment. Delivery
terms are Ex-Works (as defined in the International Chamber of Commerce
"Incoterms" 1990 edition) from Seller's production facility. Title and risk of
loss to the Product passes to the Buyer at the point of delivery, i.e. Seller's
dock or Sellers' Finished Goods Stockroom.

B. Seller shall segregate and clearly designate the Products as belonging
to Buyer. Seller shall maintain insurance coverage in a form reasonably
acceptable to Buyer to cover risk of loss to the Products until delivery to the
common carrier.

15. PACK-OUT, PACKING, MARKING, AND SHIPPING INSTRUCTIONS

A. All Product shall be finished, packed-out, prepared and packed for
shipment in a commercially reasonable manner with the intent to secure the
lowest transportation rates and meet carrier's requirements and those set forth
in Buyer's Pack-Out and Packaging Specifications which are attached hereto as
Exhibit C.

B. Each shipping container shall be marked to show Buyer's Purchase Order
number, part number, revision level, lot number, quantity contained therein, and
destination. A packing list showing the Purchase Order number shall be included
in each container. Marking on all parts shall be per the Buyer's shipping
specification. Marking shall include date of manufacture, place of manufacture,
Seller's part number and revision number.

16. QUALITY STANDARDS AND CERTIFICATION

A. MANAGEMENT REVIEW PROCESS. The Parties intend to maintain active and
open communications at both the program level and at the strategic level, and
agree to engage in periodic reviews of all applicable activities encompassing
the relationship. Executive representatives from both Parties will meet no less
than quarterly to review all major elements of this Agreement and to jointly
agree upon updated performance metrics for this Agreement. Initially, the
Parties intend to rotate these meetings between Seller's locations and Buyer's
corporate facilities in Santa Clara,

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<PAGE>

California. Special attention will be paid to Buyer programs specific to the
host site, although the Parties will also follow a standard agenda covering the
total business. This agenda will include reviewing Buyer future Product roadmaps
and schedules, organizational updates, future manufacturing and process
improvements by Seller's business reviews, and performance metrics reflecting
activities during the period since the last review.

B. PERFORMANCE METRICS. Performance Metrics as set forth in Exhibit F
will include, but are not limited to, the following: (i) total Buyer-Seller
business level; (ii) Seller product quality and yields; (iii) Seller on-time
delivery performance; (iv) Buyer forecast accuracy; (v) Seller inventory
summary; (vi) Buyer EC activity; (vii) lead time characterization; (viii) Seller
prototype on-time delivery and quality performance; and (ix) Seller
future/projected manufacturing/process and cost improvements. Seller agrees to
maintain quality standards, measurement practices, quality reports, and
inspection processes as they exist at the Salt Lake City facility as of the
Effective Date subject to any changes as may be mutually agreed. In addition,
Seller will work with Buyer to develop mutually-agreeable closed-loop quality
and corrective action processes on a going forward basis. Seller shall maintain
the quality plan in effect at the Salt Lake City facility as of the Effective
Date. The Parties shall cooperate to develop a mutually acceptable quality plan
incorporating such existing plan at a minimum on a going forward basis. Upon
request of either Party, the Parties will cooperate to document such plan in
writing. The Parties shall engage in quarterly reviews and weekly conference
calls to track performance and update such plan.

C. Seller agrees that all Products will conform in all material respects
to the Specifications for the part number stated on the BOM or Buyer's Purchase
Order, the Specifications for the manufacture and pack-out of the Products, and
to the workmanship specifications of IPC-610B Class 2 as modified from time to
time, which are set forth in Exhibits B and C, and to the then currently
accepted commercial manufacturing practices. For the avoidance of doubt, as
used in this Agreement "material" includes without limitation any non-conformity
that may cause a customer to return a Product.

D. Seller will supply qualification samples to Buyer upon request. Buyer
shall provide written notification to Seller of the results of qualification
testing of each Product. If the sample is approved by Buyer, then Buyer will be
deemed to have accepted the BOM for the qualification samples and the processes
performed by Seller will be deemed to meet the appropriate Specifications.

E. Buyer shall have the right to purchase spare Materials for the
Products in order to perform internal maintenance, support, and repair and for
lab stock and testing purposes. Such purchases shall be governed by the
applicable terms and conditions set forth in this Agreement.

F. Seller will conform to the requirements of ISO 9002 at all times in
manufacturing the Products hereunder. Seller agrees that it currently is or
will, within twelve (12) months of the Effective Date of this Agreement become
certified under ISO 9002, and during the term of this Agreement will remain ISO
9002 certified. If at any time hereafter certification under ISO 9002 is no
longer generally appropriate, Seller will ensure that it is certified under
another comparable or higher standard which is reasonably acceptable to Buyer.

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G. Seller agrees that it will perform final "out-of-box" testing of a
sample of the Products to verify that the Products conform to the Specifications
in all material respects prior to delivery to Buyer. If any Products in the
sample deviate from the Specifications, Seller shall rework all defective
Products in the lot being sampled to render them compliant with the
Specifications in all material respects. Test methods and test procedures shall
be as currently in place at the Salt Lake City facility or as otherwise agreed
to by both Parties.

H. If Buyer returns defective Products to Seller, Seller agrees to
implement on a prompt basis appropriate actions as necessary to minimize the
possibility that additional defective Products will be delivered to Buyer, and
further agrees as soon as reasonably possible to implement appropriate
corrective actions as necessary to prevent reoccurrence of the defect. Seller
further agrees to conduct a detailed failure analysis and to report the failure
analysis data to Buyer within thirty (30) Days of receipt of the defective
Product at Seller's location. Seller agrees to preserve and maintain all data
associated with Product failure analysis and corrective actions and to make that
data available to Buyer upon request at no charge provided that Seller shall not
be obligated to preserve and maintain such data beyond the period required by
its ISO 9002 certification or the warranty period for the Products, whichever is
greater. Seller agrees to participate in Buyer's closed-loop corrective action
process.

I. Seller agrees to advise Buyer in writing of any material changes to
manufacturing processes and any changes to Materials, sources of supply, or
process chemistries, test procedures, quality reporting or other major
processes, and to ensure that any such changes do not compromise specifications,
quality, or reliability of Products ordered pursuant to this Agreement . In the
case of changes to Materials or sources of supply, such notice shall be provided
no less than the Materials' leadtime plus thirty (30) Days prior to the
effectiveness of such change. Seller may not make any such changes without prior
written approval from Buyer. In the event a Seller-proposed change fails Buyer's
qualification, Seller is obligated to provide the existing qualified Product
until the proposed changed can be qualified.

17. INSPECTION, TESTING, AND ACCEPTANCE

A. Products purchased pursuant to this Agreement shall be subject to
inspection, testing, and acceptance by Buyer, which shall occur within [*] of
delivery of Product.

B. All Products built by Seller for Buyer will have a specific set of
Product testing procedures and acceptance criteria as currently in place at the
Salt Lake City facility or as otherwise agreed to by both Parties. Upon request
of either Party, the Parties will cooperate to document such procedures and
criteria in writing. Should Products or Seller's processes be found to be non-
conforming, Seller will withhold shipping Product until such non-conformance is
resolved to Buyer's reasonable satisfaction. Buyer will not be responsible for
Products that fail to meet agreed upon acceptance criteria.

C. All Products are subject to Buyer's inspection and test at Buyer's
facility before final acceptance. Buyer has a [*] acceptance period after
delivery. In the event of a non-conforming

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order (i.e. failure to meet Purchase Order or failure to meet warranty), Buyer
has the right to reject the order in whole or in part within such [*] period.

D. Upon two (2) business Days' notice, Buyer shall have the right to
perform vendor qualifications and/or on-site inspections at Seller's
manufacturing facilities during Seller's normal business hours. If an inspection
or test is made on Seller's premises, Seller shall provide Buyer's inspectors
with reasonable facilities and assistance at no additional charge. In the event
that any on-site inspection of the Products indicates that the Products do not
conform to the requirements of this Agreement, Seller shall not ship such
Products to Buyer until such nonconformity has been corrected to Buyer's
reasonable satisfaction and Buyer has approved shipment of such Products in
writing. This does not preclude, prevent or limit Buyer's right to perform
acceptance testing at Buyer's facilities.

18. RETURN OF PRODUCT

A. In the event Buyer detects non-conforming Products prior to acceptance,
a Non-Conforming Materials Report (NCMR) and/or a Corrective Action Request
(CAR) shall be provided to Seller and Seller shall submit an initial response to
such CAR within forty-eight (48) hours after receipt. Seller must provide a
Return Materials Authorization (RMA) within forty-eight (48) hours after receipt
of request for an RMA from Buyer.

B. Buyer may reject and return any defective Product to Seller at Seller's
expense. Seller agrees to reimburse Buyer all reasonable and actual freight and
handling costs associated with return of any defective Product. Seller will
return conforming Products freight prepaid as per the following schedule to
Buyer or issue appropriate credit no later than [*] Days, or as mutually
agreed by both Parties, from the date Seller receives the defective Product:

RMA Quantity Days
------------ ----

[*] [*]

Any Product returned to Seller, which, after inspection and testing by Seller,
is found to be free of defects shall be subject to a "No Defect Found Charge" as
specified in Exhibit A. However, Seller will waive any NDF Charges on Products
returned for repair, if returned Products result in an NDF rate not exceeding
[*] of the monthly unit volume. For an NDF rate greater than [*] but not more
than [*] the Parties will mutually agree upon allocation of the NDF Charge.

C. If pending the analysis of returned Products by Seller Buyer is in
urgent need of Product, Buyer may issue a Purchase Order to replace the Products
to which the CAR pertains. Seller will expedite such Purchase Order at Buyer's
request and, if requested by Buyer, will ship the order by

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premium transport as specified by Buyer. All costs of expedited handling of such
Purchase Order and any premium transport specified by Buyer shall be borne by
Buyer, unless there is a defect that is the fault of the Seller, in which case
it will be borne by Seller.

19. SUPPORT

Buyer may request reasonable on-site support from Seller, which Seller
shall provide, to solve problems with rejected shipment batches of Product as
well as to validate Buyer's inspection methodology. All costs will be borne by
the Party incurring them.

20. WARRANTY

A. WARRANTY. Subject to Section 20E below, Seller makes the following
warranties to Buyer:

(i) The Product will conform in all material respects to the
Specifications and the Materials will conform in all material respects to the
supplier's specifications for such Materials for a period of [*] from the date
of delivery to Buyer;

(ii) The Products will be free from defects in Seller's
workmanship and in Materials and meet the mutually-agreed testing criteria for a
period of [*] from the date of delivery to Buyer;

(iii) All Products and Materials delivered under this Agreement
shall comply with the environmental warranties set forth in Exhibit I;

(iv) All Products and Materials delivered under this Agreement
shall be free and clear of any liens or encumbrances, and at the time of
delivery Seller shall have all rights necessary to transfer title to such
Products and Materials to Buyer;

(v) The Materials are Year 2000 ready such that they are
capable of correctly processing, providing, receiving and displaying date data,
as well as capable of exchanging accurate date data with all Products with which
the Materials are used within and between the twentieth and twenty-first
centuries; and

(vi) The Products and all Materials provided to Buyer under
this Agreement (other than those purchased from Buyer) are new products and do
not contain anything used, refurbished or reconditioned.

B. REPAIR OR REPLACEMENT. In the event that any Product fails to comply
with the warranties set forth in Section 20A above, Seller shall, at its
expense, correct any such defect by repairing or replacing such defective
Product in Seller's discretion subject to Buyer's reasonable approval. Buyer
shall return to Seller such defective Products and Materials to Seller's
designated facility pursuant to the RMA procedure set forth in Section 18 above.
The repaired or replaced item will be shipped to Buyer no later than ten (10)
business Days from receipt of the defective Product at

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<PAGE>

Seller's facility subject to Materials availability. If repair or replacement is
not possible due to unavailability of needed Materials within the time required
by Buyer, at Buyer's option Seller will issue a refund in the form of a credit
to Buyer in an amount equal to the purchase Price of the defective Products that
Seller is unable to repair or replace. Replacement and/or repaired Products
shall be warranted for the [*].

C. EPIDEMIC DEFECT RATE. In addition to Section 20A above, Seller agrees
to repair or replace, at no charge to Buyer, any Epidemic Defects found to exist
in any of the Products at any time prior to [*] after the date of delivery to
Buyer of the affected Products. As used herein, "Epidemic Defects" shall mean a
product field failure or defect for which Seller is responsible pursuant to the
warranty in Section 20A at a rate of [*] or more occurring with the same or
related Products with the same cause as measured during the warranty period. In
the case of any Epidemic Defects, Seller and Buyer shall jointly agree regarding
which of the following options to pursue, at Seller's expense; (i) [*] that no
such corrective action is sufficient.

D. INDEMNIFICATION. If Seller discovers a material breach of any of the
representations and warranties in Section 20A, Seller shall promptly notify
Buyer of such breach in writing. In addition to repairing or replacing such
Products or Materials pursuant to Section 20B above, Seller shall defend,
indemnify and hold harmless Buyer and its officers, directors, employees,
agents, representatives, successors and assigns from any third-party claims,
liabilities, losses, demands or judgments arising from the breach of any of
Seller's representations and warranties set forth in Section 20A(iii) or (iv).

E. WARRANTY EXCLUSIONS.

Buyer will have no claim against Seller under the Product warranties set
forth in Section 20A, and Seller shall have no liability under Section 20A to
the extent that such claims are made for a Product defect:

(a) resulting from defective Buyer-supplied Materials;

(b) resulting from specific instructions provided by
Buyer in writing or electronically, covering design or test data,
Specifications, quality requirements, diagnostics, manufacturing processes or
other processes or Product descriptions; or

(c) that is caused by Buyer or anyone other than
Seller or its agents through misuse, excessive shock, accident, fire, or
improper maintenance procedures, improper storage, or modification by Buyer or
anyone other than Seller.

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<PAGE>

Notwithstanding Section 20A above, Seller's sole liability under this
Section 20 with respect to Materials shall be to use reasonable commercial
efforts to obtain such warranties for Materials from its suppliers of Materials.
All warranties obtained by Seller on the Materials shall, if possible, be
assigned to Buyer at no additional cost. To the extent such warranties are not
assignable to Buyer at no additional cost to Seller, Seller shall at Buyer's
written request use reasonable commercial efforts to enforce such warranty
against the supplier, and Seller shall provide the benefits of such enforcement
to Buyer (subject to reimbursement of attorney's fees as provided below). In
the event that after using reasonable commercial efforts, Seller's initial
efforts to enforce such warranty against the Materials vendor are unsuccessful,
Buyer will reimburse Seller for the reasonable costs of pre-approved (by Buyer)
outside legal counsel to enforce such warranties. If Seller is successful in
such enforcement, Seller will repair the affected Products with the non-
defective, replacement Materials, if applicable, at no cost to Buyer to the
extent that such labor costs are included in the warranty. To the extent that
labor costs are not included in such warranty, upon request from Buyer, Seller
will repair the affected Products with the non-defective replacement Materials
at Seller's standard costs.

F. WARRANTY DISCLAIMER. THE FOREGOING EXPRESS WARRANTIES AND REMEDIES ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN
FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY
DISCLAIMED.

21. PAYMENT

A. Payment shall be made by Buyer [*] Days from the receipt of invoice or
the date of delivery of Product, whichever is later. All payments shall be made
without any discount whatsoever. Seller shall submit the invoices to the address
indicated by Buyer.

B. Unless otherwise specified in Exhibit A or agreed to in writing by the
Seller and the Buyer, payment shall be in U. S. Dollars.

22. CHANGES

A. The Parties recognize that from time to time Seller will request or
will be requested by Buyer to implement Engineering Change Orders (hereinafter
referred to as "ECOs"). The following outlines the proper procedure for such:

(i) Seller Requested Changes. Seller is to notify Buyer in
------------------------
writing of proposed ECOs no less than lead time of the Materials plus [*] and
will, if so requested, provide Buyer with samples. The notification shall
include the proposed Product changes, anticipated price changes and
implementation date. Notification shall also include the appropriate
documentation to support Buyer's investigation of the impact of this proposal.
Buyer will review the feasibility of the implementation of the proposed ECO. If
lead-time or new costs are required for the ECO, lead time and new Prices will
be reviewed. Buyer is to advise Seller of its decision with respect to the
proposed ECO within [*] after receipt of Seller's written notifica-

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<PAGE>

tion, Buyer will not be liable for any Excess or Obsolete Materials arising as a
direct result of such Seller ECO.

(ii) Buyer Requested Changes. Buyer agrees to notify Seller
-----------------------
in writing of all proposed ECOs. This notification will include the appropriate
documentation to support Seller's investigation of the impact of this proposal.
Seller is to report to Buyer within five (5) business Days of Buyer's request
the feasibility of the implementation of the ECO and if reasonably feasible, the
estimated charges that would be incurred for obsolete work-in-process Materials,
raw Materials, and on-order Materials. Buyer will review the labor and Materials
costs and impact for the implementation of the ECO. If new Materials are
required for the ECO, lead-time and new Product Price will be reviewed and
mutually agreed upon.

(iii) Buyer is to notify Seller in writing within ten (10)
business Days after receipt of Seller's cost report of its decision as to the
proposed ECO, associated costs, and the implementation dates. Seller will
execute an agreed ECO per a mutually agreed upon phase-in plan, and will use
reasonable commercial efforts to meet Buyer's requested dates.

B. No ECO's shall be made by Seller without Buyer's prior written
approval, which may be withheld in Buyer's sole discretion.

23. PROTOTYPING AND ENGINEERING SERVICES

A. PROTOTYPE SERVICES. Buyer may engage Seller to render prototyping
services in connection with Products to be manufactured hereunder. In the event
that Buyer desires to engage Seller to render such services, the Parties shall
execute a Statement of Work which shall be in the form attached hereto as
Exhibit J or as otherwise mutually agreed, which shall include a description of
the services to be rendered, any milestones or delivery dates or other terms
relevant to such engagement.

B. OTHER ENGINEERING SERVICES. The Parties acknowledge that Buyer may
desire to engage Seller for other engineering services relating to the Products.
If Seller agrees to such engagement, the Parties shall execute a Statement of
Work in the form attached hereto as Exhibit J or as otherwise mutually agreed
and which shall include a description of the services to be rendered and any
milestones or delivery dates or other terms relevant to such engagement.

C. PERFORMANCE METRICS FOR SERVICES. Specific performance metrics for
Seller for a specific service may be set forth in the corresponding Exhibit J or
as otherwise mutually agreed. Where none is set forth, Seller shall use
reasonable efforts to provide services in accordance with the policies,
procedures and practices in effect before the date hereof and shall exercise the
same care and skill as it exercises in performing similar services for itself.

D. PAYMENT TERMS. Prices for services shall be set forth in the
applicable Exhibit J. Seller shall invoice Buyer on a monthly basis for all
charges for services rendered pursuant to this Agreement. Such invoices shall be
accompanied by reasonable documentation or other reasonable

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<PAGE>

explanation supporting such charges. Buyer shall pay Seller for all services
provided hereunder within thirty (30) Days after receipt of an invoice therefor.

24. INTELLECTUAL PROPERTY RIGHTS

A. BUYER OWNERSHIP. Except as set forth in Section 24B below, Buyer shall
exclusively own all right, title and interest in all results and proceeds of the
services rendered by Seller hereunder (the "Services"), including without
limitation, in any work of authorship, mask work, idea, design, concept,
technique, invention or discovery, whether or not patentable or registerable
("Assigned Inventions"), and Seller hereby irrevocably transfers and assigns to
Buyer all right, title and interest, including without limitation all IP Rights,
in the Assigned Inventions. As used herein, "IP Rights" shall mean all
copyrights, maskwork rights, patents and other intellectual property or
proprietary rights. In addition, the Parties expressly agree to consider as
works made for hire those works ordered or commissioned by Buyer which qualify
as such in accordance with the copyright laws. For all of the Assigned
Inventions, Seller agrees to provide documentation satisfactory to Buyer to
assure the conveyance of the Assigned Inventions to Buyer. The Assigned
Inventions shall be kept in confidence by Seller and shall be used only in
performing this Agreement and may not be used for other purposes except upon
such terms as may be agreed upon between the Parties in writing. Seller also
agrees to acquire from its employees, agents and contractors, rights and
covenants as to assure that Buyer shall receive the rights provided for in this
Section 24A.

B. SELLER OWNERSHIP. Seller shall exclusively own all IP Rights in all
know-how, technology, processes, procedures, ideas and concepts developed by
Seller or its employees, agents, affiliates or contractors in the course of
manufacturing the Products, any modifications, enhancements, improvements to the
manufacturing processes for the Products, and any other idea, design, concept,
technique, invention or discovery related to the manufacture of the Products
during the Term of this Agreement ("Manufacturing Standards"). For the avoidance
of doubt, (i) Buyer shall retain all IP Rights to all manufacturing processes,
know-how and other information and materials provided by Buyer to Seller after
the Effective Date of this Agreement to manufacture the Products or perform the
Services ("Buyer IP"), and (ii) Seller shall retain all IP Rights to all
manufacturing processes, know-how, and other information owned by Seller or
developed by Seller other than in connection with the performance of this
Agreement.

C. LICENSE GRANTS. In consideration of Seller's obligations under this
Agreement, Buyer hereby grants Seller a non-exclusive, non-transferable,
royalty-free fully-paid license for the Term of this Agreement to use the Buyer
IP, but solely for the purpose of manufacturing and servicing the Products for
Buyer and any of Buyer's Authorized Agents who purchase under this Agreement,
unless otherwise notified in writing by Buyer. Seller hereby grants to Buyer a
nonexclusive, royalty-free, fully-paid license to use the Manufacturing
Standards in connection with the manufacture of Products by or for Buyer and to
make, have made and distribute the Products manufactured using the Manufacturing
Standards. Upon request from Buyer, Seller shall provide Buyer with such
documents reasonably necessary for Buyer to document and duplicate the
Manufacturing Standards for the Products.

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<PAGE>

D. BUYER TRADEMARKS. Buyer authorizes Seller to affix and apply the Buyer
Trademarks to the Products as directed by Buyer for the sole purpose of
manufacturing the Products pursuant to this Agreement. Seller shall not use
Buyer Trademarks for any other purpose and only in such manner as to preserve
all rights of Buyer. Seller acquires no right to Buyer Trademarks by its use and
all uses by Seller of the Buyer Trademarks will inure to Buyer's sole benefit.
As used herein, "Buyer Trademarks" means those trademarks, trade names, service
marks, slogans, designs, distinctive advertising, labels, logos, and other
trade-identifying symbols as are or have been developed and used by Buyer or any
of its subsidiaries or affiliate companies and which Buyer owns or has the right
to use.

E. Nothing herein shall be deemed to modify the ownership, license or
other terms of the Intellectual Property License Agreement of even date herewith
between 3Com Corporation and Manufacturers' Services Limited ("MSL") or the
Asset Purchase Agreement dated as of November 19, 1999, between 3Com
Corporation, on the one hand, and Seller and MSL, on the other hand (the "Asset
Purchase Agreement").

25. TERMINATION FOR CAUSE

This Agreement or any Purchase Order may be terminated immediately for
cause by either Party upon notice to the other Party for the following:

(i) the other Party makes a general assignment for the benefit
of creditors, or a receiver or similar officer is appointed to take charge of
any of the other Party's assets;

(ii) the other Party enters into any composition with creditors
or is subject to an order made or resolution passed for it to be wound up or for
the appointment of a judicial manager;

(iii) the other Party ceases to carry on its business or
operations;

(iv) a bankruptcy or similar petition is filed by or against the
other Party, and in the case of an involuntary petition, the proceeding is not
dismissed within sixty (60) Days; or

(v) the other Party fails to meet the Performance Standards set
forth in Exhibit F; or

(vi) the other Party fails to perform any material obligation
under this Agreement, and such failure is not cured within thirty (30) Days of
notice thereof.

26. TERMINATION FOR CONVENIENCE

Either Party may terminate this Agreement or any Purchase Order after
expiration of the Initial Term without cause by giving at least [*] written
notice to the other Party. Upon expiration or termination of this Agreement
for any reason, Seller will take commercially reasonable steps to reduce its
liability to vendors. Seller and Buyer may propose specific actions to be
taken in
18
<PAGE>

this regard, and if they are unable to reach agreement after a reasonable time,
Buyer will pay Seller an amount equal to the liability for cancelled orders as
set forth in Exhibit D. If the Parties agree to have Seller seek to re-stock or
re-market any Unique Materials, Buyer will compensate Seller for its reasonable
costs, which shall include but not be limited to, cancellation or restocking
charges, costs of preparation and packaging of assemblies or Materials for
shipment to Buyer or any third party authorized by Buyer, and costs of
terminating any open Purchase Orders or contracts which had been authorized by
Buyer. Buyer will have no liability with respect to the payment for non-Unique
Materials.

27. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO DAMAGES TO THIRD PARTIES UNDER INDEMNIFICATION
OBLIGATIONS OR WITH RESPECT TO BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY,
NEGLIGENCE OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
INCLUDING WITHOUT LIMITATION LOST PROFITS IN CONNECTION WITH THE SUBJECT MATTER
OF THIS AGREEMENT OR ANY PURCHASE ORDER IRRESPECTIVE OF WHETHER SUCH PARTY HAD
ADVANCE NOTICE OR KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S
LIABILITY FOR INJURY TO A PERSON OR RELIEVE BUYER'S LIABILITY TO PAY SELLER WHEN
DUE THE PRICE FOR PRODUCTS DELIVERED.

28. FORCE MAJEURE

Neither Party shall be liable hereunder by reason of any failure or delay
in the performance of its obligations hereunder (except for the payment of
money) on account of strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, earthquakes, telecommunications outages, acts of God, war,
governmental action, or any other cause which is beyond the reasonable control
of such Party and could not have been avoided by the exercise of reasonable
prudence. In the event of the occurrence of any force majeure event, the
affected Party shall notify the other Party immediately in writing of its
invocation of this Section 28, and each Party's obligations hereunder (except
for the payment of money) to the other shall be suspended for the duration of
such force majeure event; provided, however, that the affected Party shall be
obligated to use its commercially reasonable efforts to restore performance
hereunder as soon as reasonably practicable, and provided, further, that if such
event continues for more than thirty (30) Days in the aggregate in any six (6)
month period, the non-affected Party shall have the right to terminate this
Agreement at any time upon written notice to the other Party. Seller's
performance under this Agreement in meeting delivery commitments shall be
excused until such time as Seller commences building and delivering Products or
initial SAP implementation is accepted by Seller, such acceptance not to be
unreasonably withheld, provided that, for the avoidance of doubt, such excuse
does not constitute a force majeure event.

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<PAGE>

29. NONASSIGNABILITY

Neither Party may, directly or indirectly, in whole or in part, whether by
operation of law or otherwise, assign or transfer this Agreement, or any rights
or obligations hereunder, without the other Party's prior written consent, and
any attempted assignment, transfer or delegation without such prior written
consent shall be voidable at the sole option of such other Party.
Notwithstanding the foregoing, each Party (or its permitted successive assignees
or transferees hereunder) may assign or transfer this Agreement as a whole
without consent to an entity that succeeds to all or substantially all of the
business or assets of such Party. Without limiting the foregoing, this Agreement
will be binding upon and inure to the benefit of the Parties and their permitted
successors and assigns.

Notwithstanding the foregoing, Seller shall have the right upon written
notice to Buyer to assign this Agreement to a wholly-owned (direct or indirect)
subsidiary of Seller's ultimate parent, such arrangement not to affect the
guarantee by Manufacturers' Services Limited of this Agreement.

Nothing herein shall prohibit Seller from granting in favor of its lenders
a security interest in any accounts receivable by Seller from Buyer under this
Agreement.

30. NOTICES

A. All notices, reports, requests, acceptances, and other communications
required or permitted under this Agreement shall be in writing and shall
reference this Agreement. They will be deemed delivered:

(i) When delivered in person, or

(ii) When sent by confirmed telex or acknowledged facsimile or
acknowledged e-mail except that the communications referred to in Sections 20E,
25, 26, 28, 29, or 32 may not be sent by e-mail, or

(iii) One Day after having been sent by commercial overnight
courier with written verification of receipt or,

(iv) Five Days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or upon actual
receipt thereof, whichever occurs first. An acknowledged e-mail communication
or fax shall be deemed to be a communication in writing. All communication will
be sent to the receiving Party as follows or to such address that the receiving
Party may designate pursuant to this Section.

If to Seller: Manufacturers' Services Salt Lake City Operations, Inc.
5742 West Harold Gatty Drive
Salt Lake City, Utah 84116
Attention: Vice President

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<PAGE>

with a copy to: Manufacturers' Services Limited
300 Baker Avenue
Concord, Massachusetts 01742
Attention: General Counsel
and to Rod Michael, VP of Corporate Accounts
[email protected]

If to Buyer: PALM COMPUTING, INC.
5400 Bayfront Plaza
Santa Clara, California 95052
Attention: Patrick McGivern, Senior Director, Supply
Chain Operations
[email protected]

With a copy to: PALM COMPUTING, INC.
5400 Bayfront Plaza,
Santa Clara, California 95052
Attention: General Counsel
Fax. No. (408) 326-6434

31. COMPLIANCE WITH LAWS

Seller agrees that its performance under this Agreement shall comply with
all applicable laws including without limitation laws governing its relationship
with its employees, agents or subcontractors. Buyer agrees that its performance
under this Agreement shall comply with all applicable laws including without
limitation laws governing its relationship with its employees, agents or
subcontractors.

32. PATENT, COPYRIGHT AND TRADEMARK INDEMNITY

A. Indemnity by Seller. Seller will, at its expense, defend, indemnify
-------------------
and hold Buyer, its Affiliates, officers and directors harmless from any costs,
expenses (including reasonable attorney's fees), losses, damages, court
judgments or awards or liabilities (collectively, "Damages") incurred as a
result of any claim that any Service or Product provided by Seller to Buyer
pursuant to this Agreement infringes or is alleged to infringe any patent,
copyright, trade secret, trademark, mask work right or other proprietary
right(s) of a third party, but solely to the extent such infringement or alleged
infringement arises out of or relates to a Seller Responsibility; provided that
Seller is promptly notified by Buyer, rendered reasonable assistance by Buyer
(at Seller's expense) and permitted to control the defense or settlement of such
claim. As used herein, "Seller Responsibility" means any respect of the
manufacture of the Products or performance of the Services that is not
specifically required in writing by Buyer in its specified designs, Materials,
processes or other instructions and with respect to which there is a
non-infringing alternative available to implement such requirements, or any
deviations from such requirements by Seller or its agents. For the avoidance of
doubt, a Seller Responsibility occurs with respect to any discretionary action
by Seller in the manner of implementing Buyer's requirements if a non-infringing
alternative exists. Without

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<PAGE>

limiting the foregoing, such indemnification shall not apply to infringing
combinations to the extent arising from the combination of the Product with
other items in which the combination was not performed by Seller or its agents
or from claims for infringement to the extent arising from changes to the
Products not made by Seller or its agents.

B. Indemnity by Buyer. Buyer will, at its expense, defend, indemnify and
------------------
hold Seller and its Affiliates, officers and directors harmless from Damages
incurred as a result of any claim that any Product or Service provided by Seller
to Buyer hereunder infringes or is alleged to infringe any patent, copyright,
trade secret, trademark, mask work right or other proprietary right(s) of a
third party, except to the extent that such infringement or alleged infringement
arises out of or relates to a Seller Responsibility, and except to the extent
Seller has indemnification coverage from the applicable supplier with respect to
any Buyer-Specified Materials Infringement Claim; provided that Buyer is
promptly notified by Seller, rendered reasonable assistance by Seller (at
Buyer's expense) and permitted to control the defense or settlement of such
claim. Such indemnification shall not apply to infringing combinations arising
from the combination of Buyer's requirements with other items that are not
Buyer's requirements.

C. Buyer-Specified Materials Infringement Claim. Seller will use
--------------------------------------------
reasonable commercial efforts to obtain indemnification protection covering
Seller (and Buyer if possible) from its suppliers of Buyer-Specified Materials
for any claim that the Buyer-Specified Materials provided by suppliers infringes
or is alleged to infringe any patent, copyright, trade secret, trademark, mask
work, or other proprietary right(s) of a third party (a "Buyer-Specified
Materials Infringement Claim"), and Seller will use reasonable commercial
efforts to pass through to Buyer any indemnification protection that is so
obtained. As used herein, "Buyer-Specified Materials" means any Materials that
are specifically required in writing by Buyer and with respect to which there is
no non-infringing alternative available to implement such requirement. Where
Seller has obtained indemnification protection from a supplier of Buyer-
Specified Materials and is unable to pass through such indemnification
protection to the Buyer and a Buyer-Specified Materials Infringement Claim is
made against Buyer, Seller agrees that it will indemnify Buyer for Buyer's
Damages incurred as a result of such Buyer-Specified Materials Infringement
Claim, but such indemnification by Seller shall be provided only to the extent
Seller is able to obtain indemnification from such supplier using reasonable
commercial efforts and after application of such indemnification amount against
Damages incurred by Seller in connection with such Buyer-Specified Materials
Infringement Claim. All reasonable costs of outside counsel pre-approved by
Buyer to enforce such indemnification protection from such supplier of
Materials, to the extent incurred in respect of Seller's indemnification of
Buyer under this Section 32C, shall be reimbursed by Buyer.

D. Additional Obligations. Should the use of any Product by Buyer or
----------------------
its customers be enjoined because of a Seller Responsibility, Seller shall (or
in the event Seller wishes to minimize its potential liability hereunder arising
from an infringement claim based on a Seller Responsibility, Seller may) either
(i) substitute a fully equivalent non-infringing unit of the Product for each
affected unit of the Product sold to Buyer; (ii) modify the infringing Product
so that it no longer infringes but remains functionally equivalent; (iii) obtain
for Buyer, at Seller's expense, the right to

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<PAGE>

continue to make, use and sell the Product; or if none of the foregoing is
feasible (iv) refund to Buyer the purchase price paid therefor and accept return
of the infringing Products.

33. CAPACITY PLANNING

A. Seller agrees to review forecasts provided by Buyer and advise Buyer
if Seller anticipates that it will be unable to achieve the requested volumes.
Buyer's volume forecasts will be provided to Seller according to Section 5.
Seller may from time to time request Buyer to review Buyer's forecast and advise
of any changes and Buyer will do so. Seller agrees to provide Buyer with either
1) confirmation of feasibility of the forecast received, or 2) notice of
specific feasibility issues with the forecast received within five (5) Days of
receiving said forecast.

B. If Buyer's rolling forecast exceeds Seller's available maximum
capacity for Buyer, Seller shall advise Buyer of the limitations in the capacity
and provide a response in writing as described in the Purchase Order and rolling
forecast articles.

34. GRATUITIES

Each Party represents and warrants that it has not offered or given and
will not offer or give any employee, agent, or representative of the other Party
any gratuity with a view toward securing any business from the other Party or
influencing such person with respect to the business between the Parties.

35. INSURANCE AND STATUTORY OBLIGATIONS

If either Party's work under this Agreement requires access to any of the
other Party's premises or the premises of the other Party's buyers, suppliers,
or locations where the other Party conducts business, or with material or
equipment furnished by the other Party, both Parties shall take all necessary
precautions to prevent the occurrence of any injury to persons or property
during the progress of such work and, except to the extent that such injury is
due to the other Party's negligence or willful misconduct, each Party shall
indemnify the other Party against all loss which may result in any way from any
negligence or willful misconduct of the Party, its employees, servants, agents,
or subcontractors, and each Party shall maintain such insurance as shall protect
the other Party from such risks and from any statutory liabilities arising
therefrom and shall provide evidence of such insurance to the other Party upon
request.

36. INSURANCE COVERAGE

A. Seller will provide evidence of product liability insurance in a form
reasonably acceptable to Buyer in the amounts of [*] per occurrence and [*]
aggregate per year, will maintain in effect such insurance for a period of [*]
after termination of such Agreement, and will provide Buyer with a certificate
of insurance.

B. Buyer will provide evidence of product liability insurance in a form
reasonably acceptable to Seller in the amounts of [*] per occurrence and [*]
aggregate per year,

23
<PAGE>

and will maintain in effect such insurance for a period of [*] after
termination of such Agreement and will provide Seller with a certificate of
insurance.

37. CONFIDENTIAL INFORMATION

A. "Confidential Information" means any information: (i) disclosed by one
------------------------
Party (the "Disclosing Party") to the other (the "Receiving Party"), which, if
in written, graphic, machine-readable or other tangible form is marked as
"Confidential" or "Proprietary," or which, if disclosed orally or by
demonstration, is identified at the time of initial disclosure as confidential
and is summarized in writing and similarly marked and delivered to the Receiving
Party within thirty (30) Days of initial disclosure; (ii) which at the time it
is disclosed is or should reasonably be known by the Receiving Party to be
proprietary or confidential information of the Disclosing Party, or (iii) which
is otherwise deemed to be "Confidential Information" by the terms of this
Agreement. Notwithstanding the foregoing, Buyer's Confidential Information
shall include without limitation all Specifications of the Product. As used in
this Section 37A, the terms "Receiving Party" and "Disclosing Party" may be
understood to include, as appropriate under the circumstances, 3Com or its
subsidiaries or Palm or its subsidiaries, as applicable, and MSL or the MSL
Affiliates.

B. Confidential Information Exclusions. Confidential Information will
-----------------------------------
exclude information that the Receiving Party can demonstrate is: (i) now or
hereafter, through no unauthorized act or failure to act on Receiving Party's
part, in the public domain; (ii) known to the Receiving Party from a source
other than the Disclosing Party (including former employees of the Disclosing
Party) without an obligation of confidentiality at the time Receiving Party
receives the same from the Disclosing Party, as evidenced by written records;
(iii) hereafter furnished to the Receiving Party by a third party as a matter of
right and without restriction on disclosure; (iv) furnished to others by the
Disclosing Party without restriction on disclosure; or (v) independently
developed by the Receiving Party without use of the Disclosing Party's
Confidential Information. Nothing in this Agreement shall prevent the Receiving
Party from disclosing Confidential Information to the extent the Receiving Party
is legally compelled to do so by any governmental investigative or judicial
agency pursuant to proceedings over which such agency has jurisdiction;
provided, however, that prior to any such disclosure, the Receiving Party shall
(a) assert the confidential nature of the Confidential Information to the
agency; (b) immediately notify the Disclosing Party in writing of the agency's
order or request to disclose; and (c) cooperate fully with the Disclosing Party
in protecting against any such disclosure and/or obtaining a protective order
narrowing the scope of the compelled disclosure and protecting its
confidentiality.

C. Confidentiality Obligation. The Receiving Party shall treat as
--------------------------
confidential all of the Disclosing Party's Confidential Information and shall
not use such Confidential Information except as expressly permitted under this
Agreement. Without limiting the foregoing, the Receiving Party shall use the
same degree of care and means that it utilizes to protect its own information of
a similar nature, but in any event not less than reasonable care and means, to
prevent the unauthorized use or the disclosure of such Confidential Information
to third parties. The Confidential Information may be disclosed only to
employees or contractors of the Receiving Party with a "need to know" who are
instructed and agree not to disclose the Confidential Information and not to use
the Confidential

24
<PAGE>

Information for any purpose, except as set forth herein; provided, however, in
the case of Buyer, the term "employees or contractors of a Receiving Party"
shall include employees and contractors of Buyer and its Authorized Agents (but
with respect to Authorized Agents who are not Affiliates disclosure shall be
limited to the extent necessary to enable such Authorized Agents to purchase
under this Agreement). The Receiving Party shall have appropriate written
agreements with any such employees or contractors sufficient to comply with the
provisions of this Agreement. A Receiving Party may not alter, decompile,
disassemble, reverse engineer, or otherwise modify any Confidential Information
received hereunder and the mingling of the Confidential Information with
information of the Receiving Party shall not affect the confidential nature or
ownership of the same as stated hereunder.

D. Confidentiality of Agreement. Each Party agrees that the terms and
----------------------------
conditions, but not the existence, of this Agreement will be treated as the
other Party's Confidential Information and that no reference to the terms and
conditions of this Agreement or to activities pertaining thereto may be made in
any form of press release or public statement without first consulting with the
other Party; provided, however, that each Party may disclose the terms and
-------- -------
conditions of this Agreement: (i) as may be required by law; (ii) to legal
counsel of the Parties; (iii) in connection with the requirements of an initial
public offering or securities filing; (iv) in confidence, to accountants, banks,
and financing sources and their advisors; (v) in confidence, in connection with
the enforcement of this Agreement or rights under this Agreement; or (vii) in
confidence, in connection with a merger or acquisition or proposed merger or
acquisition, or the like.

E. No Confidential Information of Other Parties. Each Party represents
--------------------------------------------
and warrants to the other that it has not used and shall not use in the course
of its performance hereunder, and shall not disclose to the other, any
confidential information of any third party, unless it is expressly authorized
in writing by such third party to do so.

F. Required Disclosure. In the event the Receiving Party is required to
-------------------
disclose the Disclosing Party's Confidential Information pursuant to the order
or requirement of a court, administrative agency, or other governmental body,
the Receiving Party shall provide prompt notice thereof to the Disclosing Party
and shall use its reasonable efforts to obtain a protective order or otherwise
prevent public disclosure of such information.

38. PUBLIC ANNOUNCEMENTS.

Seller and Buyer agree to consult with each other before issuing any press
release or making any public statement with respect to this Agreement prior to
the Closing Date (as such term is defined in the Asset Purchase Agreement) and,
except as may be required by applicable law will not issue any such press
release or make any such public statement prior to such consultation. Seller
and Buyer agree that the initial press release to be jointly issued by the
Parties with respect to the transactions contemplated by this Agreement shall be
in the form heretofore agreed.

25
<PAGE>

39. COUNTRY OF ORIGIN

For each Product purchased under this Agreement, Seller shall furnish Buyer
with country of origin (manufacture), by quantity and part number (Buyer's and
Seller's).

40. PROPERTY FURNISHED BY BUYER

Any tools, drawings, specifications, or other Materials furnished by Buyer
for use by Seller in its performance under this Agreement or any Purchase Order
issued hereunder shall be identified and shall remain the property of Buyer and
shall be used by Seller only in its performance hereunder and Seller shall, at
Buyer's expense, take such action as Buyer may reasonably request to give full
legal effect to Buyer's rights therein. Such property shall be returned to
Buyer at Buyer's cost, upon request, to destination specified by Buyer in good
condition, except for normal wear and tear. Buyer shall maintain, or pay to
maintain, any Buyer-owned property in use by Seller.

41. GENERAL

A. Any obligations and duties which, by their nature, extend beyond the
expiration or earlier termination of this Agreement, including Sections 18, 20,
24, 26, 27, 30, 32, 36, 37, 40, and 41 (collectively, the "Surviving
Obligations") shall survive any such expiration or termination and remain in
effect. Termination shall not relieve any Party from its liability for breach.

B. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, such provision shall be enforced to the
fullest extent permitted by applicable law and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. Any waiver of any kind by a Party of a breach of this
Agreement must be in writing, shall be effective only to the extent set forth in
such writing and shall not operate or be construed as a waiver of any subsequent
breach. Any delay or omission in exercising any right, power or remedy pursuant
to a breach or default by a Party shall not impair any right, power or remedy
which either Party may have with respect to a future breach or default.

C. To the extent the laws of the United States are applicable, Seller
hereby gives assurance to Buyer that it shall not export, re-export or otherwise
disclose, directly or indirectly, technical data received from Buyer or the
direct product of such technical data to any person or destination when such
export, re-export or disclosure is prohibited by the laws of the United States
or regulations of a Department of the United States . This Agreement is
considered to be Buyer and Seller Confidential Information.

D. The entire agreement between the Parties is incorporated in this
Agreement and Exhibits, and it supersedes all prior discussions and agreements,
both oral and written, between the Parties relating to the subject matter
hereof. This Agreement can be modified only by a written amendment duly signed
by persons authorized to sign agreements on behalf of both Parties, and shall
not be supplemented or modified by any course of dealing or trade usage.
Variance from or addition to the terms and conditions of this Agreement in any
Purchase Order, or other written notification from Seller will be of no effect.
This Agreement may be signed in any number of counterparts, each of

26
<PAGE>

which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective
when each party hereto shall have received a counterpart hereof signed by the
other party hereto.

E. Exhibits specified in this Agreement shall be attached hereto and by
this reference are made a part hereof. The following is a list of exhibits so
incorporated:

Exhibit A: Products and Pricing and No Defect Found Charge
Exhibit B: Specifications and IPC 610B Class 2
Exhibit C: Buyer's Pack-Out and Packaging Specifications
Exhibit D: Flexibility Parameters
Exhibit E: Buyer's Affiliates and Authorized Agents
Exhibit F: Performance Standards
Exhibit G: Build Request Process Flow
Exhibit H: Long Leadtime Authorization Form
Exhibit I: Environmental Warranties
Exhibit J: Statement of Work

F. The construction, validity, and performance of this Agreement and any
Purchase Order issued under it shall be governed by the laws of the State of New
York. The United Nations Convention on Contracts for the International Sale of
Goods is hereby expressly excluded from application to this Agreement.

G. Each of the Parties agrees that all actions, suits or proceedings
arising out of or based upon this Agreement or the subject matter hereof shall
be brought and maintained exclusively in the state or federal courts located in
the State of New York . Each of the parties by execution hereof (i) hereby
irrevocably submits to the jurisdiction of the state and federal courts located
in the Borough of Manhattan, City of New York, State of New York for the purpose
of any action, suit or proceeding arising out of or based upon this Agreement or
the subject matter hereof and (ii) hereby waives to the extent not prohibited by
applicable law, and agrees not to assert, by way of motion, as a defense or
otherwise, in any such action, suit or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named court, that it is
immune from extraterritorial injunctive relief, that his or its property is
exempt or immune from attachment or execution, that any such action, suit or
proceeding may not be brought or maintained in the above-named court should be
dismissed on the grounds of forum non conveniens, should be transferred to any
court other than the above-named court, should be stayed by virtue of the
pendency of any other action, suit or proceeding in any court other than the
above-named court, or that this Agreement or the subject matter hereof may not
be enforced in or by the above-named court. Each of the parties hereto hereby
consents to service of process in any such suit, action or proceeding in any
manner permitted by the laws of the State of New York, agrees that service of
process by registered or certified mail, return receipt requested, at the
address specified in or pursuant to Section 30 hereof is reasonably calculated
to give actual notice and waives and agrees not to assert by way of motion, as a
defense or otherwise, in any such action, suit or proceeding any claim that
service of process made in accordance with Section 30 hereof does not constitute
good and sufficient service of process. The

27
<PAGE>

provisions of this Section 41G shall not restrict the ability of any party to
enforce in any court any judgment obtained in the state or federal courts
located in the State of New York. [*]

H. Buyer and Seller agree to conduct joint quarterly business reviews with
Senior Management of both Parties for the purpose of reviewing the ongoing
operational performance of Buyer and Seller as it relates to this Agreement,
discuss anticipated business conditions, corrective and preventive action plans
as necessary and appropriate respective strategic business decisions.

28
<PAGE>

IN WITNESS, the authorized representatives of the Parties have executed this
Agreement.

For the Buyer: For the Seller:

/s/ Manufacturers' Services
/s/ Palm Computing, Inc. Salt Lake City Operations, Inc.
- --------------------------------- --------------------------------------
Signature Signature

Name:____________________________ Name:________________________________

Title:___________________________ Title:_______________________________

11/27/99 11/27/99
- --------------------------------- --------------------------------------
Date Date:

MSL hereby joins this Agreement for the purposes set forth in this
paragraph. MSL hereby guarantees to Buyer the performance by Seller of the
obligations of Seller under this Agreement, and, in the event of default by the
Seller of any such obligations, MSL agrees to perform all such obligations as if
MSL were Seller under this Agreement (subject to any limitations which would
apply if MSL were Seller under this Agreement), and to indemnify and hold
harmless Buyer from any loss, costs or damages arising out of any failure of the
Seller to perform any such obligations (subject to any limitations which would
apply if MSL were Seller under this Agreement).

MSL hereby expressly waives (a) diligence, presentment, demand for payment,
acceptance or protest under this Agreement; (b) discharge due to the disability
of Seller with respect to its obligations under this Agreement; (c) any
requirement that Buyer exhaust any right, power or remedy or proceed against
Seller or any other person that may be liable for any obligations of Seller
hereunder and (d) notice of acceptance of its obligations under this Agreement
and notice of non-performance by Seller. MSL specifically agrees that it shall
not be necessary or required, and MSL shall not be entitled to require, that
Buyer (i) file suit or proceed to assert any claim for personal judgement
against Seller in respect of any obligations hereunder; (ii) make any effort at
collection, enforcement or recovery of all or any part of any obligations
hereunder from Seller; or (iii) exercise or assert any other right or remedy to
which Buyer is or may be entitled in connection with any such obligations
hereunder. Following the Effective Date, Seller and Buyer may amend or modify
this Agreement, or settle or comprise any claim hereunder or thereunder, without
consent of or notice to MSL. MSL assumes all responsibility for keeping
apprised of the financial condition of Seller and its performance under this
Agreement. To the extent any of the following are deemed applicable, MSL
expressly waives, to the extent permitted by law, the benefit of California
Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and
1432. MSL further agrees to be bound by Section 41G in connection with disputes
arising under this Agreement. MSL hereby represents and warrants to Buyer that
it has all requisite power and authority to join this Agreement for the limited
purposes stated in this paragraph and perform its obligations pursuant to this
Agreement. MSL's

29
<PAGE>

obligations hereunder shall survive any termination of this Agreement with
respect to the Surviving Obligations and any liability of Seller arising out of
the terminated Agreement.

For MSL:

/s/ MSL
- ----------------------------------
Signature

Name:_____________________________

Title:____________________________

11/27/99
- ----------------------------------
Date

30
<PAGE>

EXHIBIT A
---------

PRODUCTS AND PRICING AND NO DEFECT FOUND CHARGE

PRICING

Prior to the end of each [*], or as mutually agreed by both parties, the Parties
will conduct a review of the unit price of the Bill of Material (BOM) for each
Product manufactured hereunder. Any price reductions in the unit price of the
Product's BOM that Buyer controls that is in excess of what Buyer would have
otherwise attained that results from Seller's negotiations of Materials cost or
design or other improvements originated by Seller shall be shared [*] with Buyer
[*] and then pass fully to Buyer. [*] associated with [*] will be [*] prior to
the calculation of the percentage savings split [*] between the Parties. Any
price reductions in the Product's BOM that Buyer controls that are a result of
normal takedown rates in the market or are initiated by Buyer shall pass fully
to Buyer. During such meetings the Parties will, in addition to reviewing the
previous [*] takedowns, also review projections for the next [*].

Pricing will be done at a SKU or Product level.

Prices for Products will be set at the end of each [*] for the subsequent
[*] and will be established based on the following approach:

Buyer Controlled Materials - Prices for Buyer Controlled Materials will be
provided by Buyer, and should be based on [*] over the [*]. If it is expected
that [*] will [*] then a [*] will be used. In any event, any [*] on Buyer
Controlled Materials [*] will be [*] subject to [*] at a Materials level.

Seller Controlled Materials - Prices for Seller Controlled Materials will
be established by applying the [*] in Table A-2 to the [*] for these Materials.
The [*] for these Materials are the [*] for such Materials.

Value Add - Prices for the [*] following the Closing ("[*]") are shown in
Table A-1. Prices for the [*] through the [*] will be established by applying
the [*] in Table A-1 to the [*] prices.

[*] in Table A-1 are [*].

Pack-Out - Pack-out prices for those Products manufactured elsewhere (i.e.,
not by Seller) and packed-out by Seller under this Agreement are shown
separately in Table A-3.

A-1
<PAGE>

SKU Price = [*].

For Products not produced in [*] but produced in a [*], the
pricing on Seller Controlled Materials and Value Add will be computed as
though the Product were produced and priced in each [*] schedule in Table A-1.
[*] on the Seller Controlled Materials may be [*] prior to the start of the
[*].

Pricing on new Products:

Prices on new Products will be established as follows:

Buyer Controlled Materials - provided by [*].

Seller Controlled Materials - to be priced [*]. [*] to be negotiated.

Value Add - [*].

The required [*] shown in Table A-1 will then [*].

From time to time, [*] may be put in to [*]. The Value Add price per unit
[*].

If the Product is deemed by both Parties to be unlike any other in the SLC
factory then the pricing will be determined on [*] compared to the [*] in the
factory (such times to be mutually agreed), unless otherwise mutually agreed
by both parties.

Example,

Product A produced in SLC facility
-- [*]
-- Value Add per unit [*]

New Product
-- [*]
-- Value Add per unit = [*]

A-2
<PAGE>

This approach applies if the Product is [*].

SKU Price = [*].

[*]

Required [*] for the Initial Term of the Agreement are set forth in Table
A-1 (provided that such required [*] shall be subject to [*]. For the
avoidance of doubt, it shall not be [*].

A-3
<PAGE>

[*]

A-4

<PAGE>

[*]

A-5
<PAGE>

Definitions: . "Buyer Controlled" Materials under this Exhibit A shall mean
those Materials in the BOM [*].

. "Seller Controlled" Materials under this Exhibit A shall mean
those Materials in the BOM [*].

. Value Add - Encompasses [*].

. Packout Price - [*] in accordance with this Agreement.

. Materials Prices are driven off [*].

[*] Threshold Level
-------------------

Within any given [*] if Buyer's [*] set forth below, then [*]. The
exception to this [*] is if the [*] were due to [*].

[*]

PALM VIEWER PRODUCTS MANUFACTURING AND PACK-OUT
-----------------------------------------------

Product
-------
Palm V [*]

A-6
<PAGE>

---------------------------------------------------------------------------
Palm Vx [*]
---------------------------------------------------------------------------
Palm IIIx [*]
---------------------------------------------------------------------------
Palm IIIc [*]
---------------------------------------------------------------------------

Co-Pilot Modem

______________________

PALM PRODUCTS - PACK-OUT ONLY
-----------------------------

Product
-------
---------------------------------------------------------------------------

Palm IIIe [*]
__________

Blade Modem
-----------

A-7
<PAGE>

EXHIBIT B
---------

SPECIFICATION AND IPC610B CLASS 2

Specifications shall be the existing specifications for the Products in use
at the Salt Lake City facility, or as otherwise mutually agreed. Upon request
from either Party, the Parties will mutually agree on additional documentation
of such Specification.

B-1
<PAGE>

EXHIBIT C
---------

BUYER'S PACK-OUT AND PACKAGING SPECIFICATIONS

C-1
<PAGE>

EXHIBIT D
---------

FLEXIBILITY PARAMETERS

Cancellation and Change Schedule:
- ---------------------------------
A. Cancellations:

Buyer may cancel Purchase orders at any time with the following liability:
[*].

Excess and Obsolete Materials are subject to the charges as described in
Sections 7 and 8.

B. Outward Reschedules:

<TABLE>
<CAPTION>
Days before scheduled Delivery Date Allowable percentage of Reschedules
-------------------------------------- ---------------------------------------
<S> <C>
[*] [*]
</TABLE>

Flexibility Reschedules: Buyer and Seller will mutually determine the
amount of Materials to be held in inventory to provide flexibility. Seller will
drive initiatives to create Product and component flexibility through innovative
Demand Pull signals that trigger demand to build product based upon Seller sales
order activity. This demand signal will be used as a pull signal throughout the
Seller's manufacturing process. The SMT line should be triggered to build upon
demand and trigger pulling raw components into the factory from a VMI model.

<TABLE>
<CAPTION>
Days before
scheduled delivery
date Committed flexibility
- ---------------------- -----------------------------------------------------------------------
<S> <C>
Zero (0) to seven (7) [*], Seller will [*].

Greater than seven (7) [*] of the available Materials stock.
</TABLE>

Buyer and Seller will review all options available and any premiums
required to provide Buyer both expedited replenishment and maximum upward
flexibility.

D-1
<PAGE>

EXHIBIT E
---------

BUYER'S AFFILIATES AND AUTHORIZED AGENTS

Affiliates: None
- ----------

Authorized Agents: None
- ------------------

E-1
<PAGE>

EXHIBIT F

PERFORMANCE STANDARDS

Performance Standards for the [*] following the Effective Date shall be the
existing performance standards for the Products in use at the Salt Lake City
facility, or as otherwise mutually agreed. Upon request from either Party, the
Parties will mutually agree on additional documentation of such Performance
Standards. Performance Standards for [*] shall be mutually agreed by the Parties
prior to the commencement of the [*] following the Effective Date and shall
include such existing performance standards at a minimum, which standards shall
be developed to phase-in the performance expectations of Buyer's internal or
external manufacturing facilities, if applicable to the manufacturing of the
Products.

F-1
<PAGE>

EXHIBIT G
---------

BUILD REQUEST PROCESS FLOWCHART

Build Request Process Flow

[*]

G-1
<PAGE>

EXHIBIT H
---------

LONG LEADTIME AUTHORIZATION FORM

The following is a sample of the long leadtime authorization form to be
completed by Seller and submitted to Buyer for approval in accordance with
Section 4J. The parties may amend this form upon mutual agreement.

In accordance with Section 4J of the Supply Agreement dated as of November
27, 1999, between Seller and Buyer, Seller requests authorization from Buyer to
order Materials beyond the quoted leadtime plus 10 day period based on unique
circumstances for the following devices.

Affected Buyer division:
Buyer Part Number:
Description of material:
Affected assemblies:
Name of supplier(s) of material:
Reason/justification for requested authorization:
New order leadtime period requested:
Duration of this long leadtime authorization:

Seller

By:_____________________________

Print Name:_____________________

Title:__________________________

Date:___________________________

Approved:

________________________________
Buyer

By:_____________________________

Print Name:_____________________

Title:__________________________

Date:___________________________

H-1
<PAGE>

EXHIBIT I
---------

ENVIRONMENTAL WARRANTIES

To the extent the Products manufactured at the Salt Lake City facility
are compliant with the following as of the Effective Date and with respect to
any changes made by Seller after the Effective Date, Seller represents and
warrants to Buyer that upon and after the Effective Date of this Agreement:

(i) Seller will not provide any Product to Buyer which has come into
physical contact with: (i) a Class I substance, as defined in Article 611 of the
Federal Clean Air Act (the "Act"), during any portion of the manufacturing
process; or (ii) a Class II substance, as defined in the Act and Title 40, Code
of Federal Regulations, Article 82 (the "Code"), during any portion of the
manufacturing process, where there has been a determination by the U.S.
Environmental Protection Agency that there is a substitute product or
manufacturing process for such product which does not rely on the use of such
Class II substance, that reduces overall risk to human health and the
environment, and that is currently or potentially available, in accordance with
the Code.

(ii) Buyer shall not be subjected to any warning or labeling
requirements regarding a Class I substance or a Class II substance pursuant to
the Act or any regulation promulgated under the Act, as a result of any Product
provided by Seller to Buyer under this Agreement. Seller shall comply with
applicable environmental regulations involving recyclable packaging to the
extent such packaging is not specified by Buyer.

(iii) The Products will not contain or be manufactured using ozone
depleting substances including without limitation chloroflourocarbons, halons,
methylchloroforms and carbon tetrachlorides.

In the event that the Salt Lake City facility is not compliant with
any of the foregoing as of the Effective Date, the Parties will work to develop
and implement a plan to achieve compliance on a going-forward basis.

I-1
<PAGE>

EXHIBIT J
---------

STATEMENT OF WORK

PROTOTYPING SERVICES:

Qty: [*] notice, [*]

Pricing is exclusive of Materials and tooling.

Buyer expects some ongoing small runs of builds (typically [*] units) for
component qualification purposes (using production boards). Buyer expects to
give [*] notice, have turnaround time of [*] and pay [*] premium on top of
normal information cost. [*] turn requests for the same purposes will be paid at
[*] premium on top of normal information cost.

J-1