CIDCO INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>f76556ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                   TERM SHEET

                             EARTHLINK LOAN TO CIDCO


<TABLE>
<CAPTION>
<S>                   <C>
Lender:               EarthLink, Inc.

Borrower:             Cidco, Incorporated

Amount:               Up to $5,000,000 aggregate total, but ELNK not required to
                      make any particular advance--advances in ELNK discretion
                      based on Cidco need.

Interest Rate:        Bank of America Prime plus 1%--Prime plus 3% while in
                      default.

Final Maturity Date:  90th day following termination (prior to closing) of ELNK
                      acquisition transaction on first $1.8 million loaned;
                      amounts in excess of $1.8 million - monthly payments,
                      commencing on the 90th day following the termination date,
                      equal to 25% of gross revenues attributable to customers
                      generated in the fourth quarter of 2001 and first quarter
                      of 2002. Payment in full due on the second anniversary of
                      the termination. Upon a Cidco financing, all amounts
                      outstanding, including interest, shall become due and
                      payable.

Security:             Real estate (estimated present fair market value $1.8
                      million); tangible assets; customer accounts and related
                      revenues; "CIDCO" domain.

Installment Advances: Loans to be made on periodic basis advances of loan
                      amounts, with amounts and dates in ELNK's discretion.

Advance Request:      Cidco to request each advance/loan, with detail on amount
                      requested, date needed, specific use of the funds, etc.

Use of Proceeds:      For working capital only, and otherwise as specifically
                      disclosed to and approved in advance by ELNK.

Early Repayment:      Allowed with no penalty.

Documentation:        Advance Agreement; Promissory Note; Security Agreement;
                      Mortgage; UCC-1 Financing Statement.

Conditions Precedent: Confirmation of no conflicts with existing loan or other
                      arrangements (such as the Comerica Bank-California loan
                      agreement, which we will need to review), satisfactory
                      documentation.

Information/Access:   During loan period, ELNK to have full access to books,
                      records and officers to examine and confirm proper use of
                      proceeds, compliance with Advance Agreement, etc.
</TABLE>


                                * * * * * * * * *


<PAGE>

                                                                [Execution Copy]


                                ADVANCE AGREEMENT

      THIS ADVANCE AGREEMENT is dated as of October 17, 2001 (this "Agreement"),
by and between CIDCO, INCORPORATED, a Delaware corporation ("Company"), and
EARTHLINK, INC., a Delaware corporation ("Lender").

                              Preliminary Statement

      A.    The Company is currently in the process of being acquired by the
Lender (the "Acquisition") pursuant to the Agreement and Plan of Merger by and
among the Company, the Lender and a subsidiary of Lender (the "Acquisition
Agreement");

      B.    The Company and Lender each desire to establish certain arrangements
for Lender to make loans of funds to the Company during the pendancy of the
Acquisition.

      Accordingly, in consideration of the premises, the mutual promises
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Company and Lender agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

      All capitalized terms not otherwise defined herein shall have the meanings
for such terms in the Acquisition Agreement.

      1.01. Definitions. As used in this Agreement, the following terms have the
respective meanings indicated below (such meanings to be applicable equally to
both the singular and plural forms of such terms):

      "Acquisition Agreement" has the meaning set forth in the preambles hereto.

      "Advance" means each loan advance by Lender to the Company, which shall
constitute a loan to and indebtedness of the Company to Lender pursuant to
Section 2.01(a) hereof.

      "Advance Debt" means the total amount of loan obligations loaned to the
Company and to be repaid by the Company to Lender as set forth herein.

      "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with another Person.

      "Business Day" means a day of the year on which Lender is open for
business in Atlanta, Georgia.

      "Contingent Liability" means, as to any Person, any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Debt or obligation of another in any manner, whether directly
or indirectly, including without limitation any obligation of such Person,
direct or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or any security for the payment of thereof,
(b) to purchase property or services for the purpose of assuring the owner of
such Debt of its payment, or (c) to maintain the solvency, working capital,
equity, cash flow, fixed charge or other coverage ratio, or any other financial
condition of the primary obligor so



                                       1
<PAGE>

as to enable the primary obligor to pay any Debt or to comply with any agreement
relating to any Debt or obligation.

      "Debt" means all obligations, contingent or otherwise, which in accordance
with GAAP should be classified on the balance sheet as liabilities, and in any
event including capital leases, Contingent Liabilities that are required to be
disclosed and quantified in notes to financial statements in accordance with
GAAP, and liabilities secured by any lien on any Property, regardless of whether
such secured liability is with or without recourse.

      "Deed of Trust" means that certain deed of trust given by the Company in
favor of the Lender to secure the indebtedness arising hereunder.

      "Default" means any event specified in Section 5.01 hereof, whether or not
any requirement for the giving of notice or lapse of time has yet been
satisfied.

      "Distribution" means any declaration or payment of a distribution,
interest or dividend on any equity interest; any distribution or advance to a
shareholder or other equity holder; or any purchase, redemption, or other
acquisition or retirement for value of any equity interest.

      "Effective Date" means the later of (i) the date of this Agreement and
(ii) the first date on which all applicable conditions set forth in Article III
have been fulfilled.

      "Event of Default" means any of the events specified in Section 5.01 of
this Agreement, provided any requirement for the giving of notice or lapse of
time has been satisfied.

      "Financing" means the closing by the Company of a sale of securities or a
debt financing transaction where the Company or any of its subsidiaries receives
any monetary benefit except for transactions involving the issuance of Company
stock upon the exercise of stock options granted under the Company stock option
plan(s) in effect as of the date hereof.

      "GAAP" means generally accepted accounting principles applied on a
consistent basis.

      "Governmental Body" means any arbitrator, governmental official, or state,
commonwealth, federal, foreign, territorial, or other court or governmental
body, including any subdivision, agency, department, commission, board, bureau
or instrumentality.

      "Interest Rate" means a fluctuating interest rate per annum equal to the
Prime Rate.

      "Law" means any law, statute, rule, regulation, order or decree of any
Governmental Body.

      "Litigation" means any proceeding, claim or investigation conducted or
threatened by or before any Governmental Body.

      "Loan Documents" means this Agreement, the promissory note, the Mortgage
and the Security Agreement and all certificates, instruments and agreements
delivered by any Person in connection with the foregoing.

      "Material Adverse Change" means a material and adverse change in Company's
financial condition, Properties, business or affairs.

      "Maturity Date" means the earlier of: (i) the date the Acquisition
Agreement is terminated (prior to consummation) by any party and for any reason,
and (ii) the date the Merger is consummated.



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<PAGE>

      "Person" means an individual, partnership, joint venture, corporation,
limited liability Company, trust, Governmental Body or unincorporated
organization.

      "Prime Rate" means the prime rate announced by Bank of America at its
office in Atlanta and in effect on the last business day of a calendar month,
effective for the next month.

      "Rights" means rights, remedies, powers and privileges.

      "Solvent" means, with respect to any Person, that on such date (a) the
fair value of the Property of such Person is greater than the total amount of
liabilities (including Contingent Liabilities) of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's Property would constitute an unreasonably
small capital.

      "Security Agreement" means that certain security agreement of even date
herewith securing the indebtedness arising hereunder.

      "Subsidiary" means, as to any Person, any corporation or Company at least
50% of whose securities having ordinary voting power (other than securities
having such power only by reason of happening of a contingency) are owned by
such Person, or one or more Subsidiaries of that Person, or a combination
thereof.

      "Taxes" means all taxes, assessments, fees or other charges imposed by any
Law or Governmental Body.

                                   ARTICLE II

                            LOAN ADVANCES; PROCEDURES

      2.01. Advances; Loan Obligations.

      (a)   Subject to the terms and conditions set forth therein, after the
date hereof and prior to the Maturity Date, Lender may make loans to the Company
up to an aggregate maximum of Five Million Dollars ($5,000,000) (the "Advance
Debt"). Once repaid, no portion of any Advance may be reborrowed.

      (b)   The Lender may, but is not obligated to, make any Advances
whatsoever to the Company under this Agreement or otherwise, but the Lender may
in its sole discretion make Advances to the Company upon proper request and
pursuant to the terms of this Agreement.

      (c)   To evidence the indebtedness of the Company to Lender hereunder, the
Company shall execute and deliver to Lender one or more promissory notes (such
notes, as amended, modified, supplemented, extended or replaced, a "Note"),
provided, that execution of a Note is not a requirement for the existence of any
such indebtedness, and all indebtedness incurred by the Company hereunder shall
exist independently of any such Note. The Lender will maintain records
reflecting the Company's outstanding indebtedness hereunder, which shall be the
official records of all indebtedness hereunder. Failure to make notation of any
Advance, however, will not affect the obligations of Company. Entries in such
records will be conclusive, absent manifest error. Lender may send the Company
schedules from time to time listing the amount of each Advance. If the Company
does not agree with a schedule, it must immediately notify Lender in writing of
the objections. Company's failure to notify Lender of an



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<PAGE>

objection within 15 calendar days of receipt of a schedule shall constitute an
acceptance of the schedule as to the financial obligations therein.

      2.02  Security Interest. The Lender shall have and be entitled to a first
priority security in the assets of the Company to the extent of the total amount
of Advance Debt (the "Security Interest"). Such Security Interest may be
evidenced by a separate security agreement and by one or more financing
statements to be filed in the appropriate jurisdictions. The Company and its
representatives shall cooperate and communicate in good faith to assist the
Lender in making all filings and all other actions necessary to implement the
Lender's Security Interest, provided, that the Security Interest shall exist
irrespective of any such filings or security agreement.

      2.03. Interest on Advances. The Advance Debt loaned to the Company
hereunder shall bear interest at a per annum rate equal to the Interest Rate
plus 1.0% per annum. All accrued interest on the Advances is due and payable in
full on the Maturity Date or as otherwise provided for in Section 2.05. During
the existence of any Default, amounts owing hereunder shall bear interest at the
Interest Rate plus 3.0% per annum from the date of the occurrence of the Default
until such Default has been cured or waived.

      2.04. Repayment of Advance Debt.

      (a)   Termination of Acquisition. If the Acquisition Agreement is
terminated prior to consummation of the Acquisition for any reason, $1.8 million
of the amount loaned by the Lender to the Company (or the full amount loaned if
less than $1.8 million) together with interest accrued and unpaid on such amount
shall be immediately due and payable on the ninetieth (90th) day following such
termination date. All amounts loaned in excess of $1.8 million (if any),
together with interest accrued and unpaid on such amount, shall be paid in
monthly installments, commencing on the ninetieth (90th) day following such
termination date, in amounts equal to 25% of Company gross revenues in the
previous month generated by and otherwise attributable to those Company
customers who became Company customers during the fourth quarter of 2001 and the
first quarter of 2002, with the balance of such amount, if any, being due and
payable on the second anniversary of the termination of the Acquisition
Agreement.

      (b)   Financing. Upon any Financing, all amounts loaned by the Lender to
the Company, together with accrued and unpaid interest on such amounts, shall
become immediately due and payable.

      2.05. Voluntary Prepayments. The Company may, from time to time prior to
the Maturity Date, prepay any amount of the Advance Debt to Lender, in whole or
in part, upon one Business Day prior written notice to Lender. Each prepayment
shall be accompanied by all interest accrued on the principal amount being
prepaid.

      2.06. Computations and Manner of Payments. Interest on the total aggregate
Advance Debt will be calculated on a simple interest basis for a year of 360
days, based on actual days elapsed. If any payment is due on a date that is not
a Business Day, the due date will be extended to the next Business Day. Lender
may, at any time and without notice to Company, apply monies received in payment
of Company's obligations in such order of application as Lender shall determine.
All payments shall be made in United States dollars and without set-off,
counterclaim or other defense.

      2.07. Advance Procedures; Determination.

      (a)   For each Advance to the Company, the Company shall make a written
request for such Advance to the Company (each, and "Advance Request"), which
request shall detail the requested amount of the Advance, the date requested,
the specific use of the Advance funds, confirming Continued Compliance (as set
forth below), and other pertinent information (the "Advance Terms"). The Lender



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<PAGE>

may request and receive other information from the Company in order to make its
determination on each such Advance. All Advances shall be made on the Advance
Terms as determined by the Lender in its sole discretion after good faith
discussions with the Company.

      (b)   For each Advance, the Advance shall be made pursuant to the terms
hereof and the specific Advance Terms.

      (c)   With each Advance Request, the Company shall confirm in writing,
signed by the Chief Executive Officer of the Company, certifying that (i) no
Default or Event of Default exists under this Agreement, (ii) the
representations and warranties set forth herein and in the Acquisition Agreement
are true and correct as of the date thereof, and (iii) Company has complied and
is in compliance with all covenants, agreements and conditions to be complied
with by it under the Acquisition Agreement, this Agreement and all other Loan
Documents as of such date ("Continued Compliance").

      2.08. Access; Information. At all times when any Advance is outstanding
under this Agreement, the Company shall grant to the Lender full and reasonable
access to the books, records and officers of the Company to confirm the proper
use of proceeds of each Advance, compliance with this Agreement, the Security
Agreement and the Mortgage and other related purposes.

      2.09. Use of Proceeds. The use of the Advance funds loaned to the Company
shall be used by the Company only as permitted by the Lender, and unless
permitted by the Lender, such Advances shall be used only working capital of the
Company in the ordinary course of business, consistent with past practices, and
shall not be used for any extraordinary purposes. The Company may request a
different use of Advance proceeds in its Advance Request.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

      3.01. Conditions Precedent to Effectiveness. The effectiveness of this
Agreement is subject to fulfillment of the following conditions precedent:

      (a)   Lender shall be satisfied, in its sole discretion, with Company's
financial condition and business as of the Effective Date.

      (b)   Company shall have executed and delivered to Lender all Loan
Documents, in form and substance satisfactory to Lender.

      (c)   Lender shall have received a certificate of the Chief Executive
Officer of the Company certifying that (i) all the Loan Documents and the
transactions contemplated therein have been duly and properly authorized and
approved by the Company, and the Company has the corporate power and authority
to enter into such transactions, and (ii) that by entering into the Loan
Documents and carrying out the transactions contemplated therein, the Company
will not breach, violate, conflict with or default under (x) any of its
charter/governing documents ("Charter"), (y) any material contracts/agreements
of any type (including loans, mortgages or any other similar agreement)
("Agreements"), or (z) any Law. The Lender may conclusively rely on such
certificate without further investigation.

      (d)   All proceedings of Company taken in connection with the transactions
contemplated hereby, and all documents incidental thereto, shall be reasonably
satisfactory in form and substance to Lender. Lender shall have received copies
of all documents or other evidence that it may reasonably request in connection
with such transactions.



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<PAGE>

      (e)   The Mortgage and the Security Agreement shall have been executed and
delivered by Company.

      3.02. Representation at Time of Advances. Each funding of an Advance by
Lender shall constitute a representation by Company that on the date of such
Advance funding, all of the provisions of Sections 2.08 (c) (Continued
Compliance) and 3.01 (c) are true and correct.

      Lender may, in its sole discretion, request such other reasonable
information from Company as it may deem necessary or appropriate to verify the
truth and accuracy of the foregoing representation.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

      Company represents and warrants that the following are true and correct:

      4.01. Organization and Qualification. Company is a corporation duly
organized, validly existing and in good standing under the Laws of the State of
Delaware. Company is qualified to do business in all jurisdictions where the
nature of its business or properties require such qualification except in
jurisdictions where the failure to so qualify would not have a Material Adverse
Effect.

      4.02. Due Authorization; Validity. The Company has been duly authorized to
the execute, deliver and perform all of its obligations under the Loan
Documents. No consent of any stockholder of Company is required as a
prerequisite to the validity and enforceability of its Loan Documents. Company
has full legal right, power and authority to execute, deliver and perform under
its Loan Documents. The Loan Documents constitute the legal, valid and binding
obligations of Company, enforceable in accordance with their terms (subject as
to enforcement of remedies to any applicable bankruptcy, reorganization,
moratorium, or similar Laws or principles of equity affecting creditors' rights
generally).

      4.03. Conflicting Agreements and Other Matters. The execution or delivery
of any Loan Documents, and performance thereunder, do not conflict with, or
result in a breach of the terms, conditions or provisions of, or constitute a
default under, or result in any violation of, or require any approval, action by
or notice to any Governmental Body or other Person pursuant to any of the
Charter, any Agreements or any Laws.

      4.04. Financial Information. The financial statements and other financial
information (including projections and budgets) of the Company delivered to
Lender are true and accurate and were prepared consistent with the books and
records of the Company, and in good faith. With respect to financial statements,
such materials are true and correct and present fairly the Company's financial
condition and its results of operations as of the dates and for the periods
shown, all in accordance with GAAP. The Company is Solvent.

      4.05. Laws Regulating Incurrence of Debt. No proceeds of any Advance will
be used directly or indirectly to acquire any securities. No Advance will be
used to purchase or carry margin stock (as defined in applicable Federal Reserve
regulations), nor to extend credit to others to do so. Company is not subject to
regulation under any Law that prohibits or restricts its incurrence of Debt in
any material respect, including Laws relating to common or contract carriers.

      4.06. Litigation. There is no Litigation pending or, to the best of
Company's knowledge, threatened against Company on the date hereof, except as
disclosed by Company to Lender in writing and acknowledged by Lender prior to
the date of this Agreement.



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<PAGE>

      4.07. Disclosure. Company has not made a material misstatement of fact, or
failed to disclose any material fact necessary to make the facts disclosed not
misleading, to Lender during the course of application for and negotiation of
this Agreement or in connection with any transactions contemplated hereby. There
is nothing known to Company that could result in a Material Adverse Effect,
which is not set forth herein or in notices hereafter delivered to Lender.

      4.08. Amendment of Organizational Documents; Distributions. Company shall
not amend or modify, or permit the amendment or modification of, its Charter in
any respect. Company shall not declare or pay Distributions.

                                    ARTICLE V

                                EVENTS OF DEFAULT

      5.01. Events of Default. Each of the following shall be an "Event of
Default" hereunder, if the same shall occur for any reason whatsoever, whether
voluntary or involuntary, by operation of Law or otherwise:

      (a)   Company shall fail to pay any principal, interest, fees or other
amounts payable under any Loan Documents when due;

      (b)   Any representation or warranty of Company made in connection with
this Agreement or any transactions contemplated hereby shall be incorrect or
misleading in any material respect when given and such representation or warrant
shall not be cured within five Business Days of written notice from Lender;

      (c)   Company shall fail to perform or observe any other material term or
covenant contained in any Loan Document, and such failure shall not be cured
within five Business Days of written notice from Lender;

      (d)   Any material provision of any Loan Documents shall, for any reason,
not be valid and binding on Company, or shall be declared to be null and void;
the validity or enforceability of any provision of any Loan Documents shall be
contested by Company; or any breach, default or event of default shall occur or
exist under any Loan Documents after any applicable grace period;

      (e)   Any of the following shall occur: (i) Company shall make an
assignment for the benefit of creditors, be insolvent or unable to pay its debts
as they come due, or cease doing business as a going concern; (ii) Company shall
petition any Governmental Body for the appointment of a trustee, receiver or
liquidator of it or any of its assets, or shall commence any proceedings under
any bankruptcy, reorganization, insolvency, moratorium, liquidation or other
debtor relief Laws; (iii) any petition shall be filed, or any such proceedings
shall be commenced, against Company under any such Laws and the same is not
dismissed or otherwise discharged within 60 days, or an order, judgment or
decree shall be entered approving such petition or appointing any trustee,
receiver or liquidator for Company, or any of its assets; or (iv) any final
order, judgment or decree shall be entered decreeing Company's dissolution,
split-up or divestiture of assets;

      (f)   Except as contemplated by the Acquisition Agreement, Company shall
have any material change in its ownership, management or control, without the
prior consent of Lender (which shall not be unreasonably withheld); or

      (g)   Lender shall determine in good faith that there has been a Material
Adverse Change.



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<PAGE>

      5.02. Remedies Upon Default; Customer Transfer. If an Event of Default
shall occur all amounts owing to Lender shall, to the extent permitted by
applicable Law, become immediately due and payable without any action by Lender,
and without diligence, presentment, demand, protest, notice of protest or intent
to accelerate, or notice of any other kind, all of which are hereby waived to
the fullest extent permitted by Law.

      5.03. Cumulative Rights. All Rights available to Lender under the Loan
Documents shall be cumulative of and in addition to all other Rights under any
other agreement, at Law or in equity. The acceptance by Lender at any time and
from time to time of partial payment of any amount owing under any Loan
Documents shall not be deemed to be a waiver of any Event of Default then
existing. No waiver by Lender of an Event of Default shall be deemed to be a
waiver of any default other than such Event of Default. No delay or omission by
Lender in exercising any Right under the Loan Documents shall impair such Right
or be construed as a waiver thereof or an acquiescence therein, nor shall any
single or partial exercise of any Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Documents or
otherwise.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.01. Amendments and Waivers. No amendment or waiver of any provision of
any Loan Documents, nor consent to any departure by Company therefrom, shall be
effective unless the same shall be in writing and signed by Lender, and then any
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

      6.02. Notices. Unless otherwise provided herein, all notices, demands and
other communications under the Loan Documents shall be in writing and shall be
personally delivered, sent by confirmed facsimile, certified mail, postage
prepaid, to the following addresses:

      (a)   If to Company:

            Cidco, Incorporated
            220 Cochrane Circle
            Morgan Hill, CA 95037
            Facsimile: 408-776-2602
            Attention: Paul Locklin

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

            Gray Cary Ware & Friedenrich LLLP
            400 Hamilton Ave.
            Palo Alto, CA 94301-1833
            Facsimile:  650-833-2001
            Attention: Diane H. Frankle, Esq.



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<PAGE>

      (b)   If to Lender:

            EarthLink, Inc.
            1375 Peachtree St., 7 North
            Atlanta, GA  30309
            Attention: Samuel R. DeSimone, Jr.
            Facsimile: 404-287-4905

            with a copy (which shall not constitute notice) to:
            Hunton & Williams
            600 Peachtree Street, NE
            Bank of America Plaza, Suite 4100
            Atlanta, GA 30309
            Attention: W. Tinley Anderson, III
            Facsimile:  404-888-4190

or to such other address as any party shall hereafter designate in written
notice to the other party. All notices, demands and other communications will be
effective when so personally delivered or sent by telecopy or telex, or five
days after being so mailed; provided, however, that notices to Lender pursuant
to Section 2.02 hereof shall only be effective when received.

      6.03. Parties in Interest. The Loan Documents shall bind and inure to the
benefit of the parties hereto, and their successors and assigns. Lender may from
time to time assign its rights or obligations hereunder, but Company may not
assign or transfer its rights or obligations hereunder (whether voluntarily or
by operation of Law), without the prior written consent of Lender.

      6.04. Costs, Expenses and Taxes. Company agrees to pay (i) all costs and
expenses of Lender in connection with the preparation and negotiation of any
Loan Documents, including without limitation reasonable attorneys' fees, (ii)
all reasonable costs and expenses (including reasonable attorneys' fees) of
Lender in connection with any extension, modification, waiver or release of any
Loan Documents, and (iii) all reasonable costs and expenses of Lender incurred
in any work-out or enforcement of or in any dispute of any kind relating to any
Loan Documents, including reasonable attorneys' fees and the costs and expenses
of other consultants. Company shall pay any stamp, debt, recordation,
withholding and other Taxes payable in connection with any Loan Documents or
payments thereunder (other than Taxes on the overall net income of Lender), and
agrees to save Lender harmless from and against all liabilities relating to any
Taxes. All payments by Company shall be made free and clear of and without
deduction for any Taxes (other than Taxes on the overall net income of Lender)
of any nature now or hereafter existing.

      6.05. Indemnification by Company. Company agrees to indemnify, defend and
hold harmless Lender and its Affiliates, directors, officers, agents, employees
and representatives, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against any of them in any way relating to or arising
out of any Loan Documents (excluding in connection with or as a result, in whole
or in part, of the gross negligence or willful misconduct of any of them), any
transaction directly related hereto or thereto, or any act, omission or
transaction of Company or any of its Affiliates, or any of their directors,
shareholders, officers, agents, employees or representatives; provided, however,
that Company shall not indemnify, defend and hold harmless any indemnified
Person for losses or damages that Company proves were caused by such Person's
willful misconduct or gross negligence. Company agrees that Lender shall never
be liable to Company for any consequential damages. This indemnity shall survive
repayment of Company's obligations to Lender.



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<PAGE>

      6.06. Rate Provision. It is not the intention of any party to any Loan
Documents to make an agreement violative of the Laws of any applicable
jurisdiction relating to usury. In no event shall Company be obligated to pay
any amount in excess of the maximum amount of interest permitted under
applicable Law. If from any circumstance Lender shall ever receive anything of
value deemed excess interest under applicable Law, an amount equal to such
excess shall be applied to the reduction of the principal amount of outstanding
Advances and any remainder shall be refunded to the payor.

      6.07. Severability; Counterparts. If any provision of any Loan Documents
is held to be illegal, invalid or unenforceable under present or future Laws
during the term thereof, such provision shall be fully severable, and the Loan
Documents shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part thereof. This Agreement and
the other Loan Documents may be executed in any number of counterparts.

      6.08. Governing Law. This Agreement and the other Loan Documents shall be
governed by and construed in accordance with the laws of the State of Georgia.
The state and federal courts located in Georgia, including the U.S. District
Court for the Northern District of Georgia, shall have jurisdiction to determine
any claim or dispute pertaining to this Agreement, and the parties expressly
submit and consent to such jurisdiction.

      6.09. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
PARTIES HERETO WAIVE ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER
OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY RELATED MATTERS.

      6.10. ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE PARTIES.

      6.11. Further Assurances. The Company shall execute all further and
additional documents, agreements, waivers and consents, including, without
limitation, financing statements, and take all such further and additional
action as Lender may reasonably request with respect to this Agreement and the
amounts borrowed by Company and advanced by Lender hereunder.



                         [signatures on following page]



                                       10
<PAGE>

      IN WITNESS WHEREOF, this Advance Agreement is executed as of the date
first set forth above.

                                          CIDCO, INCORPORATED


                                          By /s/ Paul G. Locklin
                                            ___________________________________
                                             Title:



                                          EARTHLINK, INC.


                                          By /s/ Nathaniel B. Cobb
                                            ___________________________________
                                             Title: VP, Strategy & Development





                       [Advance Agreement Signature Page]



                                       11

</TEXT>
</DOCUMENT>
