HANDSPRING INC
EXHIBIT 10.19
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>4
<FILENAME>f85567exv10w19.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.19

[HANDSPRING LOGO]                                                [AIRPRIME LOGO]


MASTER PURCHASE AGREEMENT
--------------------------------------------------------------------------------

         This Master Purchase Agreement (this "Agreement") is effective as of
September 10, 2002 (the "Effective Date"), by and between Handspring, Inc., a
Delaware corporation ("Handspring"), and AirPrime, Inc., a Delaware corporation
("AirPrime"). Handspring and AirPrime are collectively referred to herein as the
"Parties" and individually as a "Party".

         WHEREAS, Handspring and AirPrime previously entered into a Master
Purchase Agreement effective as of December 19, 2001 (the "Original Agreement")
pursuant to which Handspring purchases embedded wireless communication modules
for Handspring's CDMA "London" product;

         WHEREAS, Handspring now desires to purchase the components listed on
Exhibit A hereto (the "Products") from AirPrime for incorporation into
Handspring's CDMA "Robin" product; and

         WHEREAS, Handspring desires to engage AirPrime to perform certain
professional services as set forth in the Statement of Work (the "SOW") attached
as Exhibit B hereto (the "Services"); and

         WHEREAS, AirPrime desires to sell such Products and desires to provide
such Services to Handspring.

         THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree to the
following:

1.       PRECEDENCE OF AGREEMENTS.

         1.1      All purchases for Products placed by Handspring under this
                  Agreement shall be governed by the terms and conditions of
                  this Agreement and the Purchase Order, notwithstanding any
                  other terms and conditions in other Handspring or AirPrime
                  documents. In the event the terms of this Agreement are
                  inconsistent with the terms in a Purchase Order, the terms of
                  this Agreement shall prevail, unless otherwise agreed to in
                  writing by the parties.

         1.2      In the event the VMI Program is implemented per Section 13
                  herein, AirPrime and Authorized Manufacturing Partner (as
                  defined in Section 14.1 herein) shall enter into a separate
                  agreement (the "VMI Agreement"), which shall govern the terms
                  of their relationship and the purchasing and delivery process
                  of Products, and shall supercede the following provisions of
                  this Agreement: 2.1 (Purchase Orders), 2.2 (Price), 2.3
                  (Purchase Order Acceptance), 2.5 (Adjustments to Purchase
                  Orders), 2.6 (Liability for Cancelled Purchase Orders), 2.7
                  (Forecasts) and 3.1 (Shipment and Delivery).

2.       PRODUCT ORDERING AND PAYMENT.

         2.1      PRODUCT PURCHASE ORDERS. Pursuant to written purchase orders
                  (each, a "Purchase Order") issued on an as-needed basis,
                  AirPrime shall sell Products to Handspring, and Handspring
                  shall purchase Products from AirPrime. Purchase Orders will be
                  submitted to AirPrime by telephone facsimile transmission,
                  registered airmail, or any other method as the Parties may
                  agree. All Purchase Orders shall contain the following
                  information:

                           (a)      part number and quantities of the Product to
                                    be purchased;
<PAGE>
                           (b)      purchase price, as set forth in Exhibit C;

                           (c)      delivery date; and

                           (d)      shipping instructions.

                  In the event the VMI Program is implemented per Section 13
                  herein, Purchase Orders shall be placed by Authorized
                  Manufacturing Partner pursuant to the VMI Agreement. In such
                  event, AirPrime shall maintain a ten (10) day supply of
                  product in a third party warehouse/hub mutually agreed to by
                  both Parties to accommodate such Purchase Orders.

         2.2      PRICE. Prices for the Products shall be as stated in Exhibit
                  C, which prices exclude freight, insurance and customs duties.
                  In the event the VMI Program is implemented per Section 13
                  herein, the Product prices shall be as stated in the VMI
                  Agreement and shall include freight, insurance and customs
                  duties. Handspring shall be entitled to receive "Most Favored
                  Customer" pricing from AirPrime. "Most Favored Customer"
                  pricing is defined as the most favorable price, including all
                  discounts, rebates, cooperative advertising programs or other
                  similar sales and marketing programs, quoted to any purchaser
                  of the Products for the same market and volume conditions.
                  AirPrime's prices shall reflect "market condition" and shall
                  be reduced accordingly.

         2.3      PURCHASE ORDER ACCEPTANCE. A Purchase Ordered issued in
                  accordance with this Agreement shall be deemed accepted upon
                  receipt by AirPrime; provided, however, that in the event
                  Handspring issues a high-quantity Purchase Order that can not
                  reasonably be fulfilled within AirPrime's manufacturing lead
                  time, the parties will discuss and mutually agree to an
                  acceptable delivery date. In the event a Purchase Order
                  extends beyond the terms and conditions of this Agreement,
                  AirPrime shall either accept or reject such Purchase Order
                  within four (4) working days after receipt of the order. Such
                  Purchase Order shall be deemed accepted by AirPrime if no
                  written notice is received to the contrary within four (4)
                  working days after its submission to AirPrime.

         2.4      MINIMUM PURCHASE OBLIGATIONS; SIZE OF ORDERS. Except as
                  otherwise provided in Section 12 below, Handspring agrees to
                  purchase a minimum quantity of [*] of the Product ("Minimum
                  Purchase Commitment") during the first [*] months of
                  Commercial Production (as defined below) of the Product.
                  Handspring's initial Purchase Order towards its Minimum
                  Purchase Commitment shall be for [*] units of the Product and
                  will provide for delivery of these units within the first [*]
                  months after Commercial Production of the Product. For the
                  remaining [*] units of Handspring's Minimum Purchase
                  Commitment and for any additional Purchase Orders issued
                  hereunder, Handspring will make commercially reasonable
                  efforts to place orders for at least [*] units, although
                  actual deliveries under any such Purchase Order may be in
                  quantities of less than [*] units. The price per unit and
                  adjustment for volume ordered per quarter is set forth in
                  Exhibit C.1. Except as otherwise set forth in this Section 2.4
                  or in a Purchase Order placed following Handspring's
                  fulfillment of its Minimum Purchase Commitment, Handspring
                  shall not be required to purchase any minimum quantities of
                  the Product, or held responsible for any re-start fees,
                  restocking fees, or bill backs for not ordering any estimated
                  purchase volume. For purposes of this Agreement, "Commercial
                  Production" shall mean the production of the Product by
                  AirPrime following the successful completion of Handspring's
                  Production Validation Testing ("PVT").

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.



                                       2
<PAGE>
         2.5      ADJUSTMENTS TO PURCHASE ORDERS. Handspring may adjust a
                  Purchase Order by increasing the quantity of Products ordered
                  prior to the scheduled delivery date, or rescheduling the
                  amount purchased and delivery date as follows:

<TABLE>
<CAPTION>
                  # DAYS PRIOR TO SCHEDULED   ALLOWABLE           ALLOWABLE            RESCHEDULE
                  DELIVERY DATE               INCREASE            RESCHEDULE AMOUNT    TIMEFRAME
                  -------------               --------            -----------------    ---------
<S>                                           <C>                 <C>                  <C>
                  [*]                         [*]                 [*]                  [*]
                  [*]                         [*]                 [*]                  [*]
                  [*]                         [*]                 [*]                  [*]
                  [*]                         [*]                 [*]                  [*]
</TABLE>

                  In the event the VMI Program is implemented per Section 13
                  herein, this section will be superceded by the VMI Agreement
                  entered into between AirPrime and the Authorized Manufacturing
                  Partner.

         2.6      LIABILITY OF HANDSPRING FOR CANCELLED PURCHASE ORDERS. If
                  Handspring cancels a Purchase Order, Handspring shall be
                  liable for payment according to the table below. For the
                  table, the following definitions apply:


                  "Cancelled PO Quantity" shall mean the quantity of Product
                  units ordered subject to the cancelled Purchase Order.

                  "Qualcomm NC/NR Cost" shall mean the per-unit material cost to
                  AirPrime of the Non-Cancelable/Non-Refundable ("NC/NR")
                  Qualcomm chipset agreed to in good faith between the Parties.

<TABLE>
<CAPTION>
                  # DAYS PRIOR TO SCHEDULED
                  DELIVERY DATE                     CANCELLATION LIABILITY
                  -------------                     ----------------------
<S>                                                 <C>
                  [*]                               [*]
                  [*]                               [*]
                  [*]                               [*]
                  [*]                               [*]
</TABLE>

                  Furthermore, in the event that Handspring cancels any or all
                  of the Purchase Orders for Products, AirPrime shall use
                  commercially reasonable efforts to mitigate Handspring's
                  damages by attempting to resell the components, materials
                  and/or Products to other customers.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


                                       3
<PAGE>
                  In the event the VMI Program is implemented per Section 13
                  herein, this section will be superceded by the VMI Agreement
                  entered into between AirPrime and the Authorized Manufacturing
                  Partner.

         2.7      FORECASTS. Handspring shall use commercially reasonable
                  efforts to prepare and submit to AirPrime no less frequently
                  than once per month a non-binding rolling nine (9) month
                  demand forecast. Each such forecast shall be used by AirPrime
                  to plan for materials and production capacity.

         2.8      PAYMENT. Handspring shall pay invoices received from AirPrime
                  for Products sold hereunder net thirty (30) days after the
                  invoice was received by Handspring or the Authorized
                  Manufacturing Partner.

3.       PRODUCT SHIPMENT AND DELIVERY

         3.1      SHIPMENT AND DELIVERY. Shipment of Products shall be F.O.B. ex
                  works or AirPrime's (or third party's) bonded warehouse for
                  all Products, at which time title and risk of loss will pass
                  to Handspring. In the event the VMI Program is implemented per
                  Section 13 herein, this section will be superceded by the VMI
                  Agreement entered into between AirPrime and the Authorized
                  Manufacturing Partner.

         3.2      TIME IS OF THE ESSENCE. Failure to meet agreed upon delivery
                  schedules could result in costly delays to Handspring in
                  fulfilling its customer orders; therefore, AirPrime shall
                  notify Handspring or the Authorized Manufacturing Partner of
                  any delay as soon as AirPrime is aware of the same and shall
                  use its best efforts to minimize such delay by working
                  reasonable overtime at its own expense. In addition, AirPrime
                  shall notify Handspring of a revised committed delivery date,
                  which date shall be no later than five (5) working days after
                  the initial scheduled delivery date. If AirPrime fails to meet
                  Handspring's or the Authorized Manufacturing Partner's second
                  delivery date on all or any part of any Purchase Order, then
                  Handspring or the Authorized Manufacturing Partner may (i)
                  terminate the applicable Purchase Order with no liability to
                  Handspring or the Authorized Manufacturing Partner, or (ii)
                  require AirPrime to ship on an expedited basis the quantity of
                  Products via premium air transportation and Handspring's or
                  the Authorized Manufacturing Partner's sole liability to
                  AirPrime shall be limited to payment for the Products received
                  and standard surface freight charges.

         3.3      REQUEST FOR BACK ORDER LISTINGS. Upon request by Handspring or
                  the Authorized Manufacturing Partner, AirPrime shall furnish
                  Handspring or the Authorized Manufacturing Partner a listing
                  of all back orders for Products and the date they will be
                  received by Handspring or the Authorized Manufacturing Partner
                  and will automatically expedite all Handspring high usage
                  Products to minimize delays of such Products in fulfilling
                  Handspring or the Authorized Manufacturing Partner Purchase
                  Orders.

4.       PRODUCT ACCEPTANCE TESTING

         Acceptance testing, when deemed applicable by Handspring, shall be
         performed by Handspring within fifteen (15) working days after receipt
         of the Products in accordance with the procedures agreed upon by the
         Parties. Any discrepancies found as a result of such testing shall be
         noted in detail and if found to be non-conforming to the specifications
         for the Products identified in Exhibit A, Handspring may, at its
         option, return the non-conforming Products to AirPrime. AirPrime shall
         immediately review the cause of rejection and upon confirmation take
         corrective action to eliminate reoccurrence of the non-conformance. All
         shipping charges for returns of non-conforming Products to AirPrime
         shall be at AirPrime's expense. If the Product is reasonably
         demonstrated by AirPrime to be conforming, then Handspring will
         reimburse AirPrime for the shipping charges. Within fifteen (15)
         working days after date of receipt of such non-


                                       4
<PAGE>
         conforming Product or such other reasonable delay agreed between the
         Parties depending on the quantity of returned Products, AirPrime, at
         Handspring's option, shall replace such non-conforming Product or
         refund Handspring the purchase price in full. Failure to inspect or
         reject one shipment shall not constitute a waiver of Handspring's
         rights with respect to any other. Payment shall neither be deemed to
         constitute acceptance nor be a waiver of Handspring's right to reject
         any order.

5.       PRODUCT WARRANTIES; EPIDEMIC CONDITION

         5.1      PRODUCT WARRANTY. AirPrime warrants to Handspring, its
                  Authorized Manufacturing Partner and their customers that the
                  Products supplied to Handspring under this Agreement shall be
                  free from defects in materials and workmanship, and shall
                  otherwise conform to the specifications for the Products
                  identified in Exhibit A and all other express requirements of
                  this Agreement, for a period of [*] after the date of shipment
                  of the Product. If any Product furnished by AirPrime fails to
                  conform to the above warranty, Handspring's sole remedy is to
                  return defective Product to AirPrime. All shipping charges for
                  returns of non-conforming Products to AirPrime shall be at
                  AirPrime's expense. If the Product is reasonably demonstrated
                  by AirPrime to be conforming, and such demonstration is agreed
                  to by Handspring, then Handspring will reimburse AirPrime for
                  the shipping charges. Within fifteen (15) working days after
                  date of receipt of such non-conforming Product or such other
                  reasonable delay agreed between the Parties depending on the
                  quantity of returned Products, AirPrime, at Handspring's
                  option, shall replace such non-conforming Product or refund
                  Handspring the purchase price in full.

         5.2      EPIDEMIC CONDITION. An Epidemic Condition exists when failure
                  reports or statistical samplings show that [*] or more of the
                  same Product installed or shipped during any one month contain
                  an identical, repetitive defect in AirPrime supplied material
                  and/or workmanship. If during that warranty period Product
                  shows evidence of an Epidemic Condition, Handspring shall have
                  the right, pending correction of the Epidemic Condition, to
                  postpone further shipments of such Product by giving written
                  notice of such postponement to AirPrime. Such postponement
                  shall temporarily relieve AirPrime of its shipment liability
                  and Handspring of any payment liability for such postponed
                  shipments. AirPrime shall promptly prepare and propose a
                  corrective action plan addressing implementation and procedure
                  milestones for remedying such Epidemic Condition(s). Both
                  parties shall use best efforts to implement the remedy in
                  accordance with the agreed upon schedule.

         5.3      NO OTHER AIRPRIME WARRANTIES. AIRPRIME MAKES NO ADDITIONAL
                  WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH HEREIN.
                  ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT
                  LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
                  FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

6.       PROFESSIONAL SERVICES

         6.1      SERVICE PROVISION. AirPrime will provide to Handspring the
                  services (the "Services") that are described in the Statement
                  of Work ("SOW") attached hereto as Exhibit B. Such SOW may be
                  amended or modified by mutual written agreement of the
                  parties. AirPrime will provide such resources and utilize such
                  employees or design consultants as it deems necessary to
                  perform the Services. The manner and means used by AirPrime to
                  perform the Services desired by Handspring are in the sole
                  discretion and control of AirPrime. All work shall be
                  performed at AirPrime's designated facilities unless otherwise
                  mutually agreed.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


                                       5
<PAGE>
         6.2      DELIVERABLES. In performing the Services, AirPrime shall
                  design, develop and/or make for Handspring the deliverables as
                  required in the SOW (the "Deliverables"). AirPrime shall use
                  commercially reasonable efforts in order to ensure that the
                  Deliverables meet the specifications, if any, set forth in the
                  SOW for such Deliverables.

         6.3      TIME OF PERFORMANCE. AirPrime shall use commercially
                  reasonable efforts to meet the project schedules and time of
                  performance of Services set forth in the SOW, and Handspring
                  agrees to cooperate in good faith to allow AirPrime to achieve
                  completion of Services in a timely and professional manner.
                  Handspring understands and agrees that AirPrime's provision of
                  the Services may depend on completion of certain Handspring
                  tasks or adherence to Handspring schedules within Handspring's
                  control; consequently, the project schedule, time of
                  performance, and Services may require adjustments or changes
                  in the event such Handspring tasks or schedules change, are
                  modified, or are not completed as anticipated. AirPrime shall
                  promptly notify Handspring in the event it becomes aware that
                  it will not be able to meet any project schedule or time of
                  performance of Services.

         6.4      TECHNOLOGY FROM HANDSPRING. Handspring agrees to provide
                  AirPrime with materials and technology owned or otherwise
                  controlled by Handspring which AirPrime reasonably requires to
                  perform the Services (the "Handspring Technology"). Handspring
                  hereby grants AirPrime the right to use the Handspring
                  Technology which AirPrime reasonably requires in order to
                  perform the Services and/or prepare the Deliverables. Unless
                  otherwise agreed in writing, all tooling, equipment or
                  material of every description furnished to AirPrime by
                  Handspring, and any replacements thereof or any materials
                  affixed or attached thereto, shall be and remain the personal
                  property of Handspring. AirPrime shall not use such property
                  except in filling Handspring's orders. Such property while in
                  AirPrime's custody or control shall be held at AirPrime's
                  risk, shall be maintained in operable condition, and will be
                  subject to removal at Handspring's written request.

         6.5      PAYMENT FOR SERVICES. For the Services and Deliverables
                  provided by AirPrime, Handspring agrees to pay AirPrime the
                  fees set forth in Exhibit C (the "Fees") attached hereto.
                  AirPrime shall invoice Handspring for Fees for Services owing.
                  Handspring shall pay invoices received from AirPrime for
                  Services net thirty (30) days after the Invoice was received
                  by Handspring.

7.       LICENSE GRANTS; OWNERSHIP OF DERIVATIVE WORKS.

         7.1      AIRPRIME SOFTWARE LICENSE. AirPrime hereby grants to
                  Handspring a non-exclusive, worldwide, fully paid, royalty
                  free, irrevocable, and perpetual right to: (a) use, reproduce
                  (or cause to be reproduced), and manufacture (or cause to be
                  manufactured) the "AirPrime Software" (as defined below) for
                  the purpose of including, installing or otherwise
                  incorporating the same into Handspring's products; (b) use the
                  AirPrime Software as necessary in order to develop,
                  manufacture, sell, upgrade and repair Handspring applications
                  and products which utilize or contain the AirPrime Software;
                  (c) market, distribute, and sell the AirPrime Software as part
                  of any one or more Handspring products; and (d) sublicense to
                  Handspring product end users all necessary rights in order to
                  enable them to use the AirPrime Software in connection with
                  the use or operation of any Handspring products. With respect
                  to the foregoing AirPrime Software license, such rights are
                  limited only to Products that Handspring purchases from
                  AirPrime. Handspring shall not have the right to (1) modify,
                  translate, reverse engineer, decompile, disassemble, or create
                  derivate works based on the AirPrime Software or any
                  accompanying documentation; or (2) rent, transfer, sublicense
                  or grant any rights in the AirPrime Software or any
                  accompanying documentation in any form to any party (other
                  than as part of Handspring's production, distribution and sale
                  processes, or to purchasers and end users of Handspring
                  products) without the prior written consent of AirPrime. The
                  foregoing license grant is a license grant only and does not
                  convey to Handspring any title to, or ownership rights in, the
                  AirPrime


                                       6
<PAGE>
         Software, including but not limited to any patents, trademarks,
         copyrights, or trade secrets associated therewith.

         7.2      LONDON HOST SOFTWARE/SB3000 SOFTWARE LICENSES; BUYOUT FEE.

         7.2.1    LICENSES. Except as expressly stated in this Section 7,
                  AirPrime hereby grants to Handspring a non-exclusive,
                  worldwide, fully paid, royalty free, irrevocable, and
                  perpetual right to: (a) use, reproduce (or cause to be
                  reproduced), manufacture (or cause to be manufactured),
                  modify, supplement, upgrade, improve, revise, enhance the
                  London Host Software (defined below) and the SB3000 Software
                  (defined below) in connection with the production,
                  distribution, sale, upgrade or repair of any Handspring
                  products or the creation of any Derivative Software (defined
                  below) including without limitation the Robin Host Software
                  (defined below); (b) package, market, distribute, and sell the
                  London Host Software and the SB3000 Software (including any
                  modifications integrated into and made part of any Derivative
                  Software including without limitation the Robin Host Software)
                  as part of any one or more Handspring products, and (c)
                  sublicense to Handspring product end users all necessary
                  rights in order to enable them to use the London Host Software
                  and the SB3000 Software (including any modifications
                  integrated into and made part of any Derivative Software
                  including without limitation the Robin Host Software) in
                  connection with the use or operation of any Handspring
                  products. With respect to the foregoing London Host Software
                  license and the SB3000 Software license, such rights are
                  limited only to use with Products that Handspring purchases
                  from AirPrime. The constraint to use such licenses only with
                  AirPrime Products will be removed in the event Handspring
                  exercises its buy-out rights in Section 7.2.2.

         7.2.2    BUYOUT FEE. Handspring may elect, at its option and without
                  obligation, via a written notice to AirPrime, to remove the
                  constraint to only use the London Host Software and the SB3000
                  Software with Products that Handspring purchases from AirPrime
                  by paying to AirPrime the "Buyout Fee" defined below. In such
                  case, Handspring shall be free to use the London Host Software
                  and the SB3000 Software (including any modifications
                  integrated into and made part of any Derivative Software
                  including without limitation the Robin Host Software) in
                  conjunction with products and software from alternate
                  suppliers. The Buyout Fee shall be determined in accordance
                  with the table below:

<TABLE>
<CAPTION>
                            TOTAL PAYMENTS TO AIRPRIME UNDER BOTH THE ORIGINAL
                            AGREEMENT AND THIS AGREEMENT ("TOTAL PAYMENTS"):            BUYOUT FEE
                            ------------------------------------------------            ----------
<S>                                                                                     <C>
                           [*]                                                          [*]
                           [*]                                                          [*]
                           [*]                                                          [*]
</TABLE>

         7.3      DEFINITIONS: AIRPRIME SOFTWARE, LONDON HOST SOFTWARE, ROBIN
                  HOST SOFTWARE, SB3000 SOFTWARE AND DERIVATIVE SOFTWARE. For
                  purposes of this Agreement, the following terms shall have the
                  following meanings:

                  7.3.1    For purposes of this Agreement, the term "AirPrime
                           Software" shall mean the AirPrime owned software
                           programs embedded in (or which upgrade) the Product
                           from AirPrime (referred to as "Modem Software" in the
                           SOW), as updated, upgraded or revised from time to
                           time.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


                                       7
<PAGE>
                  7.3.2    For purposes of this Agreement, the term "London Host
                           Software" shall mean the AirPrime owned "host
                           software" developed and/or modified by AirPrime for
                           Handspring during the term of the Original Agreement
                           for use in the CDMA London product, as further
                           defined in Exhibits B and C.3 of the Original
                           Agreement (and incorporated herein by reference).

                  7.3.3    For purposes of this Agreement, the term "SB3000
                           Software" shall mean the AirPrime owned software that
                           is utilized in AirPrime's SB3000 product, as further
                           defined in the SOW attached to the Original Agreement
                           (and incorporated herein by reference).

                  7.3.4    For purposes of this Agreement, the term "Derivative
                           Software" (also referred to as a "derivative work")
                           shall mean any modification, addition, extension,
                           upgrade, improvement, compilation, abridgment,
                           alteration or other use of all or part of the London
                           Host Software or the SB3000 Software by Handspring or
                           by AirPrime for Handspring. AirPrime shall have no
                           ownership or use rights to the Derivative Software.

                  7.3.5    For purposes of this Agreement, the term "Robin Host
                           Software" shall mean the Handspring owned Derivative
                           Software developed by Handspring during the term of
                           this Agreement for use in the CDMA Robin product.

         7.4      EXCLUSIVE OWNERSHIP OF THE DERIVATIVE SOFTWARE; AIRPRIME'S
                  WORK MADE FOR HIRE AND USE LIMITATIONS. AirPrime represents
                  and warrants to Handspring that all Derivative Software
                  (including without limitation the Robin Host Software) shall
                  be treated as authored by, and owned exclusively by,
                  Handspring for purposes of the United States Copyright Act.
                  Consistent with the foregoing, and recognizing that AirPrime
                  is and shall remain the owner of the London Host Software and
                  the SB3000 Software which may be an underlying and component
                  part of any Derivative Software (including without limitation
                  the Robin Host Software) created hereunder, AirPrime
                  represents, warrants and agrees that it shall have no
                  ownership interest in, access to, or right to use the
                  Derivative Software (including without limitation the Robin
                  Host Software) and will, upon request from time to time,
                  execute such reasonable documentation as may be necessary
                  and/or appropriate to secure, acquire, assign, or otherwise
                  transfer to Handspring, free of all liens and encumbrances,
                  all ownership and property interests and/or rights in the
                  Derivative Software (including without limitation the Robin
                  Host Software) that AirPrime may have or acquire, and/or, at
                  Handspring's sole option, to otherwise confirm, evidence and
                  document Handspring's exclusive rights in, and to
                  distribution, sale or use of, the Derivative Software
                  (including without limitation the Robin Host Software)..

         7.5      SURVIVAL; SOFTWARE REPRESENTATIONS AND WARRANTIES. The terms
                  and provisions contained in this Section 7 (and all
                  subparagraphs and subparts hereof) shall survive the
                  expiration or termination of this Agreement. In addition,
                  AirPrime represents and warrants to Handspring that (i)
                  AirPrime is either the owner of all proprietary rights,
                  including patent, copyright, trade secret, trademark and other
                  proprietary rights, in and to the AirPrime, the London Host
                  Software and the SB3000 Software or has sufficient rights to
                  grant the licenses and rights set forth herein; and (ii)
                  AirPrime shall promptly deliver to Handspring the source code
                  and any other relevant and necessary information associated
                  with any upgrades, modifications or other changes made by
                  AirPrime to the London Host Software and the SB3000 Software
                  required to enable Handspring to create, incorporate or
                  otherwise modify any Derivative Software (including without
                  limitation the Robin Software) which Handspring may have
                  created, as provided for above, to reflect AirPrime's changes
                  or modifications to the London Host Software and the SB3000
                  Software.

8.       GENERAL INDEMNITY

         AirPrime shall defend, hold harmless and indemnify Handspring, its
         agents and employees, from any and all suits, damages, losses,
         expenses, and third party claims, including attorneys fees, arising
         from bodily

                                       8
<PAGE>
         injury, sickness, disease, or death, or injury to property that is
         caused by (i) negligence or wrongful intentional acts of AirPrime, its
         agents or employees, (ii) defects in the workmanship, materials and
         design of the Product provided by AirPrime, or (iii) failure to comply
         with federal, state or local laws.

9.       INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION

         9.1      INTELLECTUAL PROPERTY RIGHTS Except as otherwise expressly set
                  forth in Section 7 above or elsewhere herein, (a) neither this
                  Agreement, nor the provision of Services hereunder, shall give
                  either Party any ownership interest in or rights to the
                  intellectual property rights ("IP Rights") of the other Party,
                  and (b) all IP Rights that are owned or controlled by a Party
                  at the commencement of this Agreement shall remain under the
                  ownership or control of such Party throughout the term of this
                  Agreement and thereafter. A Party's use of the trademark, logo
                  or other identification marks of the other Party will only be
                  in a manner directed by such Party. All uses of the other
                  Party's trademarks, logos, other identification marks for
                  advertising or demonstrations of the Parties work requires the
                  prior written approval of such Party, which shall not be
                  unreasonably withheld.

         9.2      NEWLY CONCEIVED INNOVATIONS. Except as described in Section 7
                  above (which shall prevail in conflict with any of the
                  subparts of this Section 9), Handspring shall be assigned
                  ownership rights to any and all innovations ("Innovations"),
                  whether or not jointly conceived, and IP Rights therefrom, (i)
                  that derive solely from the Handspring Technology, or the
                  Handspring IP Rights therein, or (ii) that are identified as
                  owned by Handspring in the SOW, while AirPrime shall be
                  assigned ownership rights to any and all Innovations, whether
                  or not jointly conceived, and IP Rights arising therefrom (a)
                  that derive solely from AirPrime Technology or the AirPrime IP
                  Rights therein, or (b) that are identified as owned by
                  AirPrime in the SOW.

         9.3      INDEMNIFICATION. AirPrime shall defend, hold harmless and
                  indemnify Handspring, its agents and employees, from any and
                  all suits, damages, losses, expenses (including Product
                  replacement costs), and third party claims, including
                  attorneys' fees, arising from or related to an alleged
                  infringement or violation of any patent (whether issued or
                  pending), copyright, trademark, trade secret or other privacy
                  or proprietary right arising out of or related to Products,
                  including the manufacture, sale, distribution, marketing, or
                  use of the Products and/or Deliverables. Without limiting the
                  foregoing indemnification obligation, or the remedies of
                  Handspring hereunder, if the use of the Product is permanently
                  enjoined, AirPrime may, at its expense and option (i) procure
                  the right to continue using the Product, (ii) replace the
                  infringing Product with a non-infringing Product of similar
                  performance, or (iii) modify the Product to make it
                  non-infringing.

10.      LIMITATION OF LIABILITY

         EXCEPT FOR INDEMNIFICATION AND BREACH OF CONFIDENTIALITY, THE LIABILITY
         OF THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
         SUPPLY OF PRODUCTS HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS
         PAID BY HANDSPRING TO AIRPRIME FOR THE PRODUCTS GIVING RISE TO SUCH
         DAMAGES, AND SHALL IN NO EVENT INCLUDE LOSS OF PROFITS, COST OF
         PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR
         CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE PARTIES ARE AWARE OF THE
         POSSIBILITY OF SUCH DAMAGES.

11.      CONFIDENTIALITY

         The Parties acknowledge that they will have access to certain
         information and materials concerning each other's business and
         products, including the terms and conditions of this Agreement, that
         are confidential and of substantial value to the other (the
         "Confidential Information"), which would be impaired if such
         Confidential Information was disclosed to third parties. The Parties
         each agree that they will not use such Confidential Information except
         in performance of this Agreement, or disclose such Confidential
         Information to third parties except as required by applicable law and
         provided the receiving party uses reasonable efforts to give the
         disclosing party reasonable notice of such required disclosure. Each
         Party

                                       9
<PAGE>
         will also take every reasonable precaution to protect the Confidential
         Information. For purposes of the foregoing obligations, Confidential
         Information does not include information that (i) was rightfully known
         to the receiving party prior to its receipt, (ii) is or becomes
         publicly available without breach of this Agreement or wrongful act of
         the receiving party, (iii) is received by receiving party without an
         obligation of confidentiality and without breach of this Agreement, or
         (iv) is developed independently by the receiving party without using
         Confidential Information.

12.      TERM AND TERMINATION

         12.1     TERM. This Agreement shall commence on the Effective Date and
                  continue for twenty-four (24) months thereafter. This
                  Agreement shall be automatically renewed for separate but
                  successive one-year terms, subject to the termination rights
                  set forth herein.

         12.2     TERMINATION WITHOUT CAUSE. Handspring may terminate this
                  Agreement without cause at any time by written notice to
                  AirPrime not less than thirty (30) days prior to the effective
                  date of termination. In the event termination occurs prior to
                  the delivery of AirPrime's PVT Module Hardware/Firmware and
                  acceptance by Handspring (per the milestone schedule in
                  Exhibit C.2), then Handspring will be released from its
                  Minimum Purchase Commitment, and Handspring's liability shall
                  be limited to any development fees paid as of the effective
                  date of termination. In the event termination occurs after
                  delivery and acceptance of AirPrime's PVT module per Exhibit
                  C.2, then Handspring's liability shall be limited to [*].

         12.3     TERMINATION FOR BREACH. Either Party may terminate this
                  Agreement for cause at any time upon written notice if the
                  other Party fails to comply with any material term or
                  condition. The Party not in compliance shall have thirty (30)
                  days after notice to cure any failure and avoid termination.
                  If the Agreement is terminated by Handspring due to the breach
                  of AirPrime, then the Buyout Fee in Section 7.2.2 herein shall
                  be [*]. In addition, Handspring will be released from its
                  Minimum Purchase Commitment.

         12.4     TERMINATION FOR INSOLVENCY. At either Party's option, this
                  Agreement shall terminate immediately if: (i) a receiver is
                  appointed for the other party or its property; (ii) the other
                  party becomes insolvent or makes an assignment for the benefit
                  of creditors; (iii) any proceedings are commenced by or
                  against the other party under any bankruptcy, insolvency or
                  debtors' relief law; or (iv) the other party commences to
                  dissolve under applicable corporate law statutes. If the
                  Agreement is terminated by Handspring due to any of the
                  AirPrime insolvency events above, then the Buyout Fee in
                  Section 7.2.2 herein shall be [*]. In addition, Handspring
                  will be released from its Minimum Purchase Commitment.

         12.5     TERMINATION FOR FAILURE TO SECURE FINANCING. AirPrime is in
                  the process of securing at least [*] million in financing from
                  private investors (the "Private Financing"). The Private
                  Financing currently is anticipated to occur in three segments
                  with approximately one third of the total amount invested by
                  September 3, 2002, a second third invested by October 31,
                  2002, and the final third invested by January 31, 2003.
                  Handspring may terminate this Agreement upon providing written
                  notice to AirPrime if by September 13, 2002 AirPrime has not
                  met the following requirements (the "Minimum Financing
                  Requirements"): (i) secured at least one third of the

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


                                       10
<PAGE>
                  Private Financing (the "Initial Investment") and (ii) entered
                  into a binding agreement with investors (the "Private
                  Financing Agreement") providing for the funding of the
                  remaining two thirds of the Private Financing by no later than
                  March 31, 2003. AirPrime will provide Handspring with a copy
                  of the Private Financing Agreement immediately following its
                  execution. For purposes of this Section 12.4, the Private
                  Financing Agreement will be considered "binding" even if the
                  Private Financing may be discontinued following the Initial
                  Investment upon a vote of investors holding at least two
                  thirds of the total equity interest in AirPrime held by all of
                  the investors participating in the Private Financing.

         12.6     SURVIVING PROVISIONS. The provisions of Sections 7, 8, 9, 10,
                  11, 12, 15 and 16 will survive the termination of this
                  Agreement for any reason. All other rights and obligations of
                  the parties will cease upon termination of this Agreement.

13.      VENDOR MANAGED INVENTORY PROGRAM.

         If requested, AirPrime shall implement a Vendor Managed Inventory
         program ("VMI Program") in the geography of Handspring's Authorized
         Manufacturing Partner. The terms of the VMI shall be governed by the
         separate VMI Agreement entered into between AirPrime and Authorized
         Manufacturing Partner. At a minimum, the VMI Agreement shall provide
         (i) that Product pricing shall be F.O.B. the VMI hub, and (ii) AirPrime
         shall make every effort to maintain a ten (10) day supply of inventory
         in the hub, based on the Authorized Manufacturing Partner's build
         needs. Failure of AirPrime to maintain a ten (10) day supply of
         inventory in the third party hub could result in costly delays to
         Handspring in fulfilling its customer orders; therefore, AirPrime shall
         notify Handspring or the Authorized Manufacturing Partner as soon as
         AirPrime is aware that the inventory at the third party hub has fallen
         to a level below a ten (10) day supply, and shall use its best efforts
         return the on hand inventory in the hub to a ten (10) day level.

14.      AUTHORIZED MANUFACTURING PARTNERS.

         14.1     DESIGNATION. Handspring may assign all or a portion of its
                  rights to purchase Product to its manufacturing partners
                  designated on Exhibit D (each, an "Authorized Manufacturing
                  Partner"). Handspring may add to or delete from its list of
                  Authorized Manufacturing Partners set forth on Exhibit D at
                  any time and will promptly notify AirPrime of any such change.

         14.2     APPLICATION OF AGREEMENT TO AUTHORIZED MANUFACTURING PARTNERS.
                  An Authorized Manufacturing Partner may issue to AirPrime
                  Purchase Orders of its own against a Purchase Order, forecast
                  or manufacturing productions schedule issued by Handspring to
                  such Authorized Manufacturing Partner. Handspring shall be
                  liable to pay for all Product ordered by Handspring or by its
                  Authorized Manufacturing Partners subject to Handspring's
                  order cancellation and rescheduling rights set forth in
                  Sections 2.5 and 2.6. All references in this Agreement to
                  purchases of, Purchase Orders for, or shipments of Product by
                  or to Handspring shall mean by or to Handspring or the
                  Authorized Manufacturing Partner.

15.      DEVELOPMENT AND MANUFACTURING RIGHTS

         15.1     GRANT OF RIGHTS: AirPrime hereby grants Handspring the
                  royalty-bearing, worldwide, non-exclusive, nontransferable,
                  perpetual, irrevocable right and license to (i) complete the
                  development of the Product, and (ii) manufacture or have
                  manufactured the Product (collectively referred to as the
                  "Development and Manufacturing Rights"), which Handspring may
                  exercise at any time upon the occurrence of any of the
                  following events or circumstances:

                  15.1.1   AirPrime is unable to fulfill Handspring Purchase
                           Orders issued in accordance with the terms of this
                           Agreement.

                  15.1.2   If the Agreement is terminated by Handspring due to
                           the breach of AirPrime pursuant to Section 12.2 or
                           12.3.


                                       11
<PAGE>
                  15.1.3   AirPrime does not raise at least $6.2 million in
                           financing prior to March 31, 2003.

         15.2     EXISTING INVENTORY. In the event Handspring exercises its
                  Development and Manufacturing Rights hereunder, Handspring
                  agrees to purchase existing AirPrime inventory at AirPrime
                  cost for purchase orders that are non-cancelable under Section
                  2.6 of the Agreement.

         15.3     ROYALTY. In the event Handspring exercises its Development and
                  Manufacturing Rights hereunder, Handspring shall pay AirPrime
                  a royalty of [*] per each unit of Product manufactured and
                  sold by Handspring. Such payment shall be made within thirty
                  (30) days after the close of Handspring's quarter.

         15.4     AFFECT ON BUYOUT RIGHTS. Handspring's exercise of its
                  Development and Manufacturing Rights hereunder shall in no way
                  affect Handspring's right to buyout the London Host Software
                  or SB3000 Software pursuant to Sections 7.2, 12.2 and 12.3 of
                  the Agreement. For purposes of clarity, (i) it is not
                  necessary for Handspring to pay the Buyout Fee in order to
                  exercise its Development and Manufacturing Rights hereunder;
                  and (ii) regardless of whether Handspring exercises its
                  Development and Manufacturing Rights, Handspring may pay the
                  Buyout Fee in accordance with the Agreement and use the London
                  Host Software or SB3000 Software (including any modifications
                  integrated into and made part of any Derivative Software
                  including without limitation the Robin Host Software) in
                  conjunction with products and software from alternate
                  suppliers.

         15.5     AUDIT RIGHTS. In the event Handspring exercises its
                  Development and Manufacturing Rights hereunder, Handspring
                  agrees to keep and maintain, for a period of two (2) years
                  after the end of the year to which they pertain, complete and
                  accurate records of the Product manufactured and sold by
                  Handspring in order to calculate and confirm Handspring's
                  royalty obligations hereunder. Upon reasonable prior notice,
                  AirPrime shall have the right, exercisable not more than once
                  every six (6) months, to appoint an independent accounting
                  firm reasonably acceptable to Handspring, at AirPrime'
                  expense, to examine such books, records and accounts during
                  Handspring's normal business hours to verify the royalties due
                  by Handspring to AirPrime hereunder. In the event such audit
                  discloses an underpayment or overpayment of royalties due
                  hereunder, the appropriate party shall promptly remit the
                  amounts due to the other party.

         15.6     MANUFACTURING AND DEVELOPMENT INFORMATION ESCROW. Within
                  thirty (30) days after the Effective Date, or upon request
                  from Handspring, whichever is later, AirPrime and Handspring
                  shall enter into an escrow agreement pursuant to which
                  AirPrime shall promptly place into an escrow account, to the
                  best of its reasonable legal ability, and excluding third
                  party proprietary material and information used by AirPrime
                  under non-transferable license, all information necessary to
                  develop and manufacture the Product (in either electronic
                  media form or hard copy), including without limitation, the
                  source code, manufacturing process instructions, drawings,
                  schematics, specifications, test programs, bills of material,
                  authorized vendor lists and all other applicable documentation
                  for the Product. The Parties will share equally all escrow
                  fees.

         15.7     TEST HARDWARE AND SOFTWARE. In the event Handspring exercises
                  its Development and Manufacturing Rights hereunder, AirPrime
                  shall provide Handspring unrestricted use of all hardware and
                  software necessary to enable Handspring to develop,
                  manufacture and test the Product, including without
                  limitation, manufacturing equipment, fixtures and test
                  software. AirPrime agrees to cooperate with and assist
                  Handspring in obtaining any necessary third parties materials
                  and rights to license such software.

* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.


                                       12
<PAGE>
         15.8     CONTINUING TECHNICAL SUPPORT AND ASSISTANCE. In the event
                  Handspring exercises its Development and Manufacturing Rights
                  hereunder, AirPrime shall provide Handspring such technical
                  support and assistance as Handspring may reasonably request in
                  connection with the development and manufacture of the
                  Product. Handspring and AirPrime will negotiate in good faith
                  any services fees payable to AirPrime associated with any such
                  request.

16.      GENERAL

         16.1     NOTICE OF CHANGE OF MANUFACTURING LOCATION. AirPrime shall
                  provide Handspring with immediate written notice as soon as it
                  is aware that it will be changing the manufacturing location
                  for Products, or implementing major manufacturing process
                  changes in the production of Products.

         16.2     FORCE MAJEURE. "Force Majeure" shall mean any act of God,
                  fire, natural disaster, earthquake, accident, act of
                  government, or an act that is beyond the reasonable control of
                  either party. Neither party will be deemed in default of this
                  Agreement to the extent that performance of its obligations or
                  attempts to cure any breach are delayed or prevented by reason
                  of a Force Majeure, provided that such party gives the other
                  party written notice thereof promptly and, in any event,
                  within fifteen (15) days after discovery thereof and uses its
                  best efforts to continue to so perform or cure. In the event
                  of such a Force Majeure, the time for performance or cure will
                  be extended for a period equal to the duration of the Force
                  Majeure. Handspring or its Authorized Manufacturing Partner
                  may at its option, cancel the affected Purchase Order(s) upon
                  notice of a Force Majeure, and obtain the Products from an
                  alternate source without liability of Handspring to AirPrime.

         16.3     ASSIGNMENT. Neither party may assign, delegate, or transfer
                  the Agreement, or any of its rights or duties hereunder,
                  without the prior written consent of the other party. Any
                  attempted assignment or delegation in violation of this
                  section shall be void. The provisions of this Agreement shall
                  be binding upon and inure to the benefit of the parties, their
                  successors and permitted assigns. Notwithstanding the
                  foregoing, either Party may assign its rights and duties
                  hereunder in connection with a merger, consolidation,
                  spin-off, corporate reorganization, acquisition, or sale of
                  all or substantially all the assets of either Party.

         16.4     INDEPENDENT CONTRACTORS. In performing their respective duties
                  under this Agreement, each of the Parties will be operating as
                  an independent contractor. Nothing contained herein will in
                  any way constitute any association, partnership, or joint
                  venture between the Parties, or be construed to evidence the
                  intention of the Parties to establish any such relationship.
                  Neither Party will have the power to bind the other Party or
                  incur obligations on the other Party's behalf without the
                  other Party's prior written consent.

         16.5     SEVERABILITY. If any term or provision of this Agreement is
                  determined by a court of competent jurisdiction to be invalid
                  or unenforceable, the remaining provision of this Agreement
                  shall remain in full force and effect.

         16.6     MODIFICATION AND WAIVER. No modification to this Agreement,
                  nor any waiver of any rights, will be effective unless
                  assented to in writing by the party to be charged, and the
                  waiver of any breach or default shall not constitute a waiver
                  of any other right hereunder or any subsequent breach or
                  default.

         16.7     NOTICES. Any required or permitted notices hereunder must be
                  given in writing at the address of each party set forth below,
                  or to such other address as either party may substitute by
                  written notice to the other in the manner contemplated herein,
                  by one of the following methods: hand delivery; registered,
                  express, or certified mail, return receipt requested, postage
                  prepaid;


                                       13
<PAGE>
                  nationally-recognized private express courier; or facsimile.
                  Notices will be deemed given on the date received.

<TABLE>
<S>                                                         <C>
                  HANDSPRING:                               AIRPRIME:
                  Handspring, Inc.                          AirPrime, Inc
                  189 Bernardo Avenue                       2290 Cosmos Court
                  Mountain View, CA  94043                  Carlsbad, CA 92009
                  Attn:  Mike Gallucci, VP  Manufacturing   Attn: Dan Schieler, VP Worldwide Sales
                  With a copy to:  General Counsel
</TABLE>

         16.8     COMPLIANCE WITH LAWS AND REGULATIONS. AirPrime agrees to
                  comply with all Federal, State and local laws and regulations
                  that are applicable to the Products and their installation for
                  each country in which the Products are intended for delivery.

         16.9     GOVERNING LAW. This Agreement shall be governed by the laws of
                  the State of California (other than its conflicts of law
                  principles), excluding the United Nations Convention on
                  Contracts for the International Sale of Goods. The parties
                  hereby consent to the exclusive jurisdiction of and venue in
                  the federal and/or state courts located in Santa Clara County,
                  California.

         16.10    INTERPRETATION. This Agreement will be fairly interpreted in
                  accordance with its terms and without any strict construction
                  in favor of or against either party. The headings and captions
                  are included for reference purposes only and do not affect the
                  interpretation of the provisions hereof.

         16.11    PRESS RELEASES. The Parties may make press releases and
                  announcements relating to the subject matter of this Agreement
                  only with the prior written consent of the other Party.

         16.12    LIMITATION OF ACTION. Any legal action arising out of this
                  Agreement shall be barred unless commenced within one (1) year
                  of the act or omission giving rise to the action. Such
                  limitation shall not apply to any actions asserted against
                  Handspring by AirPrime arising from any delinquencies in
                  payment for Products.

         16.13    ENTIRE AGREEMENT. Unless otherwise stated herein with respect
                  to the Original Agreement, this Agreement and the exhibits
                  attached hereto constitute the entire and exclusive agreement
                  between the parties hereto with respect to the subject matter
                  hereof and supersede any prior agreements between the parties
                  with respect to such subject matter.

         In witness whereof, the parties have caused this Agreement to be
executed by their respective authorized representatives as of the Effective
Date.

AIRPRIME, INC.                               HANDSPRING, INC.

By: /S/ James B. Kirkpatrick                 By: /S/ Michael Gallucci

Name: James B. Kirkpatrick                   Name: Michael Gallucci

Title: President                             Title: VP, Manufacturing



                                       14
<PAGE>
                         EXHIBIT A - PRODUCT DESCRIPTION

[*]







* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                        EXHIBIT B - SERVICES DESCRIPTION

The Services to be provided by AirPrime as governed by this Agreement consist of
Design Consulting, Software Development, and Product Certification.

The attached Statement of Work ("SOW") document contains a draft of the detailed
definition of these Services and is hereby incorporated by reference into this
Agreement.

                  [*]

Furthermore, the Parties will work in good faith to promptly create and mutually
approve, which approval will not be unreasonably withheld, a final SOW document.
Such final SOW shall be incorporated by reference into this Agreement.



* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                  EXHIBIT C - PRODUCT PRICING AND SERVICES FEES

This Exhibit defines the Prices and Fees for Products and Services to be
provided by AirPrime as governed by this Agreement. All monetary figures in this
Exhibit represent currency in United States Dollars.

C.1      PRODUCT PURCHASE PRICE

In accordance with the schedule below, the purchase price of the Product shall
be decreased as the cumulative number of units purchased by Handspring
increases:

<TABLE>
<CAPTION>
         CUMULATIVE VOLUME PURCHASED                        UNIT PRICE
         ---------------------------                        ----------
<S>                                                         <C>
         [*]                                                [*]
         [*]                                                [*]
         [*]                                                [*]
         [*]                                                [*]
         [*]                                                [*]
         [*]                                                [*]
</TABLE>

         (1) Minimum Purchase Commitment pursuant to Section 2.4.

         (2) The purchase price per unit is based on a quantity of 30,000 -
         39,000 units ordered per quarter. For quantities ordered per quarter
         outside of this range, the following price adjustments shall apply to
         the appropriate unit price in the foregoing table:

<TABLE>
<CAPTION>
         NUMBER OF UNITS ORDERED PER QUARTER               UNIT PRICE ADJUSTMENT
         -----------------------------------               ---------------------
<S>                                                        <C>
          [*]                                                  [*]
          [*]                                                  [*]
          [*]                                                  [*]
          [*]                                                  [*]
          [*]                                                  [*]
          [*]                                                  [*]
          [*]                                                  [*]
</TABLE>



* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
C.2      DEVELOPMENT FEES

         Handspring will pay AirPrime a total of [*] in development fees for the
         Services described in the SOW. The development fees will be paid in
         accordance with the following milestone schedule:



* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
<TABLE>
<CAPTION>
                                   MILESTONE                            ESTIMATED MILESTONE DATE           PAYMENT AMOUNT
                                   ---------                            ------------------------           --------------
<S>                                                                     <C>                                <C>
         Completion of the Minimum Financing Requirements set forth               Effective Date                 [*]
         in Section 12.4 of the Agreement
         EVT Module Hardware/Firmware Delivery and Acceptance by               November 20, 2002                 [*]
         Handspring
         DVT Module Hardware/Firmware Delivery and Acceptance by                February 1, 2003                 [*]
         Handspring
         CDG2 Interoperability Lab Entrance (1st Lab)                              March 1, 2003                 [*]
         Carrier Certification Entrance (1st Carrier)                              April 1, 2003                 [*]
         PVT Module Hardware/Firmware Delivery and Acceptance by                     May 1, 2003                 [*]
         Handspring
</TABLE>

         By paying the development fees, Handspring also will receive the
         following pre-production units of the Product at no additional charge:

         EVT1 Modules           10 units
         EVT2 Modules           60 units
         DVT1 Modules          150 units
         DVT2 Modules           35 units

         Additional DVT1 or DVT2 units can be purchased by Handspring from
         AirPrime for $300.00 per unit.

         Handspring may purchase PVT units for a price of [*] per unit only if
         Handspring issues a Purchase Order calling for delivery of the first
         [*]Commercial Production units within fifteen (15) business days
         following the desired PVT delivery date, otherwise the price for any
         such PVT units shall be [*].

C.3      ADDITIONAL WORK FEES

         During the term of this Agreement, Handspring may desire to engage
         AirPrime to perform additional general support work not explicitly set
         forth in the SOW ("Additional Work"). In such cases, Handspring will
         issue a written request for such Additional Work to AirPrime. AirPrime
         agrees to consider such requests and provide written response to
         Handspring within five (5) days after receiving the request. Such
         response will indicate the total effort and schedule for completing the
         requested Additional Work. AirPrime retains sole option to deny such
         requests from Handspring but will not do so unreasonably.

         For all Additional Work requested and approved by Handspring,
         Handspring agrees to pay AirPrime for the time spent performing such
         Additional Work at the rate of [*]per hour.



* Confidential treatment has been requested for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Such portions are omitted from this filing
and filed separately with the Securities and Exchange Commission.
<PAGE>
                  EXHIBIT D - AUTHORIZED MANUFACTURING PARTNER

This Exhibit contains the complete list of Authorized Manufacturing Partners
designated by Handspring according to this Agreement:

Company:          Solectron (de Mexico)
Address:          Prol. Av. Lopez Mateos Sur No 2915
                  Tlajomulco de Zuniga, Jalisco, Mexico
Contact:          Name:  Manuel Ochoa
                  Phone:  011-52333-818-4200
                  Fax:  011-52333-818-5234
                  E-mail: manuelochoa@slr.com
<PAGE>
                            HANDSPRING ROBIN PROGRAM

                             STATEMENT OF WORK (SOW)

                              V0.7 AUGUST 22, 2002

      [*]







   * Confidential treatment has been requested for certain portions of this
   document pursuant to an application for confidential treatment sent to the
   Securities and Exchange Commission. Such portions are omitted from this
   filing and filed separately with the Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
