TECHNOLOGY LICENSE AGREEMENT
THIS TECHNOLOGY LICENSE AGREEMENT made and entered into at Austin, Texas, effective this 30th
day of April, 2001, by and between Direct Wireless Corporation, a corporation organized under the laws of the
State of Texas with its principal place business at 106 E. 6th Street, Suite 650, Austin, Texas 78701 (hereafter
referred to as "Licensor") and the Direct Wireless Communications, Inc., a Texas corporation with its principal
place of business at 106 E. 6th Street, Suite 645, Austin, Texas 78701 (hereafter referred to as "Licensee").
WHEREAS, LICENSOR is the owner of all right, title and interest in and to certain wireless communications
technology more fully described herein (hereafter the Technology), and
WHEREAS, LICENSOR intends to further develop the Technology, including (but not be limited to) additions,
modifications and enhancements of the Technology, trade secrets, know-how, technical information and
WHEREAS, LICENSEE desires to license directly from LICENSOR the Technology in and for the continental
NOW, THEREFORE, for and in consideration of the faithful performance of the covenants, and obligations
contained herein by the parties hereto, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
General Definitions and Relationships among Definitions
The terms contained in this Agreement shall have the meaning set forth in this Article 1.
1.01 LICENSOR and LICENSEE are hereunder commonly referred to as "parties" (in singular and plural usage,
as required by the context).
1.02 LICENSED TECHNOLOGY shall mean and include all licensed KNOW-HOW, TRADE SECRETS,
LICENSED PATENTS, PATENT RIGHTS, IMPROVEMENTS, LICENSED PRODUCTS, LICENSED
COMMUNICATIONS PROTOCOLS AND LICENSED METHODS.
1.03 KNOW-HOW shall mean the engineering, design, and operational techniques possessed by LICENSOR