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AMENDMENT NO. 1 TO RESEARCH, DEVELOPMENT AND DISTRIBUTION AGREEMENT This Amendment No. 1 to Research, Development and Distribution Agreement (the "Amendment No. 1") amends that certain Research, Development and Distribution Agreement (the "Agreement") dated as of February 7, 1998 and is entered into by and between NeoPoint, Inc., a California corporation F/K/A Innovative Global Solution, Inc. ("NeoPoint") and LG Information & Communications, Ltd., a Korean corporation, and assignee of LG Electronics, Inc.'s interests in the Agreement ("LGIC"). This Amendment is entered into as of September 1, 1999. The parties hereby agree to amend the Agreement, as follows: 1. Section 1.8 "IGS Improvements" is hereby deleted in its entirety and replaced with the following: 1.8 "NeoPoint Improvements" shall mean * * *. --------------------- 2. Section 1.12 "LGE Improvements" is hereby deleted in its entirety and replaced with the following: 1.12 LGIC Improvements shall mean * * *. ----------------- 3. Section 1.10 "Improvements" is hereby deleted in its entirety and replaced ------------ with the following: 1.10 "Improvements" shall mean any and all new releases and new versions ------------ of modifications, alterations, adaptations, translations, enhancements and additions to the Products, together with all patent, copyright, trademark, trade secret or other intellectual or industrial property rights comprising or incorporated therein. 4. Section 1.16 "Products" is hereby deleted in its entirety and replaced with -------- the following: 1.16 "Products" shall mean either a NeoPoint 1000, NeoPoint 1600 or -------- NeoPoint 2000 (1000x) Class 1 wireless telecommunications product using code division multiple access ("CDMA") technology as more particularly described on Exhibit A hereto. - --------- * Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. 5. Section 4.3 "Jointly Developed Technology" is hereby deleted in its ---------------------------- entirety and replaced with the following: 4.3 "Jointly Developed Technology". The parties acknowledge that as of ---------------------------- the effective date of Amendment No.1 there has not been any Jointly Developed Technology, but that during the course of development of the Products, there may be Jointly Developed Technology. At any time a party decides to develop any new technology that may be considered Jointly Developed Technology, it shall provide to the other party written notice describing in sufficient detail the proposed development. The other party shall have thirty (30) days from receipt of such notice to consider the proposal. If acceptable to the party receiving notice, the parties agree the Jointly Developed Technology shall be owned jointly by NeoPoint and LGIC, each party having an equal and undivided one half (1/2) interest therein. Unless specifically proposed and agreed to, there shall be no Jointly Developed Technology pursuant to the Agreement, including the development and manufacture of Products. 6. The last sentence of Section 5.1.1 is hereby deleted in its entirety and replaced with the following: 5.1.1 LGIC Technology. * * * LGIC hereby grants to Company a world wide, --------------- non-exclusive license to use the LGIC Technology and LGIC Improvements for the purposes of and during the term of this Agreement. Subject to the provisions of this Section 5.1.1 and Section 12.12 below, the Company shall not sell, assign, transfer, lease, sublease or sublicense the use of the LGIC Technology and LGIC Improvements or any interest therein, without the prior written consent of LGIC, which consent may be withheld in LGIC's sole discretion. Nothing in the preceding two sentences shall preclude NeoPoint from selling and marketing Products to NeoPoint's distributors, carriers, dealers and end-user customers, except in the Republic of Korea. 7. Section 5.1.2 (iii) is hereby deleted in its entirety and replaced with the following: 5.1.2 "(iii) so long as the Company is not dissolved by operation of law." 8. Section 5.2 (a) is deleted in its entirety and replaced with the following: 5.2 "(a) an exclusive license in the Republic of Korea; and" 9. Sections 5.2 (i) and (ii) are hereby deleted in their entirety and replaced with the following: 5.2 "(a) an exclusive license in the Republic of Korea; and" 10. Section 5.3.1 (i) is deleted in its entirety and replaced with the following: 5.3.1 "(i) the Company will have the exclusive right to Distribute the Products (as defined herein) and Class 2 and Class 3 CDMA wireless telecommunications * Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. products, as described on Exhibit A to cellular and PCS operators and service providers in the United States;" 11. Section 5.3.1 (ii) is deleted in its entirety and replaced with the following: 5.3.1 "(ii) LGIC shall have the exclusive right to Distribute Products (as defined herein) and the Class 2 and Class 3 CDMA wireless telecommunications products, as described on Exhibit A, in the Republic of Korea; and" 12. Section 5.4.1 is deleted in its entirety and replaced with the following: 5.4.1 "Exclusive Manufacturer and Supplier. LGIC shall be the exclusive ----------------------------------- manufacturer and supplier of the NeoPoint 1000, NeoPoint 1600 and NeoPoint 2000 (1000x) Products to Company and its affiliates and Company and its affiliates shall not manufacture such Products or have such Products manufactured by a third party. LGIC shall manufacture the Products, or (at LGIC's option) arrange for the manufacture of such Products by third parties as subcontractors of LGIC, for the Company. Such manufacturing shall be in accordance with mutually agreed commercial terms, which will include (i) forecasting requirements covering the succeeding three quarters and firm orders for the succeeding first quarter delivered to LGIC at the commencement of each fiscal quarter (ii) prices for such Products which reflect the elements mentioned in Section 5.4.3 below, and LGIC delivery and performance obligations. Such terms may also include different or additional provisions, to the extent not inconsistent herewith, relating to damages and other liabilities in connection with the Product(s) manufactured by LGIC, including among other things, limitations of liability. 13. A new Section 5.4.5 is hereby added as follows: "5.4.5. Manufacture of the Products. LGIC shall continue to use best --------------------------- efforts to timely manufacture the NeoPoint 1000, 1600 and 2000 (1000x) Products. Company will receive top priority in terms of availability of such Products and availability of production capacity to the exclusion of all third parties." 14. * * * 15. * * * 16. Exhibit A entitled "Product Statement of Work" is hereby deleted and replaced in its entirety by that new Exhibit A entitled "Product Statement of Work" attached to this Amendment No. 1, and incorporated herein by reference. 17. Exhibit E entitled "Territories" is hereby deleted and replaced in its entirety by that new Exhibit E entitled "Territories" attached to this Amendment No. 1, and incorporated herein by reference. * Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. 18. Notwithstanding anything in this Amendment No. 1 to the contrary, this Amendment No. 1 shall only take effect upon the closing of NeoPoint's planned Series C Preferred Stock offering (the "Effective Date"). 19. References to Company or IGS in the Agreement shall be deemed to refer to NeoPoint and references to LGE in the Agreement shall be deemed to refer to LGIC. This Amendment No. 1 completely and exclusively states the terms of this Amendment and it supersedes all prior proposals, oral or written regarding its subject matter. Except as expressly set forth in this Amendment No. 1, all other provisions of the Agreement shall remain in full force and effect. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. IN WITNESS WHEREOF, this Amendment No. 1 shall be effective as of the Effective Date written above. NeoPoint, Inc. LG Information & Communications, Ltd. By: ___________________________ By: _____________________________ Name: _________________________ Name: ___________________________ Title: ________________________ Title: __________________________ EXHIBIT A PRODUCT STATEMENT OF WORK 1. Product Descriptions. -------------------- "Products" as defined in the Agreement shall mean the NeoPoint 1000, NeoPoint 1600 and NeoPoint 2000 (1000x) Class 1 CDMA phones developed by NeoPoint, but shall not include Class 2 or Class 3 products as hereinafter defined. 1.1 Class 1 products: Bitmapped Display (160x120), min 65 DPI with 11 lines and 24 chars horizontal Unibody only Data capability PC Sync UP Communicator 7.2 volt Battery (Dual Cell) Single Mode PCS 1.2 Class 2 products: (Includes most or all of the following) Bitmapped Display Unibody or Clamshell Packet Data capability PC Sync and OTA Sync UP Communicator Stylus pen input API for wireless application development Local applications (i.e., email client) ARM based processor 3.6 Volt Battery (Single Cell) Dual Mode (CDMA/AMPS) 1.3 Class 3 products: (Includes most or all of the following) Java Capability Bitmapped Display Clamshell or Unibody High Data Rate (56k or higher) PC Sync and OTA Sync Stylus pen input (Option) Voice Command and Synthesis 2. Functional Specification ------------------------ 2.1 Standards Compliance a) Shall interoperate with Motorola, Nortel, Lucent, Qualcomm, LGIC and Samsung infrastructure equipment. b) Class 1 shall adhere to the following standards: - ANSI J-STD-008 : Air Interface Standard for PCS - ANSI J-SRD-018 : RF Performance Standard for PCS - CDG Ref Doc # 27 : High Speed Speech Service Option for Wideband Spread Spectrum Communication System (WSSCS) - TIA/EIA IS-96A : Speech Service Option 1 for WSSCS - TIA/EIA IS-126A : Mobile Service Loopback Service Option - IS-637 : Short Message Service - IS-707 : Circuit and Packet Switched Data (formerly IS-99 and IS-657) - IS-683 : Over the Air Service Provisioning and Enhanced Roaming 2.2 System Requirements a) For PCS Smart Phone: - Transmit Freq : 1850-1909.95 MHz - Receive Freq : 1930-1989.95 MHz b) Maximum RF Transmit Power : 200 mW (23dBm) c) Voice Vocoder Rates: - 8kbps and EVRC - PureVoice TM 13kbps d) Data Capabilities EXHIBIT E Territories 1. For exclusive license purposes, Republic of Korea. 2. For non-exclusive licenses; all countries outside the United States and Korea.