AMENDED AND RESTATED LICENSE AGREEMENT

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

THIS AMENDED AND RESTATED LICENSE AGREEMENT , collectively referencing that certain prior license agreement entered as of August 20, 1999, and as amended, by and between STI and Locate Networks, Inc. (the “ Agreement ”) is made and entered into as of January 16, 2006 (the “ Effective Date ”) by and between SnapTrack, Inc. (“ STI ” or “ SnapTrack ”), a California corporation with its registered business office at 5775 Morehouse Drive, San Diego, California 92121, and Trace Technologies L.L.C., (“ Trace ”), a Nevada limited liability company with its principal place of business located at 4538 South 140 ^th Street, Omaha, Nebraska 68137. STI and Trace may individually be referred to as a “party” and collectively as the “parties” in this Agreement. Except as is expressly and otherwise provided herein, this Agreement supersedes and replaces as of and after the Effective Date the prior License Agreement made and entered as of August 20, 1999, as amended, by and between STI and Trace Technologies L.L.C., as successor-in-interest to substantially all of the assets of Locate Networks, Inc. (the “ Prior License ”).

WHEREAS , Trace is in the business of designing, developing, marketing and selling proprietary wireless communication devices, including a location pager device for use and operation on ReFLEX networks, in conjunction with related location services.

WHEREAS , STI is developing software and related technology based on its proprietary Assisted Global Positioning System (“ A-GPS ”) technology.

WHEREAS , as part of the acquisition by Trace of substantially all of the assets of Locate Networks, Inc. on June 1, 2004, the License Agreement that was made and entered as of August 20, 1999, as amended, by and between STI and Locate Networks, Inc., was assigned by Locate Networks, Inc. to Trace as the successor-in-interest to substantially all of the assets of Locate Networks, Inc.

WHEREAS , the parties desire to further delineate and set forth the terms and conditions under which Trace will continue to: (i) license the use of STI’s A-GPS Software to design, develop, market and sell such wireless communication devices for use in performing paging operations on ReFLEX networks, and (ii) obtain from STI maintenance and technical support and engineering services for the STI Server Software in connection with its use with such wireless communication devices.

NOW, THEREFORE,  in consideration of the agreements contained herein and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.   Definitions . As used herein:

“ Affiliate ” means any entity that controls, is controlled by, or under common control with a party, where “control” means the direct or indirect beneficial ownership of more than fifty percent (50%) of the outstanding voting interests of such entity (but only so long as such entity meets these requirements).

“ Authorized Distributors ” means third parties authorized by Trace, pursuant to a written agreement between Trace and such third party, to distribute Wireless Devices.

“ Authorized Licensee ” means any person or entity to which STI has licensed for distribution to third parties the Client Program under a written license agreement with STI.

“ Authorized Manufacturers ” means third parties that manufacture Wireless Devices on behalf of Trace.

“ Authorized Service Centers ” means third parties that install and host the Server Software on servers for the benefit of Trace and in accordance with the provisions of Section 2(b).

“ Client Program ” means, in object code format only, the STI software, logic designs, and net lists that were or are provided by STI to an Authorized Licensee and, when installed in the Wireless Device, help analyze GPS data and enable communications between the Wireless Device and the Server Software to provide position location information to Subscribers.

“ Client Software ” means, in object code format only, the STI software, logic designs, and net lists that were provided by STI to Trace on or prior to the Effective Date and accepted by Trace and, when installed in the Wireless Device, help analyze GPS data and enable communications between the Wireless Device and the Server Software to provide position location information to Subscribers.

“ Client Technology ” shall mean that certain client software described on Exhibit B .

“ Communications Interface Protocol ” means the detailed STI protocol which defines the way the Client Software or Client Program interacts with the Server Software, as modified from time to time by STI upon written notice to Trace.

“ Confidential Information ” of a party means any information disclosed by that party to the other party pursuant to this Agreement which is in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure. Notwithstanding the foregoing, (i) all information STI provides to Trace that relates to the Software or the Engineering Services shall be deemed STI’s Confidential Information, and (ii) all information Trace provides to STI that relates to the Wireless Device, Wireless Services or other Trace products or services shall be deemed Trace’s Confidential Information.

“ DSP ” means a digital signal processor.

“ DSP Implementation ” means an implementation of Client Software which (a) includes a DSP, (b) fully conforms to the Communications Interface Protocol, and (c) requires the use of the Server Software on a server that is remote from a Wireless Device.

“ End User ” means any third party, including but not limited to a Subscriber, which obtains a Wireless Device solely for its own personal or business use and not for further commercial distribution or resale.

“ End User License ” means an end user license agreement which contains, among others, the end user restrictions set forth on Exhibit A .

“ Enhancements ” means accuracy improvements, speed improvements, and/or the addition of new functionality to the Server Software, but excluding any New Implementations. For purposes of interpretation of this Agreement, “improvements” shall include bug fixes, error corrections, and minor new releases signified by an increase in the number to the right of the decimal point of the Server Software, but shall exclude New Implementations.

“ Engineering Services ” means technical training, design consulting, document creation, implementation, testing, and engineering development services that STI may provide under this Agreement, including, without limitation, such services that STI may provide in accordance with Section 4(b) below.

“ First Level Technical Support ” means support which Trace will provide directly to End Users, Authorized Distributors, Authorized Service Centers, and Authorized Manufacturers, including, without limitation, answering questions, resolving technical difficulties related to the Wireless Devices and Wireless Services that Trace is capable of resolving without the assistance of STI, and providing on-site technical support to Authorized Distributors, Authorized Service Centers, and Authorized Manufacturers.

“ Intellectual Property Rights ” means any trade secrets, patents, copyrights, trademarks, know-how, moral rights and other intellectual property rights existing under the laws of any governmental authority, domestic or foreign including all applications and registrations relating to any of the foregoing.

“ MMGPS Implementation ” means an implementation of a Client Program which (a) is based on Verilog RTL core receiver position engine software, (b) fully conforms to the Communications Interface Protocol, and (c) requires the use of the Server Software on a server that is remote from a Wireless Device.

“ Necessary IP ” means all patent and patent application entitled to an effective filing date occurring at any time prior to the expiration or earlier termination of this Agreement and which are essential or useful to the development, manufacture, use, sale, importation, disposal or distribution of licenses or other rights to the Software or a Client Program in order to comply with the location services portion of the specifications of any wireless communications standard adopted for any air interface anywhere in the world.

“ New Implementations ” means a new major release of the Server Software, signified by an increase in the number to the left of the decimal point, that incorporates significant new functionality, new methods, or new techniques of implementing STI’s A-GPS or other technology within the Server Software and which STI may develop and offer to its server licensees for use in the performance of assisted position location determination. New Implementations may be subject to incremental fees and/or modified support terms.

“ Project Plan ” means the project plan, set forth on Exhibit B of the Prior License, which establishes a timetable for the parties to develop detailed specifications, resource requirements, schedules, and milestones related to the integration of the Software into Wireless Devices.

“ Server Software ” means, in object code format only, STI location server software that (a) is installed on a server that is remote from the Wireless Devices, (b) assists in determining the location of the Wireless Devices, and (c) communicates with Wireless Devices using the Communications Interface Protocol.

“ Software ” means the Client Software, Server Software, and WARN Software.

“ Subscriber ” means a person who obtains a Wireless Device and who has authorized access to the Wireless Service.

“ WARN ” means the wide area reference network of A-GPS receivers which provide satellite information and differential corrections for a wide geographic area.

“ WARN Software ” means STI wide area reference network software, in object code format only, which manages and consolidates data from a wide area network for use by the Server Software.

“ Wireless Device ” means a paging device (i) on which the DSP Implementation of the Client Software or the MMGPS Implementation of the Client Program is installed, and (ii) which (a) communicates with the server on which the Server Software is installed via the Wireless Network to transmit position location data or assistance information to and/or from such paging device and (b) is not capable of transmitting or receiving voice data or voice communications.

“ Wireless Network ” means the two-way paging ReFLEX networks.

“ Wireless Service ” means wireless location services, which in any way incorporate the Software or utilize output of the Software to offer location dependent applications or data to Subscribers, and which Trace offers through the Wireless Network.

2.   License Rights  

(a)   Client Software License . Subject to the terms, conditions, and restrictions of this Agreement, without the right to sublicense except as explicitly set forth herein, STI hereby grants to Trace a nonexclusive, perpetual, irrevocable, nontransferable (except as set forth in Section 14(b)) license under STI’s Intellectual Property Rights in the DSP Implementation of the Client Software, to (i) modify the Client Software only as necessary to integrate the Client Software with the Wireless Devices, provided that such changes do not alter the core functionality of the Client Software, (ii) make (or have made by Authorized Manufacturer(s) only) and sell (either directly or through Authorized Distributors) Wireless Devices, (iii) sublicense to End Users the right to use the Client Software as embedded on the Wireless Devices, (iv) use the Client Software solely as is necessary to provide First Level Technical Support, and (v) sublicense to third parties the right to modify the Client Software only as necessary to integrate the Client Software with the Wireless Devices, provided that such changes do not alter the core functionality of the Client Software, and further provided that such third party signs an agreement with Trace which contains terms substantially similar to those set forth on Exhibit C .

(b)   Server Software License . Subject to the terms, conditions, and restrictions of this Agreement, STI hereby grants Trace a nonexclusive, perpetual, irrevocable, nontransferable (except as set forth in Section 14(b)) license, without the rights to sublicense except as explicitly set forth herein, under STI’s Intellectual Property Rights in the Server Software, to (i) internally test and develop Wireless Devices for use with the Server Software, (ii) sublicense to Authorized Service Centers only the right to install, host and use internally the Server Software on servers owned and controlled by Trace or such Authorized Service Centers solely as is necessary to enable Trace to provide Wireless Services for use on or with Wireless Devices to Subscribers, and (iii) use internally the Server Software solely as is necessary to provide First Level Technical Support.

(c)   Trademarks . Subject to the terms, conditions and restrictions of this Agreement, STI hereby provides on behalf of QUALCOMM Incorporated the right to use the QPoint Ô trademark of QUALCOMM Incorporated subject to and in accordance with the provisions contained in Exhibit D to this Agreement.  

(d)   Reserved Rights and Restrictions . Except for the limited rights and licenses granted to Trace under this Agreement, STI retains all STI right, title, and interest in and to the Software and all copies thereof, and all STI Intellectual Property Rights related thereto. Trace will not, and is not licensed to (i) use the Server Software with software (other than the Client Software) which has functionality similar to the functionality of the Client Software, or (ii) use the Client Software with software (other than the Server Software) which has functionality similar to the functionality of the Server Software. Except as explicitly set forth in this Section 2, Trace shall not, directly or through any person or entity, in any form or manner, copy, distribute, reproduce, incorporate, modify, create future derivative works of, use or allow access to the Software or decompile, reverse engineer, reverse translate, disassemble or otherwise attempt to derive source code from the Software.

(e) ***

(f)   Backup Copies . Trace may make and maintain a copy of the Software in machine-readable, object code format, and a copy of the related documentation, solely for nonproductive backup purposes.

3.   Trace Responsibilities

(a)   Marketing . Trace shall use commercially reasonable efforts to market, promote, and distribute the Wireless Devices and to market and promote the Wireless Service.

(b)   End User Licensing . Trace will include a copy of an End User License with each Wireless Device sold to End Users.

(c)   Authorized Manufacturers, Service Centers, and Distributors . Trace will not sublicense the Server Software to an Authorized Service Center, or the Client Software to an Authorized Manufacturer, without the prior written consent of STI, which consent shall not be unreasonably withheld or delayed; provided, that such consent shall not be required for Authorized Service Centers or Authorized Manufacturers located in the United States, Canada, or the European Union. Trace shall (i) ensure that each Authorized Manufacturer, Authorized Service Center, and Authorized Distributor acknowledges in writing, adheres to, and does not perform any act inconsistent with, the terms and conditions of this Agreement, (ii) use commercially reasonable efforts to ensure that Authorized Manufacturers, Authorized Service Centers, and Authorized Distributors do not reverse engineer, decompile, disassemble, or modify the Software, and (iii) execute a non-disclosure agreement at least as protective of STI as the provisions of Section 9 of this Agreement prior to discussing or sublicensing the Client Software to Authorized Manufacturers or the Server Software to Authorized Service Centers.

(d)   Non-Use of Open Source . Neither Trace nor any Authorized Service Centers shall incorporate, link, distribute or use any third party software or code in conjunction with any Software in such a way that: (i) creates, purports to create or has the potential to create, obligations with respect to the Software, including, without limitation, the distribution or disclosure of any source code; or (ii) grants, purports to grant, or has the potential to grant to any third party any rights to or immunities under any of STI’s Intellectual Property Rights, including, without limitation, any rights which may exist in or relate to the Software. Without limiting the generality of the foregoing, Trace shall not incorporate, link, distribute or use the Software with any code or software licensed under the GNU General Public License (“GPL”), Lesser General Public License (“LGPL”), Mozilla, and/or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Software (or any modifications, enhancements or revisions thereto) to become subject to the terms of the GPL, LGPL, Mozilla and/or such other open source license. Trace shall also cause each of its Authorized Service Centers to agree and covenant in writing not to incorporate, link, distribute or use the Software with any code or software licensed under the GPL, LGPL, Mozilla, and/or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Software (or any modifications, enhancements or revisions thereto) to become subject to the terms of the GPL, LGPL, Mozilla and/or such other open source license, and to recognize SnapTrack as an intended third party beneficiary of this obligation with the right to enforce such obligation against such Authorized Service Centers.

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***   Confidential material redacted and filed separately with the Commission

4.   STI Responsibilities

(a)   Delivery of Software . Trace acknowledges and agrees that STI has fulfilled all of its obligations as of the Effective Date to deliver the Software deliverables set forth on Exhibit E to Trace. Upon written request by Trace, STI will provide Trace during the term of this Agreement with (i) any Enhancements to the Server Software that STI may make available to its other server licensees, subject to the payment by Trace of amounts due under this Agreement for such Enhancements, and (ii) any New Implementations of the Server Software that STI may make available to any of its licensees, subject to the payment by Trace of any incremental fees and/or agreement to any modified support and/or other terms applicable generally to licensees receiving such New Implementations.

(b)   Engineering Services . From time to time, Trace may propose in writing to STI Engineering Services which Trace desires STI to provide to Trace. Such proposal will contain detailed specifications of the Engineering Services, which Trace desires STI to provide. Within thirty (30) days after receiving such Trace proposal and if STI is willing to perform such engineering services, STI will inform Trace in writing of the terms, conditions and pricing under which STI will perform such Engineering Services, and will include estimates of STI’s time and materials rates, as well as travel expenses anticipated to be incurred with respect to the provision of such Engineering Services. If STI is willing to provide such Engineering Services to Trace, and Trace desires to acquire such Engineering Services, STI and Trace will mutually agree in writing upon the terms, conditions and pricing under which STI will provide such Engineering Services to Trace.

(c)   SnapWarn Service Feed . During the period in which STI has available to it access to A-GPS reference receiver network services from a third party for sale to other parties, and subject to the payment by Trace of all amounts due under this Agreement, STI will provide Trace with access to STI’s commercial, A-GPS reference receiver network services in North America for use with the Server Software that is licensed by STI to Trace under this Agreement (the “ SnapWarn Service Feed ”).

(d)   New Implementations . Trace acknowledges that STI may choose to seek and obtain additional fees and charges, or modified license or support terms, for the New Implementations that STI may develop. If STI develops any such New Implementations and chooses to make them available to any of STI’s other Server Software licensees, then STI will make such New Implementations available to Trace under this Agreement, subject, however, to the payment by Trace to STI, on a timely basis when due, of all then-current additional fees and charges which apply to such New Enhancements generally and the agreement by Trace to any modified license, support or other terms that apply to such New Enhancements generally. If any such New Enhancements are made available by STI to Trace, then they will be deemed to be part of the Software licensed to Trace under the license provisions in this Agreement.

5.   Prices and Payment

(a)   Fees . In consideration of STI’s delivery of the Software and provision of service and support as provided under this Agreement, Trace will pay STI the fees set forth on Exhibit F .

(b)   Late Payments . All amounts which Trace does not pay on a timely basis as required by this Agreement shall be subject to a late charge equal to one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law). In the event that any payment due hereunder is not received by STI within thirty (30) days of the date on which it is due as provided in Exhibit F , and STI has provided Trace notice and thirty (30) days to cure such deficiency and Trace has failed to do so, STI reserves the right to suspend performance until such delinquency is corrected.

(c)   Payment Method . All payments by Trace hereunder shall be made by wire transfer to such bank account as shall be designated by STI in writing.

(d)   Taxes . Trace will be responsible for the billing, collecting and remitting of sales, use, value added, and other comparable taxes reasonably determined by Trace to be due with respect to the sale or distribution of the Wireless Devices and/or the Wireless Services. STI shall not be liable for any taxes, including without limitation income taxes, withholdings, value added, franchise, gross receipts, sales, use property or similar taxes, duties, levies, fees, excises or tariffs incurred in connection with the development, manufacture, sale, or distribution of the Wireless Devices and/or the Wireless Services. Trace takes full responsibility for all such taxes, including penalties, interest and other additions thereon. Trace shall not be liable for any taxes, including without limitation income taxes, withholdings, value added, franchise, gross receipts, sales, use property or similar taxes, duties, levies, fees, excises or tariffs reasonably determined by STI to be due with respect to the license to Trace of the Client Software and Server Software hereunder, except to the extent such taxes, duties, levies, fees, excises or tariffs are incurred in connection with the development, manufacture, sale, or distribution of the Wireless Devices and/or the Wireless Services. STI takes full responsibility for all such taxes, including penalties, interest and other additions thereon.

(e)   Withholding Taxes . If, after a determination by foreign tax authorities, any taxes are required to be withheld on payments made by Trace to STI, Trace may deduct such taxes from the amount owed STI and pay them to the appropriate taxing authority; provided however, that Trace shall promptly secure and deliver to STI an official receipt for any such taxes withheld or other documents necessary to enable STI to claim a U.S. foreign tax credit, and further provided that Trace will promptly notify STI of and refund to STI the full amount of any reimbursements received by Trace for such taxes. Trace will use commercially reasonable efforts to ensure that any taxes withheld are minimized to the extent possible under applicable law. Notwithstanding the foregoing, if Trace should make any assignment of this Agreement to a foreign entity as set forth under Section 14(b), then all payments to STI under this Agreement shall be made by such entity without deduction or offset for any withholding taxes imposed by foreign tax authorities.

(f)   Reports . Within thirty (30) days after the end of each month during the term of this Agreement, Trace shall provide STI with reports of (i) the number of Wireless Devices sold by Trace or Authorized Distributors during such month, and (ii) the number of Subscribers who had authorized access to the Wireless Service at any time during such month.

(g)   Audit Rights . Trace shall maintain full and complete records of distribution of Wireless Devices and the provision of Wireless Service by Trace, including without limitation copies of the reports described in Section 5(f), for at least three (3) years after the termination or expiration of this Agreement. STI shall, at any time during the period when Trace is obliged to maintain such records, be entitled to audit such records, as well as the computers which track access to and usage of the Wireless Service by Subscribers, upon thirty (30) days written notice, in order to confirm the accuracy of the reports described in Section 5(f); provided, that STI may conduct no more than one such audit in any twelve (12) month period. Any such audit shall be performed at STI’s expense during normal business hours with a minimum of two (2) business days advance written notice, and shall be conducted in such a manner as not to unreasonably interfere with Trace’s normal business operations; provided, that the cost of such audit shall be promptly paid by Trace if such audit reveals an underpayment by Trace of more than five percent (5%) of the amounts payable by Trace to STI in any twelve (12)-month period.

6.   Intentionally Left Blank.

7.   Support

(a)   Warranty Support . STI shall provide warranty support during the Warranty Period directly to Trace as set forth in Section 11.

(b)   STI Technical Support to Trace . Subject to payment by Trace of all of the applicable then-current and mutually agreed upon fees and its compliance with all other material provisions of this Agreement, STI will provide to Trace technical support, and those Enhancements that STI normally provides to others in connection with such support, all in accordance with the provisions set forth on Exhibit G .

(c)   End User Support. Trace shall be responsible for all First Level Technical Support.

8.   Proprietary Rights

(a)   Retention of Ownership . Each party shall retain ownership of its respective Intellectual Property Rights that (i) its employees have developed or may in the future develop or (ii) it has acquired or will acquire in the future from others. *     Confidential material redacted and filed separately with the Commission **

(b)   Cross License Rights . Trace hereby grants, on behalf of itself and its Affiliates, to STI an irrevocable, perpetual, non-exclusive, royalty-free, fully paid-up, worldwide right and license under the Necessary IP of