SIERRA WIRELESS SOFTWARE

END-USER LICENSE AGREEMENT

ATTENTION: CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE "YES" BUTTON OR BY

INSTALLING THIS SOFTWARE, YOU INDICATE THAT YOU HAVE READ THIS AGREEMENT, HAVE THE
AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDERSTAND AND ACCEPT ALL THE TERMS AND
CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF YOU
DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, CLICK ON THE "NO" BUTTON AND
RETURN THE SOFTWARE COMPLETE WITH ALL PACKAGING AND ENCLOSED MATERIALS TO YOUR PLACE
OF PURCHASE, WITHIN 10 DAYS, FOR A FULL REFUND.

Sierra Wireless, Inc. ("Sierra Wireless") hereby grants to you a non-exclusive license to use the Sierra Wireless enabling software
solely with the Sierra Wireless product that you have purchased, subject to the provisions of this Agreement.

PERMITTED USES. You may use and display the Software on any single computer, provided the Software is in use on only one
computer at a time. If you have multiple Agreements for the Software, then you may have as many copies of the Software "in use" at
one time as you have Agreements. The Software is "in use" on a computer when it is installed into the temporary memory (i.e. RAM)
and is executing its normal operations on that computer. You may make one copy of the Software onto the hard disk of your
computer in support of your use of the Software on that computer. You must fully reproduce any copyright or other notice marked on
any part of the Software on the copy you make.

RESTRICTIONS ON USE. You may NOT: (a) use the Software or make copies of it or any part of it, other than as expressly
permitted in this Agreement; (b) publish or distribute works which contain excerpts from the Software; (c) publish or distribute all or
substantially all of the Software; (d) translate, reverse engineer, decompile or disassemble the Software or create derivative works
based on the Software; (e) modify the Software or merge or export all or any part of the Software into another program of Sierra
Wireless, yours or a third party; (f) rent, lease, sublicense or distribute rights to the Software, in whole or in part; or (g) remove any
proprietary notices or labels on the Software. You agree not to disclose the Software or such information to any third party without
Sierra Wireless' prior written consent. The restrictions in this section shall survive the termination or expiry of this Agreement.

TRANSFER. You may transfer your rights under this License Agreement on a permanent basis provided you transfer all copies of
the Software and the accompanying Sierra Wireless product you have purchased, and the recipient agrees to the provisions of this
Agreement. Any transfer must include the most recent upgrade and all prior versions with which you have been supplied.

OWNERSHIP. The Software is protected by Canadian and international copyright and intellectual property laws. All rights to the
Software are owned by Sierra Wireless or its affiliates and suppliers and Sierra Wireless, its affiliates and suppliers, retain all rights in
and to the Software including, without limitation, the source code, object code, and any related information. By acquiring this
Software, you do not become the owner of the Software but are entitled only to use the Software in accordance with the provisions of
this Agreement. This section shall survive the termination or expiry of this Agreement.

LIMITED WARRANTY. Sierra Wireless warrants that: (a) the tangible media on which the Software is recorded will be free from
defects in materials and workmanship under normal use; and (b) the Software will substantially perform, in all material respects, in
accordance with its end-user documentation (collectively the “Warranty”). The Warranty will terminate at the same time as the
limited warranty of the Sierra Wireless product on which you use the Software. Sierra Wireless' entire liability and your exclusive
remedy will be to repair or replace the media and Software not meeting the Warranty, if returned to Sierra Wireless or an authorized
Sierra Wireless representative, transportation charges prepaid, accompanied by written proof of purchase in the form of a bill of sale
or receipted invoice indicating that the Software was purchased by you and is within the Warranty period. Sierra Wireless will have
no responsibility to replace media and/or Software damaged by accident, abuse or misapplication or used in contravention of the
provisions of this Agreement. Any replacement Software will be warranted for the remainder of the original Warranty period.

EXCEPT AS SET OUT ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SIERRA WIRELESS
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS
OR IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABLE QUALITY
OR FITNESS FOR A PARTICULAR PURPOSE OR NO INFRINGEMENT. SIERRA WIRELESS DOES NOT WARRANT NOR
MAKE ANY CONDITION OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL
MEET THE REQUIREMENTS OF THE LICENSEE, THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE OR VIRUS FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
FURTHER, SIERRA WIRELESS DOES NOT WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS,
ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIERRA
WIRELESS OR OTHERS SHALL CREATE A WARRANTY, CONDITION OR REPRESENTATION OR IN ANY WAY
INCREASE THE SCOPE OF THE LIMITED WARRANTY.

INDEMNIFICATION. If the Software supplied by Sierra Wireless is found to infringe any third party patent, trade secret,
copyright, trademark or other proprietary right in any country where Software is supplied by Sierra Wireless and the use of the
Software is enjoined, Sierra Wireless will, at its sole option, either: (a) procure for you the right to use such Software; (b) modify such
Software so that it becomes non-infringing while giving equivalent functionality and performance; or (c) if neither of the foregoing
options is reasonably available, refund to you all amounts paid for the infringing Software (and if, as a result of the infringing
Software, you are unable to use the Sierra Wireless product with which the Software is used, then all amounts paid for such Product),
depreciated on a straight line basis over a three year period. Sierra Wireless will have no liability or obligation to you to the extent the
infringement is caused by, or based upon: (a) use of the Software in an application or environment or on a platform or with devices for
which the Software was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Software
not created by Sierra Wireless; (c) any third party defined feature that Sierra Wireless incorporates into the Software at the request of
such third party; or (d) your failure to install any corrections or enhancements made available by Sierra Wireless that maintain
equivalent or better functionality and performance, to the extent that such correction or enhancement would have avoided the
infringement claim. Sierra Wireless' obligations do not apply to any alleged infringement occurring after you have received written
notice of the alleged infringement.

THE FOREGOING IS IN LIEU OF ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,

WHICH ARE HEREBY DISCLAIMED, AND SETS FORTH SIERRA WIRELESS' ENTIRE LIABILITY FOR ANY
INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE.

LIMITATION OF LIABILITY. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THIS
SOFTWARE IS ASSUMED BY YOU. NEITHER SIERRA WIRELESS NOR ITS AFFILIATES, DISTRIBUTORS,
RESELLERS, SUPPLIERS, AGENTS, OFFICERS AND DIRECTORS SHALL HAVE ANY LIABILITY TO YOU OR TO
ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES HOWSOEVER CAUSED INCLUDING, BUT NOT LIMITED
TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY
DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, DAMAGES TO
PROPERTY OR PERSONS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN
IF SIERRA WIRELESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE
FORESEEABLE, OR FOR CLAIMS BY ANY THIRD PARTY. SIERRA WIRELESS’ MAXIMUM AGGREGATE
LIABILITY AND THAT OF ITS AFFILIATES, DISTRIBUTORS, RESELLERS, SUPPLIERS, AGENTS, OFFICERS AND
DIRECTORS TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THE
LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH, DEFAULT,
NONPERFORMANCE OR FAILURE IS A BREACH OF FUNDAMENTAL CONDITION OR TERM, OR A
FUNDAMENTAL BREACH. This section shall survive the termination or expiry of this Agreement.

TERM. This Agreement shall continue for as long as you, or any person to whom you have transferred your rights or obligations
under this Agreement, use this Software in accordance with the provisions of this Agreement.

GENERAL. This Agreement is the entire agreement with respect to this Software and supersedes any other agreements or
discussions, oral or written. This Agreement may not be changed except by a written amendment signed by you and Sierra Wireless.
No provisions of this Agreement may be waived except in writing by the party giving the waiver. Only a signing officer of Sierra
Wireless has the authority on its behalf to change or waive this Agreement.

If any provision or term of these terms and conditions is determined to be invalid or unenforceable, the invalidity or unenforceability
of that provision or term will not affect the validity or enforceability of the remaining provisions and terms or the validity or
enforceability of that provision or term in any other jurisdiction.

This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia, Canada. If any
provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions
shall be severed from the Agreement and the other provisions shall remain in full force and effect.

2130036 rev 3.1 (2007 October)