Amendment No. 1 To The Software License

EXHIBIT 10.14


AMENDMENT NO. 1

TO THE

SOFTWARE LICENSE AGREEMENT FOR PALM OS SOFTWARE


This Amendment No. 1 to the Software License Agreement for Palm OS Software (the " Amendment") is entered into by and between PalmSource, Inc., a Delaware corporation (" PalmSource"), Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands (" Palm Cayman") and AlphaSmart, Inc. (" Licensee"), a California corporation with a place of business at 20400 Stevens Creek Blvd. Suite 300, Cupertino, CA 95014. The effective date of this Amendment shall be June 14, 2002 (" Amendment Effective Date").


RECITALS

A. Effective June 29, 2001, Palm, Inc. ("Palm"), Palm Ireland investment, a company organized and existing under the laws of the Republic of Ireland ("Palm Ireland") and Licensee entered into that certain Software License Agreement for Palm OS Software (the "Agreement").

B. Effective December 3, 2001, Palm separated the assets of its operating system platform business into wholly owned subsidiaries, PalmSource and PalmSource Cayman. In furtherance thereof, (1) Palm assigned, and PalmSource assumed, Palm's rights and obligations under the Agreement and (2) Palm Ireland assigned, and PalmSource Cayman assumed, Palm Ireland's rights and obligations under the Agreement.


C. The parties desire to amend the Agreement to reflect the foregoing and the additional terms set forth in this Amendment.

D. All capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.

The parties hereby amend the Agreement as follows:

1. Assignment; References

1.1 Licensee acknowledges that effective December 3, 2001(i) Palm assigned, and PalmSource assumed, Palm's rights and obligations under the Agreement, and (ii) Palm Ireland assigned, and PalmSource Cayman assumed, Palm Ireland's rights and obligations under the Agreement.

1.2 Exhibit C is deleted in its entirety and replaced with Attachment C-1 (PalmSource Trademark Policy Guidelines), attached to this Amendment.


1.3 Except with respect to Exhibit C (PalmSource Trademark Policy Guidelines), and except as provided in Section 1.4 below, all references to "Palm, Inc." in the Agreement are deleted and replaced with "PalmSource, Inc." all references to "Palm" in the Agreement are deleted and replaced with "PalmSource."

1.4 All references to "Palm Ireland Investment, a company organized and existing; under the laws of the Republic of Ireland" in the Agreement are deleted and replaced with "Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands" all references to "Palm Ireland" in the Agreement are deleted and replaced with PalmSource Cayman.

2. Section 1.18, "PalmSource Software" . Section 1.18 is deleted in its entirety and replaced with the following:


"" PalmSource Software" means the items described in Section A.1 through A.1.7 of Exhibit A (PalmSource Deliverables), which may be updated by PalmSource from time to time. All PalmSource Software shall be provided in object code format only, except as may be agreed by the parties in writing or as otherwise set forth in this Agreement. PalmSource Software includes any Updates, Upgrades or New Versions of any of the foregoing that are delivered by PalmSource to Licensee hereunder; provided however, PalmSource shall not be obligated to delivery any Updates, Upgrades or New Versions except as expressly set forth in Section 6.1 below."


3. New Section 1.25, "PalmSource E-Reader Basic" . Immediately after Section 1.24 of the Agreement, insert the following:


""1.25 PalmSource E-Reader Basic" means version 1.1 of PalmSource's "Palm Reader Basic," as described in Section A.1.7 of Exhibit A (PalmSource Deliverables). The PalmSource E-Reader Basic shall be provided in object code format only. In no event shall PalmSource E-Reader Basic include PalmSource E-Reader Pro or any Updates, Upgrades or New ...