We expect that we will compete primarily on the basis of price, time to
market, functionality, quality and breadth of product and service offerings.
Our current and potential competitors include the following:
 
  . Wireless equipment manufacturers, such as Ericsson and Nokia;
 
  . Microsoft;
 
  . Wireless Knowledge, a joint venture of Microsoft and Qualcomm;
 
  . Systems integrators, such as CMG plc and APiON Ltd., and software
    companies, such as Oracle Corporation;
 
  . Wireless network operators, such as NTT DoCoMo; and
 
  . Providers of Internet software applications and content, electronic
    messaging applications and personal information management software
    solutions.
 
   In particular, Microsoft Corporation has announced its intention to
introduce products and services that may compete directly with our UP.Link,
UP.Browser and UP.Application products. In addition, Microsoft has announced
that it intends to enable its Windows CE operating system to run on wireless
handheld devices, including wireless telephones, and to develop and market its
own browser for these devices. Many of our existing competitors, as well as
potential competitors, have substantially greater financial, technical,
marketing and distribution resources than we do.
 
   As we enter new markets and introduce new services, such as the MyPhone
service, we will face additional competitors. These competitors may include
telecommunications companies such as Lucent Technologies, traditional Internet
portals such as AOL, InfoSpace, Microsoft and Yahoo!, Internet infrastructure
software companies and several private mobile Internet portal companies. See
"Business--Competition."