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===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


For the month of,         March                                  2006
                          -----------------------------------   ---------------
Commission File Number    000-29898
                          -----------------------------------   ---------------

                           Research In Motion Limited
-------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

              295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40F:

           Form 20-F                     Form 40-F      X
                     ----------------                ----------------

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):

     Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

           Yes                           No  X
                ------------------          ------------------

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________




===============================================================================


<PAGE>


                   DOCUMENTS INCLUDED AS PART OF THIS REPORT


     Document

         1     Material change report, dated March 10, 2006.
         2     Settlement agreement, dated March 3, 2006.
         3     License agreement, dated March 3, 2006.


This Report on Form 6-K is incorporated by reference into: (i) the Registration
Statement on Form S-8 of the Registrant, which was originally filed with the
Securities and Exchange Commission on March 28, 2002 (File No. 333-85294); and
(ii) the Registration Statement on Form S-8 of the Registrant, which was
originally filed with the Securities and Exchange Commission on October 21, 2002
(File No. 333-100684).



<PAGE>


                                                                      DOCUMENT 1






                                 FORM 51-102F3

                            MATERIAL CHANGE REPORT


1.       Name and Address of Company

         Research In Motion Limited (the "Company" or "RIM")
         295 Phillip Street
         Waterloo, Ontario
         N2L 3W8

2.       Date of Material Change

         March 3, 2006.

3.       News Release

         A news release was issued in Waterloo, Ontario on March 3, 2006
         through the newswire services of CCN Matthews and BusinessWire and
         is annexed hereto as Schedule "A".

4.       Summary of Material Change

         RIM and NTP, Inc. ("NTP") announced on March 3, 2006 that they have
         signed definitive licensing and settlement agreements. All terms of
         the agreements have been finalized and the litigation against RIM by
         NTP was dismissed by court order on March 3, 2006. The agreements
         eliminated the need for any further court proceedings or decisions
         relating to damages or injunctive relief.

         RIM paid NTP on March 3, 2006 U.S.$612.5 million in full and final
         settlement of all claims against RIM, as well as for a perpetual,
         fully-paid up license going forward. This amount included money
         already escrowed by RIM to date.


5.       Full Description of Material Change

         RIM and NTP announced on March 3, 2006 that they have signed
         definitive licensing and settlement agreements. All terms of the
         agreements have been finalized and the litigation against RIM by NTP
         was dismissed by court order on March 3, 2006. The agreements
         eliminated the need for any further court proceedings or decisions
         relating to damages or injunctive relief.

         RIM paid NTP on March 3, 2006 U.S.$612.5 million in full and final
         settlement of all claims against RIM, as well as for a perpetual,
         fully-paid up license going forward. This amount included money
         already escrowed by RIM to date.

         The licensing and settlement agreements relate to all patents owned
         and controlled by NTP and cover all of RIM's products, services and
         technologies. NTP granted RIM an unfettered right to continue its
         business, including its BlackBerry related business. The resolution
         permits RIM and its partners to sell RIM products and services
         completely free and clear of any claim by NTP, including any claims
         that NTP may have against wireless carriers, channel partners,
         suppliers or customers in relation to RIM products or services,
         (including BlackBerry Connect and Built-In technology), or in
         relation to third party products and services, to the extent they are
         used in connection with RIM products and services.

         With respect to the accounting treatment of the announced settlement
         of U.S.$612.5 million, RIM had previously accrued U.S.$450 million
         and the additional amount of U.S.$162.5 million will be recorded in
         the fourth quarter of fiscal 2006.


6.       Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

         Not applicable.

7.       Omitted Information

         No significant facts have been omitted from this report.

8.       Executive Officer

          For further information, please contact Dennis Kavelman - Chief
          Financial Officer of the Company at (519) 888-7465.

9.       Date of Report

         Dated at Waterloo, Ontario, this 10th day of March, 2006.



<PAGE>


                                 SCHEDULE "A"

March 3, 2006

Research In Motion and NTP Sign Definitive Settlement Agreement
to End Litigation


WATERLOO, ONTARIO--(CCNMatthews - March 3, 2006) - Research In Motion Limited
(RIM) (TSX:RIM)(NASDAQ:RIMM) and NTP, Inc. (NTP) today announced that they
have signed a definitive licensing and settlement agreement. All terms of the
agreement have been finalized and the litigation against RIM has been
dismissed by a court order this afternoon. The agreement eliminates the need
for any further court proceedings or decisions relating to damages or
injunctive relief.

RIM has paid NTP $612.5 million in full and final settlement of all claims
against RIM, as well as for a perpetual, fully-paid up license going forward.
This amount includes money already escrowed by RIM to date.

The licensing and settlement agreement relates to all patents owned and
controlled by NTP and covers all of RIM's products, services and technologies.
NTP grants RIM an unfettered right to continue its business, including its
BlackBerry(R) related business. The resolution permits RIM and its partners to
sell RIM products and services completely free and clear of any claim by NTP,
including any claims that NTP may have against wireless carriers, channel
partners, suppliers or customers in relation to RIM products or services,
(including BlackBerry Connect and Built-In technology), or in relation to
third party products and services, to the extent they are used in connection
with RIM products and services.

With respect to the accounting treatment of today's announced settlement of
$612.5 million, RIM had previously accrued $450 million and the additional
amount of $162.5 million will be recorded in Q4. RIM will report the full
accounting details in its Q4 earnings report on April 6th.

As of November 26, 2005, RIM's total of cash, cash equivalents, short-term,
long-term investments and escrow funds was approximately $1.8 billion.

As of November 26, 2005, RIM's outstanding common shares totalled
approximately 185.1 million.

All amounts reported in US dollars.

About Research In Motion (RIM) Research In Motion is a leading designer,
manufacturer and marketer of innovative wireless solutions for the worldwide
mobile communications market. Through the development of integrated hardware,
software and services that support multiple wireless network standards, RIM
provides platforms and solutions for seamless access to time-sensitive
information including email, phone, SMS messaging, Internet and intranet-based
applications. RIM technology also enables a broad array of third party
developers and manufacturers to enhance their products and services with
wireless connectivity. RIM's portfolio of award-winning products, services and
embedded technologies are used by thousands of organizations around the world
and include the BlackBerry(R) wireless platform, the RIM Wireless Handheld(TM)
product line, software development tools, radio-modems and software/hardware
licensing agreements. Founded in 1984 and based in Waterloo, Ontario, RIM
operates offices in North America, Europe and Asia Pacific. RIM is listed on
the Nasdaq Stock Market (NASDAQ:RIMM) and the Toronto Stock Exchange
(TSX:RIM). For more information, visit www.rim.com or www.blackberry.com.

The BlackBerry and RIM families of related marks, images and symbols are the
exclusive properties and trademarks of Research In Motion Limited. RIM,
Research In Motion and BlackBerry are registered with the U.S. Patent and
Trademark Office and may be pending or registered in other countries. All
other brands, product names, company names, trademarks and service marks are
the properties of their respective owners.







<PAGE>


                                                                      DOCUMENT 2



                             SETTLEMENT AGREEMENT
                             --------------------

This Settlement Agreement ("Settlement Agreement") is entered into as of March
3, 2006 (the "Effective Date") by and between NTP Incorporated (also referred
to as NTP, Inc.), a Virginia corporation having offices at 1751 Pinnacle
Drive, Suite 1700, McLean, Virginia 22102 (hereinafter "NTP") and Research In
Motion Limited, a corporation incorporated under the laws of Ontario, Canada
with offices at 295 Phillip Street, Waterloo, Ontario N2L 3W8, Canada
(hereinafter "RIM"), collectively referred to as the "Parties" and
individually as a "Party".

                                   RECITALS
                                   --------

     WHEREAS, NTP represents that it is the sole owner of, among others, the
following United States Patents: U.S. Patent No. 5,436,960; U.S. Patent No.
5,625,670; U.S. Patent No. 5,819,172; U.S. Patent No. 6,067,451; and U.S.
Patent No. 6,317,592 (the "Asserted Patents"); and

     WHEREAS, on November 13, 2001, NTP filed a lawsuit against RIM in the
U.S. District Court for the Eastern District of Virginia, styled NTP, Inc. v.
Research in Motion, Ltd., Civil Action No. 3:01CV767 seeking damages and an
injunction for RIM's alleged infringement of, inter alia, the aforementioned
Asserted Patents; and

     WHEREAS, on August 5, 2003, the District Court entered a Final Order and
Judgment in the Litigation granting NTP an award of, inter alia, monetary
damages and a permanent injunction against the direct, induced or contributory
infringement of the Asserted Patents; and

     WHEREAS, on September 11, 2003 RIM filed an appeal of the Final Order and
Judgment in the Litigation, Appeal No. 03-1615, which was decided by the U.S.
Court of Appeals for the Federal Circuit on December 14, 2004 in an Order
affirming the validity and infringement of 11 claims and remanding for
consideration 5 more claims; and

     WHEREAS, the Federal Circuit issued a revised opinion on August 2, 2005
affirming the validity and infringement of 7 claims and remanding for
consideration 3 more claims; and

     WHEREAS, the Parties, by their entry into this Settlement Agreement,
along with the License Agreement executed concurrently herewith (collectively
the "Settlement Agreements"), seek to fully resolve the issues between them
and avoid the expense and inconvenience of any further litigation with respect
to any RIM Products and RIM Services as they may be affected by the NTP
Patents.

     NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual promises, covenants and undertakings set forth herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows.

                                I. DEFINITIONS

Capitalized terms used in the recitals and elsewhere in this Settlement
Agreement shall have the meanings ascribed to them there, and unless defined
herein capitalized terms defined in the License Agreement have the meanings
ascribed to them therein, and the following terms have the meanings ascribed
to them as follows:

1.1            "Claim" means any claim, counterclaim, third party claim,
               demand, debt, liability, action or cause of action of any kind
               and of whatever nature or character regardless of whether
               existing in the past, present or future, whether known or
               unknown, whether asserted or unasserted, or whether accrued,
               actual, contingent, latent or otherwise, made or brought for
               the purpose of recovering any damages or for the purpose of
               obtaining any equitable relief or any other relief of any kind.

1.2            "Consent Dismissal" means the consent dismissal in the form set
               forth in Schedule A.

1.3            "Damages" means damages of any kind or nature, including but
               not limited to, any actual, general, specific, direct,
               indirect, commercial, economic, consequential, incidental,
               special, punitive, exemplary, or treble damages available under
               any state, federal or international law, or the law of any
               country (or any other act, action, administrative rule or
               procedure, legislation or regulation of any kind or
               description), which can be obtained directly, indirectly or by
               way of contribution or indemnity, under any theory of liability
               whatsoever, including but not limited to, any liability which
               is contributory, strict, contractual or tortious in character,
               whether at law or in equity. The term "Damages" shall also
               include, but not be limited to, loss of revenue, loss of
               expected profits or expected savings, fines, monetary
               penalties, court costs, interest, pre judgment and post
               judgment interest, attorney's fees, expert fees, and any other
               related costs or expenses. "Damages" shall specifically exclude
               damages for Claims that are based on acts or omissions
               occurring after the Effective Date.

1.4            "Entity" means any legal entity including a natural person,
               corporation, association, partnership, business trust, joint
               venture, sole proprietorship, governmental organization or
               body, or any agency, department or instrumentality thereof.

1.5            "License Agreement" means the license agreement between NTP and
               RIM entered into concurrently herewith.

1.6            "Litigation" means the following lawsuit between the Parties:
               NTP, Inc. v. Research in Motion Ltd., Civil Action No.
               3:01CV767, filed November 13, 2001 in the United States
               District Court for the Eastern District of Virginia and
               appealed on September 11, 2003 to the U.S. Court of the Appeals
               for the Federal Circuit, Case No. 03-1615.

1.7            "NTP Patents" has the meaning ascribed to it in the License
               Agreement.

1.8            "RIM Customer" has the meaning ascribed to it in the License
               Agreement.

1.9            "RIM Products" has the meaning ascribed to it in the License
               Agreement.

1.10           "RIM Services" has the meaning ascribed to it in the License
               Agreement.

                            II. SETTLEMENT PAYMENT

2.1            Payment. In consideration of the Claims made in the Litigation,
               and the termination of the Litigation, and in consideration of
               the Settlement Agreements, RIM agrees to irrevocably pay to NTP
               in immediately available funds an amount equal to the sum of
               Six Hundred Twelve Million Five Hundred Thousand United States
               Dollars (US$612,500,000) (the "Settlement Payment"). The
               Settlement Payment shall be paid by RIM to NTP by wire transfer
               on or before March 3, 2006. Such payment shall be wired to the
               following NTP account:

               [ACCOUNT INFORMATION REDACTED]


2.2            Taxes. NTP and RIM hereby acknowledge and agree that this
               Settlement Agreement shall not be interpreted as to impose any
               obligation on NTP to pay taxes other than United States taxes
               on the Settlement Payment and RIM shall not withhold any sums
               from the Settlement Payment for any reason whatsoever.

2.3            The rights and benefits accruing to RIM under this Settlement
               Agreement and the License Agreement shall be subject in all
               respects to the payment in full of the Settlement Payment.

2.4            Nothing in this Settlement Agreement shall be construed as a
               warranty or representation by NTP as to the validity or scope
               of any of the NTP Patents. In no event shall the Settlement
               Payment defined in Section 2.1 be recoverable, refundable or
               refunded, directly or indirectly, for any reason whatsoever.
               Without limiting the foregoing, the Settlement Payment defined
               in Section 2.1 shall be nonrefundable, regardless of any
               outcome of any reexamination or other proceeding involving the
               validity, enforceability or scope of any of the NTP Patents.

                        III. TERMINATION OF LITIGATION

3.1            The Parties agree forthwith to terminate the Litigation in
               accordance with the Consent Dismissal attached as Schedule A.

3.2            The Parties agree to execute, acknowledge, and deliver any
               other instruments and documents and to take any further action
               consistent with the terms of the Settlement Agreements as may
               be reasonably required to effect the specified intent and
               purpose of the Settlement Agreements.

3.3            Non-Admission. NTP and RIM acknowledge and agree that the
               execution of the Settlement Agreements and the payment of the
               Settlement Payment, shall not be construed as an express or
               implied admission of misconduct, responsibility, or liability
               whatsoever of either Party and the Parties expressly and
               specifically deny all such admissions. Rather, it is
               acknowledged and agreed that the Settlement Agreements have
               been entered into solely for the purpose of settling and
               compromising the Litigation and to avoid the expense and
               uncertainty of continued Litigation. Without limiting the
               foregoing, (i) no admission is made by RIM by execution of the
               Settlement Agreements and the payment of the Settlement Payment
               as to the validity or enforceability of any NTP Patent or of
               RIM's infringement thereof and RIM is not precluded from
               raising those defenses in any future proceedings except as
               expressly provided in the Settlement Agreements, (ii) no
               admission is made by RIM by execution of the Settlement
               Agreements and the payment of the Settlement Payment as to the
               appropriateness of any particular royalty set in the Litigation
               or implied in the Settlement Payment, and (iii) NTP affirms its
               assertions made in the claims brought against RIM in the
               Litigation and nothing herein shall preclude NTP from asserting
               its Patents, including the NTP Patents or any rights, defenses
               or claims against any Entity (except to the extent waived or
               released herein or for activities covered by the License or
               Non-Assert Covenant) in any other proceedings.

3.4            Each Party acknowledges that it has been represented by legal
               counsel during the negotiation of the Settlement Agreements and
               that their attorneys have fully advised them concerning their
               rights, remedies, and obligations under the Settlement
               Agreements and that they understand the same.

3.5            Each Party shall bear its own attorneys' fees, court costs and
               expenses in relation to the Litigation and the negotiation and
               documentation of the Settlement Agreements.

                        IV. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1            RIM Representations and Warranties. RIM represents and warrants
               to NTP as follows and acknowledges and agrees that NTP has been
               induced to enter into the Settlement Agreements in reliance on
               the representations, warranties and covenants set forth in this
               Settlement Agreement:

       (a)     RIM is a corporation duly incorporated, organized and
               subsisting under the laws of the Province of Ontario, Canada.

       (b)     RIM has all corporate power and authority necessary to enable
               it to enter into this Settlement Agreement and the License
               Agreement, to perform its obligations hereunder and thereunder,
               and to carry out the transactions contemplated herein and
               therein.

       (c)     RIM has taken all corporate actions necessary, and no other
               consent or approval of any other Entity is required, to
               authorize RIM to enter into this Settlement Agreement and the
               License Agreement and to perform its obligations hereunder and
               thereunder and to carry out the transactions contemplated
               hereby and thereby.

       (d)     RIM has duly executed and entered into this Settlement
               Agreement and the License Agreement, and each such agreement
               constitutes a valid and legally binding obligation of RIM,
               enforceable against RIM in accordance with its terms, subject
               to limitations of bankruptcy, liquidation, reorganization,
               insolvency, moratorium and enforcement of creditors' rights
               generally, general principles of equity and public policy
               constraints.

       (e)     Neither RIM nor its Affiliates have entered into or will enter
               into any agreement or arrangement with any Entity that would
               preclude RIM from effectuating or fulfilling its obligations
               under the Settlement Agreements.

4.2            Covenants of RIM. RIM hereby covenants on its own behalf and on
               behalf of its Affiliates as follows:

       (a)     Neither RIM nor its Affiliates shall directly or indirectly
               induce, encourage or file any reexaminations with the United
               States Patent and Trademark Office, or aid, assist or
               participate in any action (including without limitation any
               litigation or reexamination proceedings) contesting the
               validity of any of the Asserted Patents or the 5,438,611;
               5,479,472; 5,631,946; 09/640,076, 10/086,846; and 10/090,841
               Patents listed in Schedule A1 of the License Agreement, or file
               any documentation in any reexamination of the NTP Patents
               listed in Schedule A1 of the License Agreement, except as
               required by court order, subpoena or law.

       (b)     Neither RIM nor its Affiliates will initiate, induce,
               voluntarily join, or finance, either directly or indirectly,
               any litigation or other Claim or proceeding of any Entity
               against NTP, its Affiliates, or any successor or assign of NTP
               arising from, pertaining to, or related to the ownership,
               infringement, enforcement or validity of the NTP Patents
               described in Section 4.2(a) or the settlement of the
               Litigation, other than litigation in relation to the Settlement
               Agreements, or to defend any claim of infringement related to
               the NTP Patents, or as required by court order, subpoena, or
               law. Nothing in this Section 4.2(b) or elsewhere in the
               Settlement Agreements shall preclude or prohibit any actions by
               RIM or a RIM Affiliate related to the prosecution by it of its
               Patent applications.

       (c)     RIM and its Affiliates will not individually or jointly make or
               assert against any of the officers, directors and/or
               shareholders of NTP any Claim relating to any of the NTP
               Patents or the Settlement Agreements or any other action
               arising prior to the Effective Date. As to a Claim resulting
               from a future action by NTP to enforce the NTP Patents or its
               rights under the Settlement Agreements, RIM's sole remedy shall
               be against NTP and not its officers, directors, or shareholders
               when acting in such capacities.

       (d)     The provisions of Sections 4.2(a) and 4.2(b) shall not apply
               (i) in the event any Entity including NTP makes a Claim against
               RIM, an Affiliate of RIM, a RIM Customer, Channel Partner or
               manufacturer or supplier to RIM, a RIM Affiliate or a Channel
               Partner of any nature that is covered by the License or
               Non-Assert Covenant or that would have been covered had they
               been in effect prior to the Effective Date, or (ii) to the
               extent necessary to rebut allegations of impropriety made
               concerning the reexamination proceedings. For the avoidance of
               doubt, the provisions of Sections 4.2(a) and 4.2(b) shall also
               not apply to any conduct or action of RIM prior to the
               Effective Date or in connection with steps taken by RIM to
               terminate its participation in the inter-partes reexamination
               with respect to the U.S. Patent No. 6,317,592 in the United
               States Patent and Trademark Office.

4.3            NTP Representations and Warranties. NTP represents and warrants
               to RIM as follows and acknowledges and agrees that RIM has been
               induced to enter into the Settlement Agreements in reliance on
               the representations and warranties set forth in this Settlement
               Agreement:

       (a)     NTP is a corporation duly organized, validly existing and in
               good standing under the laws of the Commonwealth of Virginia.

       (b)     NTP has the full right, power, authority and competence to
               enter into and perform its obligations under this Settlement
               Agreement and the License Agreement.

       (c)     NTP has taken all corporate actions necessary, and no other
               consent or approval of any other Entity is required, to
               authorize NTP to enter into this Settlement Agreement and the
               License Agreement and to perform its obligations hereunder and
               thereunder and to carry out the transactions contemplated
               hereby and thereby.

       (d)     NTP has duly executed and entered into this Settlement
               Agreement and the License Agreement, and each such agreement
               constitutes a valid and legally binding obligation of NTP,
               enforceable against NTP in accordance with its terms, subject
               to limitations of bankruptcy, liquidation, reorganization,
               insolvency, moratorium and enforcement of creditors' rights
               generally, general principles of equity and public policy
               constraints.

       (e)     (i) NTP is the owner of the Claims that are being released
               pursuant to Section 5.1, (ii) NTP has not assigned such Claims
               to any Entity, and (iii) immediately following the execution
               hereof no Entity has any Claim against RIM, an Affiliate of
               RIM, a Channel Partner, a RIM Customer or any manufacturer or
               supplier to RIM, an Affiliate of RIM or a Channel Partner for
               infringement (including direct or contributory infringement and
               inducement to infringe) of any claim under any NTP Patent that
               would be covered by the License or Non-Assert Covenant had they
               been in effect prior to the Effective Date.

       (f)     NTP, Incorporated is also known as NTP, Inc. the Plaintiff in
               the Litigation.

                            V. NTP RELEASE OF RIM

5.1            Subject to the payment in full of the Settlement Payment:

       (a)     NTP, for itself and for its Affiliates, settles, releases, and
               forever discharges any and all Claims which have been or could
               have been brought by NTP against RIM or its Affiliates or any
               of their officers, directors or shareholders in the Litigation.
               Through this release, NTP, for itself and its Affiliates,
               irrevocably renounces and disclaims any right to any Damages
               (other than the Settlement Payment to the extent it shall be
               characterized as Damages) sought or that could have been sought
               in the Litigation in respect of the NTP Patents against any of
               the foregoing releasees.

       (b)     NTP, for itself and for its Affiliates, settles, releases, and
               forever discharges any and all Claims arising from acts or
               omissions taking place prior to the Effective Date, which could
               ever be brought in any court or proceeding by NTP or its
               Affiliates against RIM or its Affiliates or their officers,
               directors or shareholders, based on any of the facts alleged or
               discovered or that could have been discovered or alleged, or
               were known or unknown, foreseen or unforeseen, relating in any
               way to (i) the Litigation, or (ii) other events or
               circumstances relating to the NTP Patents occurring on or prior
               to the Effective Date.

       (c)     NTP, for itself and for its Affiliates, settles, releases, and
               forever discharges any and all Claims arising from acts or
               omissions taking place prior to the Effective Date, which could
               ever be brought in any court or proceeding by NTP or its
               Affiliates against Channel Partners, RIM Customers and
               manufacturers and suppliers to RIM, Affiliates of RIM, and
               Channel Partners that would be covered by the License or
               Non-Assert Covenant had they been in effect prior to the
               Effective Date.

       (d)     NTP, for itself and for its Affiliates, settles, releases, and
               forever discharges any and all Claims which could ever be
               brought in any court or proceeding by NTP or its Affiliates
               against any Entity that has acted as RIM's attorney, consultant
               or testifying expert witness in respect of the activities in
               relation to (i) the Litigation, and (ii) any other events or
               circumstances relating to the NTP Patents occurring on or prior
               to the Effective Date.

                            VI. RIM RELEASE OF NTP

6.1            RIM, for itself and for its Affiliates, hereby settles,
               releases, and forever discharges any and all Claims which have
               been or could have been brought by RIM or its Affiliates
               against NTP, its Affiliates, and its or their officers,
               directors or shareholders in the Litigation. Through this
               release, RIM, for itself and its Affiliates, irrevocably
               renounces and disclaims any right to any Damages sought or that
               could have been sought in the Litigation or under any Claim in
               respect of the NTP Patents against any of the foregoing
               releasees.

6.2            RIM, for itself and for its Affiliates, settles, releases, and
               forever discharges any and all Claims which could ever be
               brought in any court or proceeding by RIM or its Affiliates
               against NTP, its Affiliates, or its or their officers,
               directors or shareholders based on any of the facts alleged or
               discovered or that could have been discovered or alleged, or
               were known or unknown, foreseen or unforeseen, relating in any
               way to (a) the Litigation, and (b) any other events or
               circumstances relating to the NTP Patents occurring on or prior
               to the Effective Date.

6.3            RIM, for itself and for its Affiliates, settles, releases, and
               forever discharges any and all Claims which could ever be
               brought in any court or proceeding by RIM or its Affiliates
               against any Entity that has acted as NTP's attorney, consultant
               or testifying expert witness in respect of the activities in
               relation to (a) the Litigation, and (b) any other events or
               circumstances relating to the NTP Patents occurring on or prior
               to the Effective Date.

6.4            RIM, for itself and for its Affiliates, hereby settles,
               releases, and forever discharges any and all Claims against
               NTP, its Affiliates or its or their officers, directors and
               shareholders, or any consultant to NTP in respect of any advice
               provided by any such consultant to NTP, in connection with
               activities of and conduct in relation to the Litigation or the
               Settlement Agreements.

                   VII. RIGHTS AND OBLIGATIONS NOT RELEASED

7.1            THE PARTIES AGREE THAT ALL RELEASES PROVIDED IN THIS SETTLEMENT
               AGREEMENT SHALL NOT INCLUDE THE RELEASE OF ANY RIGHTS OR
               OBLIGATIONS THAT ARE CREATED BY OR THAT RESULT FROM THIS
               SETTLEMENT AGREEMENT OR THE LICENSE AGREEMENT. NEITHER THIS
               RELEASE NOR THE TERMINATION OF THE LITIGATION WILL PREVENT A
               PARTY FROM ASSERTING CLAIMS FOR A BREACH OF THIS SETTLEMENT
               AGREEMENT OR THE LICENSE AGREEMENT.

                               VIII. ASSIGNMENT

8.1            This Settlement Agreement may not be assigned by either Party
               without the prior written consent of the other Party in its
               sole discretion. This Settlement Agreement shall inure to the
               benefit of and shall bind the successors of any Party.

                            IX. GENERAL PROVISIONS

9.1            Severability. In the event that any provision of this
               Settlement Agreement is deemed invalid, unenforceable or void
               by a final, non-appealable judgment of a court of competent
               jurisdiction, the remainder of the Settlement Agreement shall
               be interpreted to the extent possible to effect the overall
               intention of the Parties as of the date of this Settlement
               Agreement.

9.2            Amendment and Modification. This Settlement Agreement may not
               be amended, modified, supplemented, altered or waived in any
               way, except in a writing identified as such and signed by both
               Parties.

9.3            Construed as Jointly Prepared. This Settlement Agreement shall
               be construed as if the Parties jointly prepared it and any
               uncertainty or ambiguity shall not be interpreted against any
               one Party because of the manner in which this Settlement
               Agreement was drafted or prepared.

9.4            Breach and Remedies. A breach of any of the terms of this
               Settlement Agreement, including the material falsity of any
               representation or warranty, and the failure to perform under
               any covenant or agreements herein, or the breach of any of the
               terms of the License Agreement, shall entitle the non-breaching
               Party to exercise any and all remedies available at law or in
               equity, subject only to any express limitations stated in the
               Settlement Agreements. There shall be no right of set-off or
               deduction of amounts owed hereunder in connection with any
               claim for breach of this Settlement Agreement or the License
               Agreement, and in no event shall the Settlement Payment be
               recoverable, refundable or refunded, directly or indirectly,
               for any reason whatsoever. Except as provided in Section 5.1 of
               the License Agreement, in no event shall the License Agreement,
               the License or the Non-Assert Covenant be revoked, rescinded,
               or terminated for any reason.

9.5            No Joint Venture or Agency. Nothing contained in this
               Settlement Agreement or the performance thereof is intended to
               or shall be construed to create any relationship of agency,
               partnership, fiduciary or joint venture between the Parties.

9.6            Notices. All notices, requests, approvals, consents and other
               communications required or permitted under this Settlement
               Agreement will be in writing and addressed as follows:

              If to NTP:

                NTP, Incorporated                   with copies to:
                1751 Pinnacle Drive, Suite 1700     James H. Wallace, Jr.
                McLean, VA 22102                    Wiley Rein & Fielding LLP
                Fax: (703) 714-7410                 1776 K. Street, N.W.
                                                    Washington, DC20006
                Attn: Donald Stout                  Fax: (202) 719-7049

                                                    and

                                                    Thomas F. Kaufman
                                                    Hunton & Williams LLP
                                                    1900 K. Street, N.W.
                                                    Washington, DC 20006
                                                    Fax: (202) 828-3718

              If to RIM:

                Research In Motion Limited          With a copy to:
                295 Phillip Street,
                Waterloo, Ontario                   Research In Motion Limited
                N2L 3W8                             295 Phillip Street,
                                                    Waterloo, Ontario
                Attention: Jim Balsillie,           N2L 3W8
                Chairman &Co-CEO                    Attention: Legal Department
                Fax: 519-888-7835                   Fax: (519) 888 1975

                                                    and
                                                    Howard Rice Nemerovski
                                                    Canady Falk & Rabkin, A
                                                    Professional Corporation
                                                    3 Embarcadero Center
                                                    Suite 700
                                                    San Francisco, CA  94111
                                                    Attention:  Martin R. Glick
                                                    Fax: (415)-217-5910

               and will be sufficiently given if delivered by hand or sent
               by registered mail (return receipt requested), by
               internationally recognized overnight courier with signature
               receipt required, or by facsimile (provided transmission is
               electronically confirmed and the recipient acknowledges
               receipt) and addressed to the other Party at the address set
               out above or to such other person or address as the Parties
               may from time to time designate in writing delivered
               pursuant to this notice provision. Any such notices,
               requests, demands or other communications will be deemed to
               be delivered when received by the Party to whom they were
               addressed. A signature of a representative of the receiving
               Party or return receipt or confirmed facsimile transmission
               shall be deemed to be receipt for the purposes of this
               Section.

9.7            Notices for Breach. Either Party may give notice of a material
               breach of this Settlement Agreement by providing such notice of
               material breach; provided that the failure to give notice shall
               not delay or prevent the exercise of any remedies available to
               the non-defaulting Party.

9.8            Governing Law. This Settlement Agreement is governed by and
               will be construed in accordance with the laws of the
               Commonwealth of Virginia, without regard to principles of
               conflicts of laws.

9.9            Choice of Forum. Each Party hereby irrevocably consents and
               submits to the jurisdiction of the Courts of the Commonwealth
               of Virginia, the U.S. District Courts for the Eastern District
               of Virginia (or the state courts if no federal jurisdiction
               exists), and appellate courts thereof for all legal proceedings
               between the Parties and for recognition and enforcement of any
               judgment in respect thereof, including enforcement of any
               injunction, relating to this Settlement Agreement or any other
               existing or future dispute or proceeding between the Parties
               arising from or related to the NTP Patents or any of the
               Settlement Agreements. Each Party irrevocably waives any
               objection to such jurisdiction on the ground of venue, forum
               non-conveniens or any similar grounds, and irrevocably consents
               to service of process by mail or in any other manner permitted
               by applicable law. Any action, claim or proceeding brought
               under this Settlement Agreement may be joined with any action,
               claim or proceeding brought under the License Agreement.

9.10           Binding Agreement. The Parties agree that this Settlement
               Agreement is a binding agreement and all that is required to
               bind the Parties to the terms of this Settlement Agreement is
               the signature of the representatives of both Parties in the
               spaces provided below.

9.11           Counterparts. This Settlement Agreement may be signed in two or
               more identical counterparts each of which will be deemed to be
               an original and all of which together will constitute one and
               the same instrument.

9.12           Entire Agreement. This Settlement Agreement together with the
               License Agreement represents and constitutes the entire
               agreement and understanding between the Parties hereto with
               respect to the subject matter hereof and cancels, merges and
               supersedes any and all prior or contemporaneous oral and
               written negotiations, agreements and understandings.

9.13           Schedules and Attachments. The following schedules are attached
               hereto and made part hereof: Schedule A - Consent Dismissal.



<PAGE>


IN WITNESS WHEREOF, the Parties, being fully authorized and empowered to bind
themselves to this Settlement Agreement, have authorized and executed this
Settlement Agreement on the date set forth opposite their respective
signatures.

                                               NTP INCORPORATED


Date:      March 3, 2006                       By:  /s/ Donald E. Stout
                                                    -------------------

                                               Name:  Donald E. Stout

                                               Title: Authorized Signatory


                                               RESEARCH IN MOTION LIMITED


Date:      March 3, 2006                       By: /s/ Dennis Kavelman
                                                   --------------------

                                               Name:  Dennis Kavelman

                                               Title: Chief Financial Officer


<PAGE>




                                  SCHEDULE A
                               Consent Dismissal

[insert caption]

Based upon the Parties' representation that this action has been settled in
accordance with a Settlement Agreement and License Agreement executed
________, the Court hereby orders that this action is dismissed without
prejudice.

[insert signature lines]




<PAGE>


                                                                      DOCUMENT 3






                               LICENSE AGREEMENT
                               -----------------

This License Agreement ("License Agreement") is entered into as of March 3,
2006 (the "Effective Date") by and between NTP Incorporated (also referred to
as NTP, Inc.), a Virginia corporation having offices at 1751 Pinnacle Drive,
Suite 1700, McLean, Virginia 22102 (hereinafter "NTP") and Research In Motion
Limited, a corporation incorporated under the laws of Ontario, Canada with
offices at 295 Phillip Street, Waterloo, Ontario N2L 3W8, Canada (hereinafter
"RIM"), collectively referred to as the "Parties" and individually as a
"Party."

                                   RECITALS
                                   --------

     WHEREAS, NTP represents that it is the sole owner of, among others, the
following United States Patents: U.S. Patent No. 5,436,960; U.S. Patent No.
5,625,670; U.S. Patent No. 5,819,172; U.S. Patent No. 6,067,451; and U.S.
Patent No. 6,317,592 (the "Asserted Patents"); and

     WHEREAS, on November 13, 2001, NTP filed a lawsuit against RIM in the
U.S. District Court for the Eastern District of Virginia, styled NTP, Inc. v.
Research in Motion, Ltd., Civil Action No. 3:01 CV767 (the "Litigation")
seeking damages and an injunction for RIM's alleged infringement of, inter
alia, the aforementioned Asserted Patents; and

     WHEREAS, on August 5, 2003, the District Court entered a Final Order and
Judgment in the Litigation granting NTP an award of, inter alia, monetary
damages and a permanent injunction against the direct, induced or contributory
infringement of the Asserted Patents; and

     WHEREAS, on September 11, 2003 RIM filed an appeal of the Final Order and
Judgment in the Litigation, Appeal No. 03-1615, which was decided by the U.S.
Court of Appeals for the Federal Circuit on December 14, 2004 in an Order
affirming the validity and infringement of 11 claims and remanding for
consideration 5 more claims; and

     WHEREAS, the Federal Circuit issued a revised opinion on August 2, 2005
affirming the validity and infringement of 7 claims and remanding for
consideration 3 more claims; and

     WHEREAS, the Parties, by their entry into this License Agreement, along
with a settlement agreement ("Settlement Agreement") executed concurrently
herewith (collectively the "Settlement Agreements"), seek to fully resolve the
issues between them and avoid the expense and inconvenience of any further
litigation with respect to any RIM Products and RIM Services as they may be
affected by the NTP Patents.

         NOW, THEREFORE, for and in consideration of the foregoing premises,
the mutual promises, covenants and undertakings set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows.

                                I. DEFINITIONS

Capitalized terms used in the recitals and elsewhere in this Agreement shall
have the meanings ascribed to them there and the following terms have the
meanings ascribed to them as follows:

1.1       "Affiliate" means, as to any Party, any Entity that from time to
          time Controls, is Controlled by, or is under common Control with
          such Party, but only for so long as such Control exists. "Control"
          or "Controlled" means the possession, direct or indirect, of the
          power to direct or cause the direction of the management and
          policies of an Entity, through the ownership of voting securities
          (as to which ownership of fifty percent 50% or more of the voting
          interests establishes the requisite control).

1.2       "Additional Patents" means the Patents designated on Schedules A1
          and A2 as "Additional Patents".

1.3       "BlackBerry System" means: (a) any combination of products and
          services that includes at least a RIM Handheld Device or RIM
          Network, or (b) any other combination of products and services that
          includes at least two items that constitute bona fide RIM Products
          or RIM Services. "BlackBerry System" shall not include any products
          or services to the extent they are not actually used with the
          aforementioned RIM Handheld Device, RIM Network, or bona fide RIM
          Products or RIM Services. For example, network equipment that
          services both RIM Handheld Devices and third party handheld devices
          is only a part of a BlackBerry System to the extent that it services
          the RIM Handheld Devices.

1.4       "Channel Partner" means a reseller, sales agent, sales
          representative, service provider, software vendor, retailer,
          Wireless Carrier or internet service provider with respect to RIM
          Products and Services.

1.5       "Claim" means any claim, counterclaim, third party claim, demand,
          debt, liability, action or cause of action of any kind and of
          whatever nature or character regardless of whether existing in the
          past, present or future, whether known or unknown, whether asserted
          or unasserted, or whether accrued, actual, contingent, latent or
          otherwise, made or brought for the purpose of recovering any damages
          or for the purpose of obtaining any equitable relief or any other
          relief of any kind.

1.6       "Computer Leasco Litigation" means the proceeding between NTP and
          Computer Leasco, Inc. styled Computer Leasco, Inc. v. NTP, Inc.,
          Case No. 5:04CV60285 in the U.S. District Court for the Eastern
          District of Michigan, Southern Division, in which the District Court
          issued an Opinion and Order Granting NTP's Motion To Dismiss on May
          5, 2005, and which is now on appeal.

1.7       "Encumbrance" means any mortgage, pledge, security interest,
          encumbrance, attachment, right of first refusal, option, lien or
          charge of any kind.

1.8       "Entity" means any legal entity including a natural person,
          corporation, association, partnership, business trust, joint
          venture, sole proprietorship, governmental organization or body, or
          any agency, department or instrumentality thereof.

1.9       "NTP Patents" means Patents that are owned or controlled by NTP on
          or after the Effective Date including without limitation the Patents
          listed in Schedules A1 and A2.

1.10      "Patent(s)" means (i) all classes or types of issued patents and all
          issued claims therein, applications for all classes or types of
          patents, and any patents that issue from such applications in all
          countries of the world, including all originals, divisionals,
          continuations, continuations-in-part, reissues, re-examinations, or
          extensions, to any of the foregoing; and (ii) which have an earliest
          filing or priority date at any time prior to or including the
          Effective Date or ten (10) years after the Effective Date.

1.11      "RIM Customer" means any Entity which is a user of RIM Products or a
          customer or subscriber of RIM Services.

1.12      "RIM Handheld Device" means a RIM handheld device or a third party
          handheld where that third party handheld includes BlackBerry
          software or other RIM technology implemented in software under
          specifications from RIM or a RIM Affiliate licensed under one of
          RIM's BlackBerry technology licensing programs that is used to
          facilitate the transmission or reception of e-mails or other user
          data, such as RIM's Blackberry Connect licensing program.

1.13      "RIM Network" means (i) a Network Operations Center (NOC), or other
          hardware and software that serves as a gateway and that is used to
          facilitate the routing and management of e-mails or other user data
          sent from or to a RIM Handheld Device between one or more host
          systems and one or more Wireless Carriers, and (ii) owned, operated,
          leased, or controlled by or on behalf of RIM or an Affiliate of RIM.
          For clarification, a RIM Network may be used to perform RIM
          Services.

1.14      "RIM Products" means all products including hardware, software and
          firmware products if (i) the product has been developed, is made or
          manufactured by or on behalf of RIM or an Affiliate of RIM, or (ii)
          the product is Sold by RIM or an Affiliate of RIM under one or more
          trademarks owned by RIM or an Affiliate of RIM. For the avoidance of
          doubt all products Sold or publicly announced by RIM, or an
          Affiliate of RIM as of the Effective Date are deemed to be a RIM
          Product including without limitation, RIM's wireless email and
          personal information management systems and software, such as the
          BlackBerry solution, wireless information access systems and
          software, hardware products including handheld devices, software and
          firmware including software and firmware residing on handheld
          devices, desktop software, enterprise server software, other
          redirector software, software that provides a means to connect to
          redirector software, and accessories.

1.15      "RIM Products and Services" means RIM Products and RIM Services.

1.16      "RIM Services" means all services that are sold, provided or
          performed by or on behalf of RIM or a RIM Affiliate. For the
          avoidance of doubt, all services sold, performed or provided by RIM
          or an Affiliate of RIM, or publicly announced by RIM as of the
          Effective Date are deemed to be RIM Services.

1.17      "Sell", "Sale" or "Sold" means, in relation to products, to import,
          export, offer for sale, sell, lease or license the products, and in
          relation to RIM Services to offer for sale, sell, or to provide or
          perform the RIM Services.

1.18      "Settlement Payment" means the settlement payment of US$612,500,000
          set forth in Article II of the Settlement Agreement.

1.19      "Third-Party Products and Services" means any products or services
          that are not RIM Products and Services.

1.20      "Wireless Carrier" means Verizon, Cellular One, Cingular, T-Mobile,
          Qwest, Nextel, Vodafone, Sprint and other similar sellers of
          wireless communication services.

                                  II. LICENSE

2.1       Subject to RIM's payment of the Settlement Payment, NTP hereby
          grants RIM and its Affiliates a fully paid-up, worldwide,
          non-exclusive, non-terminable and irrevocable (except as provided in
          Section 5) license under the NTP Patents, without the right to
          sublicense except as provided in Sections 2.2 or 2.3, during the
          term of this License Agreement, to (the "License"):

          (a)  make, use and Sell, RIM Products and Services; and

          (b)  have RIM Products and Services made or provided by another
               manufacturer or supplier for the use and/or Sale by RIM or a
               RIM Affiliate;

          either on a stand alone basis or with Third-Party Products and
          Services (whether such combination is completed by RIM, a RIM
          Affiliate or Channel Partner).

2.2       The License includes the right for RIM and its Affiliates to grant
          sublicenses under the NTP Patents as follows:

          (a)  to RIM Customers, to use RIM Products and Services; and

          (b)  to Channel Partners, to make, use and Sell RIM Products and
               Services, and in the case of Channel Partners who are licensees
               under one of RIM's BlackBerry technology licensing programs, to
               have made RIM Products and Services.

2.3       The License also includes the right for RIM and its Affiliates to
          grant sublicenses to third parties under the NTP Patents to make,
          have made, use, and Sell Third Party Products and Services solely to
          the extent that:

          (a)  the Third Party Products and Services are used as part of a
               BlackBerry System and for the avoidance of doubt, if Third
               Party Products and Services interact, interface or combine with
               RIM Products, RIM Services or a RIM Network in a BlackBerry
               System they shall be deemed to be used as part of a BlackBerry
               System; or

          (b)  the combination, interaction or interfacing of a RIM Product,
               RIM Service or RIM Network with such Third Party Products and
               Services causes the combination of elements to fall within the
               scope of at least one claim of the NTP Patents, provided that:
               (i) the Third Party Products and Services alone would not fall
               within the scope of a claim of the NTP Patents in and of
               themselves, and (ii) the RIM Product, RIM Service or RIM
               Network or the use thereof as authorized by RIM or a RIM
               Affiliate is a significant portion of the combination;

          provided that (i) RIM may not grant a sublicense to, and the
          Non-Assert Covenant does not include, use of Third Party Products and
          Services in combination with a RIM Network Sold to a Wireless Carrier
          on a standalone basis other than for use as part of a BlackBerry
          System, and (ii) the forgoing rights in Section 2.3 include the right
          to grant sublicenses to any Channel Partner or RIM Customer in
          relation to a combination, interaction, or interfacing of RIM
          Products, RIM Services or a RIM Network as contemplated in any
          business model that has been announced or made commercially available
          as of the Effective Date. The Parties further confirms that it is
          their common intention that the sublicense rights in this Section 2.3
          with respect to Third Party Products shall be construed to be
          applicable solely in connection with the manufacture, Sale or use of
          RIM Products or RIM Services.

2.4       NTP's license applicable to the Additional Patents shall not permit
          the manufacture, use or sale of any standalone products or services
          that are not Sold for use with or as part of RIM Products, RIM
          Services or a RIM Network.

2.5       No Implied License, Warranty or Rights. Nothing in this License
          Agreement shall be construed as granting by implication or
          otherwise, any license, warranty (implied in fact or in law) or
          rights other than those expressly granted herein.

2.6       NTP and RIM acknowledge and agree that if a case under the United
          States Bankruptcy Code ("Bankruptcy Code") is filed by or against
          NTP, and in the case this License Agreement is rejected pursuant to
          Section 365 of the Bankruptcy Code, then RIM may exercise all rights
          provided by Section 365(n) with respect to the License Agreement
          including the right to retain the License and the full rights and
          benefits of the Non-Assert Covenant granted herein. The rights and
          licenses and Non-Assert Covenant granted to RIM pursuant to this
          License Agreement are, and shall otherwise be deemed to be, for
          purposes of Section 365(n) of the Bankruptcy Code, 11 U.S.C. Section
          101 et seq., licenses of rights to "intellectual property" as
          defined under Section 101(35a) of the U.S. Bankruptcy Code.

2.7       The License granted in this Article II shall run with title to the
          NTP Patents and shall bind any assignee or other person who acquires
          an interest in any of the NTP Patents through assignment,
          conveyance, grant or otherwise.

2.8       Nothing in this License Agreement shall be construed as a warranty
          or representation by NTP as to the validity or scope of any of the
          NTP Patents. In no event shall the Settlement Payment defined in
          Section 1.18 be recoverable, refundable or refunded, directly or
          indirectly, for any reason whatsoever. Without limiting the
          foregoing, the Settlement Payment defined in Section 1.18 shall be
          non-refundable, regardless of any outcome of any reexamination or
          other proceeding involving the validity, enforceability or scope of
          any of the NTP Patents.

                           III. COVENANT NOT TO SUE

3.1       NTP hereby covenants (the "Non-Assert Covenant") that it will not
          make or assert against (a) RIM, (b) its Affiliates, (c) Channel
          Partners, (d) RIM Customers or (e) manufacturers and suppliers to
          RIM, RIM Affiliates and Channel Partners, any Claim arising during
          the term of this Agreement under any Patent, which Claim is covered
          by the License or would have been covered if the License had been in
          effect prior to the Effective Date. This covenant not to sue shall
          run with title to the NTP Patents and shall bind any assignee or
          other person who acquires an interest in any of the NTP Patents
          through assignment, conveyance, grant or otherwise. Any assignment
          of any interest in any of the NTP Patents shall be expressly made
          subject to the terms of this Section 3.1. This covenant not to sue
          is subject to Section 2.3.

                      IV. REPRESENTATIONS AND WARRANTIES

4.1       Each Party hereby represents, warrants and covenants that:

          (a)  it has, and throughout the term of this License Agreement will
               have, the full right, power, authority and competence to enter
               into and perform its obligations under this License Agreement;

          (b)  this License Agreement has been duly executed by such Party;

          (c)  this License Agreement constitutes a legal, valid and binding
               obligation of such Party, enforceable against it in accordance
               with its terms, subject to limitations of bankruptcy,
               liquidation, reorganization, insolvency, moratorium and
               enforcement of creditors' rights generally, general principles
               of equity and public policy constraints;

          (d)  the execution and delivery of this License Agreement and the
               performance of such Party's obligations hereunder (i) do not
               conflict with or violate such Party's corporate charter or
               bylaws or any requirement of applicable laws or regulations,
               and (ii) do not and shall not conflict with, violate or breach
               or constitute a default or require any consent under, any
               agreement, contract, commitment or obligation by which it is
               bound;

          (e)  all necessary consents, approvals and authorizations of all
               government authorities and other persons and Entities required
               to be obtained by such Party in connection with the execution,
               delivery and performance of this License Agreement have been
               obtained; and

          (f)  each of the persons signing this License Agreement is duly
               authorized, with full authority to bind the respective Party,
               and no signature of any other person or Entity is necessary to
               bind the respective Party.

4.2       Each Party will indemnify and hold harmless the other Party for a
          material breach of Section 4.1.

4.3       NTP hereby represents and warrants to RIM as follows and
          acknowledges and agrees that RIM has been induced to enter into the
          Settlement Agreements in reliance on the representations and
          warranties set forth in this License Agreement:

          (a)  The Patent applications listed in Schedule A are the only
               Patent applications that NTP currently has pending.

          (b)  NTP does not own or control any Patents or Patent applications
               other than those set out in Schedule A and there are no US
               patents that NTP is aware of, or that NTP owns or controls that
               correspond to or claim priority to any of the patents or
               applications listed in Schedule A beyond those listed in
               Schedule A.

          (c)  NTP (i) owns the entire right, title and interest in and to the
               Patents and Patent applications listed in Schedule A1 and NTP
               has the sole right and authority to enforce the patents and
               patent applications listed in Schedule A1; and (ii) to the best
               of its knowledge owns the entire right, title and interest in
               and to the Patent applications listed in Schedule A2 and has
               the sole right and authority to enforce the Patent applications
               listed in Schedule A2;

          (d)  NTP has made due inquiries respecting any existing or potential
               Claim by any Entity to any right, title or interest in or to
               any of the Patents and Patent applications listed in Schedule
               A, and, after due inquiries, except for the Computer Leasco
               Litigation and RIM's own challenges thereto, as of the date
               hereof, there are no such Claims, commenced, pending or
               threatened against NTP that are known to NTP which will or
               might in any way affect or relate to or impair or reduce the
               rights and benefits provided to RIM pursuant to this License
               Agreement.

          (e)  As of the Effective Date there are no Encumbrances on the
               Patents and Patent applications listed in Schedule A.

4.4       NTP has not made and will not (whether in connection with the
          Computer Leaseco Litigation or otherwise) make any commitments or do
          anything inconsistent with or in derogation of such rights, or which
          could impair or reduce the rights and benefits granted, to RIM
          herein.

                            V. TERM AND TERMINATION

5.1       This License Agreement shall run from the Effective Date to the date
          of expiration of the last to expire of the NTP Patents.
          Notwithstanding the forgoing, NTP may terminate this Agreement if
          RIM materially breaches the provisions of Section 4.2(a) or 4.2(b)
          of the Settlement Agreement and fails to cure or take all available
          steps to cure such breaches within forty (45) days of receiving
          written notice of such breaches from NTP setting out detailed
          particulars of same and that NTP intends to terminate this Agreement
          if the breaches are not cured. Such termination shall take effect
          ninety (90) days from RIM's receipt of the notice (except to the
          extent being disputed in litigation between the parties unless
          otherwise ordered by the relevant court), provided that RIM does not
          take the aforesaid steps to cure same. The parties agree that
          notwithstanding any termination of this Agreement, the License and
          the covenant not to sue set forth in Section 3 shall survive with
          respect to products Sold prior to the effective date of the
          termination and the continued provision of services for such
          products.

                     VI. ASSIGNMENT AND CHANGE OF CONTROL

6.1       Assignment of License Agreement by RIM.

          (a)  Except as provided in Section 6.1(b) below, this License
               Agreement shall not be assigned, extended, delegated or
               otherwise transferred by RIM without the prior written consent
               of NTP, and any purported assignment or transfer without such
               consent shall be null and void.

          (b)  RIM may transfer or assign this License Agreement to (i) a
               third party that acquires all or substantially all of the
               assets of RIM, (ii) a third party that is the surviving third
               party in a merger with RIM, (iii) a corporate successor in
               interest of RIM, or (iv) an Affiliate of RIM.



<PAGE>



                             VII. INDEMNIFICATION

7.1       RIM shall indemnify, defend, and hold NTP harmless from any and all
          claims, judgments, liabilities, costs and expenses, including
          reasonable attorneys' fees, arising out of or related, directly or
          indirectly, to any physical injury or loss or physical damage to
          persons or tangible personal property arising from, relating to, or
          in any way connected with, the manufacture, marketing, promotion,
          sale or use of any RIM Products or RIM Services.

                                 VIII. NOTICES

8.1       All notices under this License Agreement shall be in writing and
          delivered by facsimile transmission, overnight express mail, same or
          next day courier service, or by personal delivery to such Party at
          the address given below, or such other address as provided by a
          Party by written notice in accordance with this Section 8.1 which,
          to be effective, must be given at least ten (10) days in advance of
          notice:




If to NTP:                                 with copies to:

NTP, Incorporated                          James H. Wallace, Jr.
Attn: Donald Stout                         Wiley Rein & Fielding LLP
1751 Pinnacle Drive, Suite 1700            1776 K Street, N.W.
McLean, Virginia 22102                     Washington, D.C. 20006
Tel: (703) 714-7400                        Tel: (202) 719-7000
Fax: (703) 714-7410                        Fax: (202) 719-7049

                                           and

                                           Thomas F. Kaufman
                                           Hunton & Williams LLP
                                           1900 K Street, NW
                                           Washington, DC 20006
                                           Tel: (202) 955-1604
                                           Fax: (202) 828-3718

If to RIM:

Research In Motion Limited                 With a copy to:
295 Phillip Street,
Waterloo, Ontario                          Research In Motion Limited
N2L 3W8                                    295 Phillip Street,
Attention: Jim Balsillie, Chairman &       Waterloo, Ontario
Co-CEO                                     N2L 3W8
Fax: 519-888-7835                          Attention: Legal Department
                                           Fax: (519)-888-1975

                                           and

                                           Howard Rice Nemerovski Canady Falk &
                                           Rabkin, A
                                           Professional Corporation
                                           3 Embarcadero Center
                                           Suite 700
                                           San Francisco, California 94111
                                           Attention: Martin R. Glick
                                           Fax: (415) 217-5910

                            IX. GENERAL PROVISIONS

9.1       Choice of Law. The Parties agree that this License Agreement shall
          be governed by the internal laws of the Commonwealth of Virginia
          applicable to agreements made and to be performed entirely within
          such Commonwealth, regardless of where in fact any obligations
          hereunder are performed and without regard to the choice or conflict
          of law principles or provisions of any jurisdiction.

9.2       For the purpose of resolving any disputes, each Party hereby
          irrevocably submits to the exclusive jurisdiction of the federal
          courts, or the state courts if no federal jurisdiction exists,
          located within the Commonwealth of Virginia.

9.3       No Marking Requirement. RIM is under no obligation to mark any RIM
          Products or RIM Services with any information regarding NTP or any
          of the NTP Patents. RIM shall, however, indicate on its website or
          in its licensing documentation the RIM Products and RIM Services
          that may be covered by the NTP Patents The following statements are
          deemed to satisfy the foregoing requirement: "This product is
          licensed under one or more of the following patents from NTP, Inc.:
          [list all patents on website]" or "RIM has licensed one or more of
          the following NTP, Inc. patents: [list all patents on website]."

9.4       Third Party Beneficiaries. NTP acknowledges and agrees that RIM's
          present and future Channel Partners, RIM Customers, suppliers and
          manufacturers under have made rights and Affiliates (the "Third
          Party Beneficiaries") are intended third party beneficiaries of the
          Settlement Agreements and that RIM is entering into the Settlement
          Agreements on its own behalf and for the benefit of such Third Party
          Beneficiaries subject to the following limitations: (i) the Third
          Party Beneficiaries shall not institute any proceedings against NTP
          arising from or related to the Settlement Agreements except to
          enforce the License or Non-Assert Covenant made on its behalf and
          only in response to any Claim made by NTP against such Third Party
          Beneficiary that violates the terms of the License or Non-Assert
          Covenant; and (ii) RIM and NTP may by mutual agreement, amend,
          modify, alter or otherwise deal with the Settlement Agreements
          without the consent of any of Third Party Beneficiary even if such
          amendment, modification or alteration abrogates, or reduces in any
          way any Third Party Beneficiary's rights under these agreements.

9.5       Entire Agreement. The Settlement Agreements, including this License
          Agreement and the Settlement Agreement executed concurrently
          herewith, constitute the entire agreement of the Parties with
          respect to the subject matter hereof and shall not be modified,
          supplemented, or repealed except by a writing signed by each of the
          Parties. All prior discussions, written communications, and
          negotiations have been merged and integrated into and/or are
          superseded by the Settlement Agreements.

9.6       Execution of Counterparts. This License Agreement may be executed in
          one or more counterparts, each of which shall be deemed to be an
          original and all executed counterparts together shall be deemed to
          be one and the same instrument. This License Agreement may also be
          executed and delivered via facsimile, with facsimile signatures
          being replaced with original signatures sent via overnight mail or
          overnight courier.

9.7       Construed as Jointly Prepared. This License Agreement shall be
          construed as if the Parties jointly prepared it and any uncertainty
          or ambiguity shall not be interpreted against any one Party because
          of the manner in which this License Agreement was drafted or
          prepared.

9.8       Invalidity and Severability. If any provision of this License
          Agreement is invalid, illegal or unenforceable under any applicable
          law or is so held by applicable court decision, such invalidity,
          illegality or unenforceability shall not render this License
          Agreement illegal, invalid or unenforceable as a whole, and the
          remaining provisions of this License Agreement shall not be
          affected.

9.9       Waiver. No waiver of any breach of any term or provision of this
          License Agreement shall be construed to be, nor shall be, a waiver
          of any other breach of the same or any other term of this License
          Agreement. No waiver shall be binding unless in writing and signed
          by the Party waiving the breach.

9.10      Relationship of the Parties. This License Agreement does not
          constitute a partnership agreement, nor does it create a joint
          venture or agency relationship between or among the Parties. No
          Party shall hold itself out contrary to the terms of this Agreement.
          No Party shall be liable to any third party for the representations,
          acts or omissions of any other Party.



<PAGE>


IN WITNESS WHEREOF, the Parties, being fully authorized and empowered to bind
themselves to this License Agreement, have authorized and executed this
License Agreement on the date set forth opposite their respective signatures.






                                                 NTP INCORPORATED



                                                 By: /s/ DONALD E. STOUT
                                                     --------------------
Date: March 3, 2006                              Name:  DONALD E. STOUT
                                                 Title: AUTHORIZED SIGNATORY


Statement of Witness
--------------------

I, TYLER MADDRY, state that I was personally present and did see
who is personally known to me to be the person named in the above assignment,
executed the same on the day and year set forth above.


                                                 /s/ TYLER MADDRY
                                                 --------------------------
                                                 (signature of witness)




                                                 RESEARCH IN MOTION LIMITED



                                                 By: /s/ DENNIS KAVELMAN
                                                     -------------------
Date: March 3, 2006                              Name: DENNIS KAVELMAN
                                                 Title: CHIEF FINANCIAL OFFICER

Statement of Witness
--------------------

I, MICHELLE DENT, state that I was personally present and did see who
is personally known to me to be the person named in the above assignment,
executed the same on the day and year set forth above.


                                                 /s/ MICHELLE DENT
                                                 --------------------------
                                                 (signature of witness)



<PAGE>

<TABLE>
<CAPTION>


                                                    SCHEDULE A1

            UNITED STATES AND CANADIAN PATENTS AND PATENT APPLICATIONS OWNED OR CONTROLLED BY NTP, INC.



---------------------------------------------------------------------------- --------------------------- --------------------
                   Patents/ Applications                                         Inventors               Filing Date
---------------------------------------------------------------------------- --------------------------- --------------------
<S>                                                                         <C>                          <C>
U.S. Patent No. 5,436,960                                                    Thomas J. Campana Jr.       05/20/1991
Electronic Mail System With RF Communications To Mobile Processors And       Michael Ponschke
Method Of Operation Thereof                                                  Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,625,670                                                    Thomas J. Campana Jr.       05/18/1995
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,819,172                                                    Thomas J. Campana Jr.       04/23/1997
Electronic Mail System With RF Communications To Mobile Radios               Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 6,067,451                                                    Thomas J. Campana Jr.       09/28/1998
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 6,317,592                                                    Thomas J. Campana Jr.       12/06/1999
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,438,611                                                    Thomas J. Campana Jr.       05/23/1994
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
Originating From Outside Of The Electronic Mail System And Method Of         Gary F. Thelen
Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,479,472                                                    Thomas J. Campana Jr.       05/20/1991
System For Interconnecting Electronic Mail By RF Communications And Method   Michael Ponschke
Of Operation Thereof                                                         Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,631,946                                                    Thomas J. Campana Jr.       5/16/1995
System For Transferring Information From A RF Receiver To A Processor        Michael Ponschke
Under Control Of A Program Stored By The Processor And Method Of Operation   Gary F. Thelen
Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 09/640,076                                Thomas J. Campana Jr.       08/17/2000
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 10/086,846                                Thomas J. Campana Jr.       03/04/2002
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 10/090,841                                Thomas J. Campana Jr.       03/06/2002
Electronic Mail System With RF Communications To Mobile Processors           Michael Ponschke
                                                                             Gary F. Thelen
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 07/702,319
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 07/850,275
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 07/850,274
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent Application Serial No. 07/850,487
---------------------------------------------------------------------------- --------------------------- --------------------
ALL OF THE FOLLOWING PATENTS ARE "ADDITIONAL PATENTS"

---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,446,759                                                    Thomas J. Campana Jr.       08/26/1993
Information Transmission System And Method Of Operation
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,640,146                                                    Thomas J. Campana Jr.       02/24/1995
Radio Tracking System And Method Of Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,650,769                                                    Thomas J. Campana Jr.       02/24/1995
Radio Receiver For Use In A Radio Tracking System And A Method Of
Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,694,428                                                    Thomas J. Campana Jr.       02/07/1995
Transmitting Circuitry For Serial Transmission Of Encoded Information
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,710,798                                                    Thomas Campana Jr.          06/02/1995
System For Wireless Transmission And Receiving Of Information And Method
Of Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,714,937                                                    Thomas J. Campana Jr.       02/23/1996
Omnidirectional And Directional Antenna Assembly
--------------------------------------------------------------------------- --------------------------- ---------------------
U.S. Patent No. 5,717,725                                                    Thomas J. Campana Jr.       02/21/1995
System For Wireless Transmission And Receiving Of Information Through A
Computer Bus Interface And Method Of Operation
--------------------------------------------------------------------------- --------------------------- ---------------------
U.S. Patent No. 5,722,059                                                    Thomas J. Campana Jr.       12/06/1995
Radio Receiver For Use In A Radio Tracking System And A Method Of
Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,722,064                                                    Thomas J. Campana Jr.       12/06/1995
Radio Receiver For Use In A Radio Tracking System
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,742,644                                                    Thomas J. Campana Jr.       02/07/1995
Receiving Circuitry For Receiving Serially Transmitted Encoded Information
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,745,532                                                    Thomas J. Campana Jr.       06/02/1995
System For Wireless Transmission And Receiving Of Information And Method
Of Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,751,773                                                    Thomas J. Campana Jr.       02/07/1995
System For Wireless Serial Transmission Of Encoded Information
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 5,973,601                                                    Thomas J. Campana Jr.       12/02/1997
Radio Receiver For Use In A Radio Tracking System And A Method Of
Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 6,169,485                                                    Thomas J. Campana Jr.       08/25/1999
System And Method Of Radio Transmission Between A Radio Transmitter And
Radio Receiver
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 6,198,783                                                    Thomas J. Campana Jr.       05/12/1998
System For Wireless Serial Transmission Of Encoded Information
--------------------------------------------------------------------------- --------------------------- ---------------------
U.S. Patent No. 6,272,190                                                    Thomas J. Campana Jr.       02/10/1998
System For Wireless Transmission And Receiving Of Information And Method
Of Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------
U.S. Patent No. 6,337,628                                                    Thomas J. Campana Jr.       12/29/2000
Omnidirectional And Directional Antenna Assembly
---------------------------------------------------------------------------- --------------------------- --------------------

---------------------------------------------------------------------------- --------------------------- --------------------

----------------------------------------------------------------------------- --------------------------- -------------------

--------------------------------------------------------------------------- --------------------------- ---------------------
Canadian Patent No. 2,169,078                                                Thomas J. Campana Jr.       08/26/1993
Information Transmission System And Method Of Operation
---------------------------------------------------------------------------- --------------------------- --------------------
Canadian Patent No. 2,212,009                                                Thomas J. Campana Jr.       02/23/1996
Radio Tracking System And Method Of Operation Thereof
---------------------------------------------------------------------------- --------------------------- --------------------

---------------------------------------------------------------------------- --------------------------- --------------------

---------------------------------------------------------------------------- --------------------------- --------------------

---------------------------------------------------------------------------- --------------------------- --------------------

---------------------------------------------------------------------------- --------------------------- --------------------

</TABLE>


<PAGE>



<TABLE>
<CAPTION>

                                                    SCHEDULE A2


   PATENTS AND PATENT APPLICATIONS OWNED OR CONTROLLED BY NTP, INC. [all patents and applications listed in this
                                       Schedule A2 are "Additional Patents"]


---------------------------------------------------------------------- ------------------------- ------------------------
                                                                                                       Filing Date
                                                                                                  (local or PCT filing
                        Patents/ Applications                                 Inventors                  date)
---------------------------------------------------------------------- ------------------------- ------------------------
<S>                                                                    <C>                            <C>
Canadian Patent Application No. 2,212,008                              Thomas J. Campana Jr.           02/05/1996
Transmitting And Receiving Circuitry For Serially Transmitting And
Serially Receiving Encoded Information And Method Of Operation
---------------------------------------------------------------------- ------------------------- ------------------------
European Patent Application No. 811214                                 Thomas J. Campana Jr.           02/23/1996
Radio Tracking System And Method Of Operation Thereof
---------------------------------------------------------------------- ------------------------- ------------------------
European Patent Application No. 716790                                 Thomas J. Campana Jr.           08/26/1993
Information Transmission System And Method Of Operation
---------------------------------------------------------------------- ------------------------- ------------------------
PCT Patent Application WO 9625802                                      Thomas J. Campana Jr.           02/05/1996
Transmitting And Receiving Circuitry For Serially Transmitting And
Serially Receiving Encoded Information And Method Of Operation
---------------------------------------------------------------------- ------------------------- ------------------------
PCT Patent Application WO 9506368                                      Thomas J. Campana Jr.           08/26/1993
Information Transmission System And Method Of Operation
---------------------------------------------------------------------- ------------------------- ------------------------
PCT Patent Application WO 9221197                                      Thomas J. Campana Jr.            5/18/1992
Electronic Mail System And System For Interconnecting Electronic
Mail Systems By RF Communications
--------------------------------------------------------------------- ------------------------- ------------------------
PCT Patent Application WO 9627173                                      Thomas J. Campana Jr.           09/06/1996
Radio Tracking System And Method Of Operation Thereof
---------------------------------------------------------------------- ------------------------- ------------------------
Australian Patent Application No. 96/51610                             Thomas J. Campana Jr.           08/26/1993
Radio Tracking System And Method Of Operation Thereof
--------------------------------------------------------------------- ------------------------- -------------------------
Australian Patent Application No. 96/47308                             Thomas J. Campana Jr.           02/05/1996
Transmitting And Receiving Circuitry For Serially Transmitting And
Serially Receiving Encoded Information And Method Of Operation
---------------------------------------------------------------------- ------------------------- ------------------------
Australian Patent Application No. 93/50943                             Thomas J. Campana Jr.           08/26/1993
Information Transmission System And Method Of Operation
---------------------------------------------------------------------- ------------------------- ------------------------
Japanese patent app. / reg. JP 2002515192                                                              02/23/1996
---------------------------------------------------------------------- ------------------------- ------------------------
Japanese patent app. / reg. JP 9502581                                                                 08/26/1993
---------------------------------------------------------------------- ------------------------- ------------------------

</TABLE>




<PAGE>


                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                             RESEARCH IN MOTION LIMITED
                                     -------------------------------------------
                                                (Registrant)

Date: March 13, 2006                 By:    /S/ DENNIS KAVELMAN
      -------------------------             -----------------------------------
                                     Name:  Dennis Kavelman
                                     Title: Chief Financial Officer




</TEXT>
</DOCUMENT>
</SUBMISSION>
