Exhibit 10.48

                                                                 [OPENWAVE LOGO]


April 28, 2003

Josh Pace
1400 Seaport Boulevard
Redwood City, CA 94063

Re:  Amended and Restated Employment Terms

Dear Josh:

This letter sets forth the terms of your employment at Openwave Systems Inc.
(the "Company"). This letter supersedes all prior agreements relating to the
terms of your employment, except for the Change of Control Severance Agreement,
(the "Change of Control Agreement") and the Confidentiality and Invention
Assignment Agreement (the "Confidentiality and Invention Assignment Agreement"),
each, between you and the Company and dated as of the same date of this letter.
The terms set forth below are effective as of today.

Your title will be Vice President, Finance and Chief Accounting Officer. You
will report to the Chief Administrative and Legal Officer. Your monthly base
salary is $20,000 per month or $240,000 on an annualized basis. In addition,
based upon achievement of financial and other performance objectives by the
Corporation under the Corporation's "Corporate Incentive Plan", the Company
shall pay to you an annual incentive cash award based upon a target which shall
be fifty percent (50%) of your base salary, with the actual annual incentive
cash award determined to be below, at, or above target, based upon the Company's
achievement level against the financial and performance objectives.
Notwithstanding the foregoing, the Corporate Incentive Plan does not currently
permit any payments unless the Company is profitable.

In addition, you will receive a bonus equal to $50,000 for each of the following
respective measurement dates provided you are still employed with the Company on
the corresponding measurement date. You will also be eligible for an additional
performance bonus of an additional $50,000 on each of the following respective
measurement dates based upon the achievement of written Company financial
objectives established by the CEO and corresponding to each such date. The
measurement dates are June 30, 2003, and September 30, 2003, and each payment
will be made within 30 days of the applicable measurement date.

Subject to approval of the Compensation Committee of the Board of Directors, you
will receive a restricted stock award of 75,000 shares of Company common stock
(the "Restricted Stock Award"), with 37,500 of the shares vesting on April 29,
2004, and the remaining 37,500 shares vesting ratably over the next twelve (12)
months on a monthly basis on the 29th of each month. All vesting shall be
contingent upon your continued employment at the Company on the applicable
vesting date. The Company is aware that you will incur federal and state income
taxes as a result of your receipt or the vesting of the Restricted Stock Award.
As we have agreed, the Company will pay you a cash bonus of $110,000 (not
subject to any tax gross up) to assist you in paying the taxes applicable to the
Restricted Stock Award. Should you timely make an election under Section 83(b)
of the Internal Revenue Code of 1986, as amended (an "83(b) election"), the
Company shall pay this entire cash bonus promptly after receiving evidence of
your 83(b) election. Should you not timely make an 83(b) election, the Company
shall pay the entire cash bonus on April 29, 2004, subject to your continued
employment through that date. The Company shall be entitled to pay the cash
bonus, or applicable portion thereof, as appropriate, to the applicable taxing
authorities upon your behalf. It is entirely your choice whether you make an
83(b) election and you should consult with your own tax and financial advisors
in that regard.

You also will be eligible and considered for a base pay adjustment and/or stock
option award in connection with the Company's 2003 annual executive compensation
and stock option review. In addition, you will be entitled to any benefits
applicable to you under the Company's Executive Severance Policy, as in effect
at the applicable time. As an employee, you also will continue to be eligible to
receive our standard employee benefits except for matters that this letter
provides you with more valuable benefits than the Company's standard policies.



You should be aware that your employment with the Company is for no specified
period and constitutes "at will" employment. As a result, you are free to resign
at any time, for any reason or for no reason. Similarly, the Company is free to
conclude its employment relationship with you at any time, with or without
cause, subject to the severance obligations under or referred to in this letter.

In consideration of the foregoing, you hereby reconfirm your obligations under
the Confidentiality and Invention Assignment Agreement.

Please review these terms to make sure they are consistent with your
understanding. If so, please send the original signed offer letter in the
provided envelope to Tim Silvera no later than five days after your receipt of
this letter.

                                            Accepted by:

--------------------                        -------------------------
Don Listwin                                 Josh Pace
President and CEO