EXHIBIT 10.22

Exchange Agreement  between Teleca and Geoworks Ltd. dated February 1, 2003

Parties

The parties to this Agreement are

Geoworks Ltd., a wholly owned UK subsidiary of Geoworks Corporation, a Delaware
USA corporation, with its principal place of business as 6550 Vallejo Street,
Suite 102, Emeryville, CA 94608, and

Teleca Ltd, a UK registered company with its principal place of business as 634
Wilmslow Road, Didsbury, Manchester M20 3QX, UK

1.    Background

Teleca and Geoworks Ltd. have signed a non-disclosure agreement dated May 2002
(the "NDA") prior to Teleca and Geoworks Corporation entering discussions on the
purchase of Geoworks Ltd. These discussions concluded in an Agreement to
Purchase Shares dated September 23, 2002 with Geoworks Corporation (the
September Agreement). As Geoworks Corporation was not able to attain a quorate
number of shareholder votes to approve the transaction, the September Agreement
expired.

Given the combination of Geoworks' unstable financial situation and known
aggressive staff poaching activities by third party companies interested in the
telecoms skills of Geoworks' staff, it is likely that the UK staff will very
quickly find alternative employment and the UK business will become
unsustainable.

In an effort to minimize its potential liability to employees, creditors and
customers of the UK operation, Geoworks plans to terminate its business. This
agreement therefore allows Teleca the right to use plant and equipment in
exchange for assuming certain lease obligations described below.

2.    Right to use plant and equipment

Geoworks Ltd. currently has approximately $200,000 in personal property on its
books. This computer equipment and office furniture and supplies are all located
at Beechfield House, Lyme Green Business Park, Macclesfield, Cheshire, SK11 OJP
(the "Premises"), subject to Lease dated November 22, 1996 with Orbit Investment
(Properties) Limited (the "Lease"). Geoworks does not believe that the equipment
is worth the expense of disposing of. However, the equipment will be useful in
fulfilling near term customer requirements. Teleca does not need the Premises or
personal property in the long term but finds their use convenient in the near
term. Therefore, in return for $1, Geoworks will leave all personal

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property used in the business on the Premises as it closes coincident with this
agreement and Teleca is free to use same for as long as it is in the Premises.
In return, Teleca will assume all liabilities associated with the Lease, the
operation of the Premises and the use and disposition of the personal property.
It may be necessary to secure third party approval for use of some of the
personal property. Teleca will return any personal property belonging to
Geoworks Corporation upon request. Geoworks will use its reasonable best efforts
to secure authorization for Teleca's use of the premises and to limit Teleca's
related liability.

3.    Other terms

Neither party is providing any representations or warranties in connection with
this agreement, and this agreement is the parties' entire agreement with respect
to its subject matter. Each party agrees to cooperate with the other party's
reasonable requests to prepare and execute such additional documentation or
assurances as may be required to implement the provisions of this agreement in a
manner that lawfully minimizes each party's liability to third parties. The
contract shall be interpreted under English law and each party hereby submits to
the non-exclusive jurisdiction of the English Courts.

Signed................................................
For and on behalf of Teleca Ltd


Signed................................................
For and on behalf of Geoworks Ltd.