EXHIBIT 10.4 - FORM OF STOCK OPTION AGREEMENT UNDER THE 1994 STOCK PLAN

                             STOCK OPTION AGREEMENT
                 GRANTED UNDER GEOWORKS' 1994 STOCK OPTION PLAN


     Unless otherwise defined herein, the terms defined in the 1994 Stock Option
Plan (the "Plan") shall have the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT

OPTIONEE NAME ("Optionee")

     You have been  granted an option to purchase  Common  Stock of the Company,
subject to the terms and  conditions of the Plan and this Option  Agreement,  as
follows:

     Grant Number                               000000

     Date of Grant                              0/0/00

     Vesting Commencement Date                  0/0/00

     Exercise Price per Share                   $0.000

     Total Number of Shares Granted             0

     Total Exercise Price                       $000.000

     Type of Option:                            Non-Qualified Stock Option

     Term/Expiration Date:                      0/0/10

     Vesting Schedule:

     This Option may be exercised,  in whole or in part, in accordance  with the
following schedule:

     1/48TH of the  Shares  subject to the  Option  shall  vest on each  monthly
anniversary  beginning with the month  following the Vesting  Commencement  Date
over a period of forty-eight (48) months.

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     Termination Period:

     This  Option  may  be  exercised  for  90  days  after  termination  of the
Optionee's  employment or  consulting  relationship  with the Company.  Upon the
death  or  disability  (as  defined  in  Section  22(a)(3)  of the  Code) of the
Optionee, this Option may be exercised for such longer period as provided in the
Plan.  In the  event  of the  Optionee's  change  in  status  from  Employee  to
Consultant  or  Consultant to Employee,  this Option  Agreement  shall remain in
effect.   In  no  event   shall  this  Option  be   exercised   later  than  the
Term/Expiration Date as provided above.

II.  AGREEMENT

     1. Grant of Option.  The Administrator  hereby grants to the Optionee named
in the Notice of Grant attached as Part I of this Agreement (the "Optionee"), an
option  (the  "Option")  to purchase  the number of Shares,  as set forth in the
Notice  of Grant,  at the  exercise  price per share set forth in the  Notice of
Grant (the "Exercise  Price"),  subject to the terms and conditions of the Plan,
which is incorporated herein by reference. Subject to Section 15 of the Plan, in
the event of a conflict  between the terms and  conditions of the Plan the terms
and  conditions of this Option  Agreement,  the terms and conditions of the Plan
shall prevail.

     If designated in the Notice of Grant as an Incentive  Stock Option ("ISO"),
this Option is intended to qualify as an Incentive  Stock  Option under  Section
422 of the Code.  However,  if this Option is intended to be an Incentive  Stock
Option,  to the extent that it exceeds the $100,000 rule of Code Section  422(d)
such excess shall be treated as if it were a Nonstatutory Stock Option ("NSO").

     2. Exercise of Option

          (a) Right to Exercise.  This Option is exercisable  during its term in
     accordance with the Vesting Schedule set out in the Notice of Grant and the
     applicable  provisions of the Plan and this Option Agreement.  In the event
     of  Optionee's  death,   disability  or  other  termination  of  Optionee's
     employment or consulting relationship,  the exercisability of the Option is
     governed  by  the  applicable  provisions  of  the  Plan  and  this  Option
     Agreement.

          (b) Method of Exercise.  This Option is  exercisable by delivery of an
     exercise  notice,  in the  form  approved  by the  Company  (the  "Exercise
     Notice"), which shall state the election to exercise the Option, the number
     of Shares in respect of which the Option is being exercised (the "Exercised
     Shares"),  and such other representations and agreements as may be required
     by the Company  pursuant to the provisions of the Plan. The Exercise Notice
     shall be signed by the  Optionee  and  shall be  delivered  in person or by
     certified mail to the Secretary of the Company.  The Exercise  Notice shall
     be  accompanied  by  payment  of the  aggregate  Exercise  Price  as to all
     Exercised Shares.  This Option shall be deemed to be exercised upon receipt
     by the Company of such fully executed  Exercise Notice  accompanied by such
     aggregate Exercise Price.

          No Shares  shall be issued  pursuant  to the  exercise  of this Option
     unless such issuance and exercise complies with all relevant  provisions of
     law and the  requirements  of


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     any stock  exchange  or  quotation  service  upon which the Shares are then
     listed.  Assuming  such  compliance,  for income tax purposes the Exercised
     Shares  shall be  considered  transferred  to the  Optionee on the date the
     Option is exercised with respect to such Exercised Shares.

     3. Method of Payment.  Payment of the aggregate  Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

          (a) cash;

          (b) check; or

          (c) delivery of a properly executed Exercise Notice together with such
     other  documentation  as the  Administrator  and the Optionee's  broker (if
     applicable)  may require in order for the Exercise Price to be paid through
     proceeds from the sale of a portion of the shares issued upon such exercise
     (or through a loan in anticipation of the receipt of such proceeds).

     4. Non-Transferability of the Option. This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised  during the lifetime of the Optionee only by the Optionee.  The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

     5. Term of Option.  This Option may be  exercised  only within the term set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance with the Plan and the terms of this Option Agreement.

     6.  Tax  Consequences.  Some  of  the  federal  and  California  state  tax
consequences  relating to this Option,  as of the date of this  Option,  are set
forth  below.  THIS  SUMMARY  IS  NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND
REGULATIONS  ARE SUBJECT TO CHANGE.  THE OPTIONEE  SHOULD  CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

          (a) Exercising the Option.

               (i)  Nonstatutory  Stock  Option.  The Optionee may incur regular
          federal  income tax and  California  state income tax  liability  upon
          exercise of an NSO.  The Optionee  will be treated as having  received
          compensation  income  (taxable at ordinary  income tax rates) equal to
          the excess,  if any, of the Fair Market Value of the Exercised  Shares
          on the date of exercise over their  aggregate  Exercise  Price. If the
          Optionee  is an  Employee or a former  Employee,  the Company  will be
          required  to withhold  from his or her  compensation  or collect  from
          Optionee and pay to the  applicable  taxing  authorities  an amount in
          cash equal to a percentage of this compensation  income at the time of
          exercise,  and may refuse to honor the  exercise and refuse to deliver
          Shares if such  withholding  amounts are not  delivered at the time of
          exercise.

               (ii) Incentive Stock Option.  If this Option qualifies as an ISO,
          the Optionee  will have no regular  federal  income tax or  California
          state income tax liability upon


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<PAGE>

          its exercise, although the excess, if any, of the Fair Market Value of
          the  Exercised  Shares on the date of  exercise  over their  aggregate
          Exercise Price will be treated as an adjustment to alternative minimum
          taxable  income for federal  income tax  purposes  and may subject the
          Optionee to  alternative  minimum tax in the year of exercise.  In the
          event that the Optionee  undergoes a change of status from Employee to
          Consultant,  any  Incentive  Stock Option of the Optionee that remains
          unexercised  shall cease to qualify as an  Incentive  Stock Option and
          will be treated for tax purposes as a Nonstatutory Stock Option on the
          ninety-first (91st) day following such change in status.

          (b) Disposition of Shares.

               (i) NSO. If the Optionee  holds NSO Shares for at least one year,
          any gain realized on  disposition of the Shares over Fair Market Value
          of the  Exercised  Shares  at time of  exercise  will  be  treated  as
          long-term capital gain for federal income tax purposes.

               (ii) ISO. If the Optionee  holds ISO Shares for at least one year
          after  exercise and two years after the grant date,  any gain realized
          on disposition of the Shares will be treated as long-term capital gain
          for  federal  income tax  purposes.  If the  Optionee  disposes of ISO
          Shares  within one year after  exercise  or two years  after the grant
          date,  any  gain  realized  on such  disposition  will be  treated  as
          compensation  income  (taxable at ordinary income rates) to the extent
          of the excess, if any, of the lesser of (A) the difference between the
          Fair Market  Value of the Shares  acquired on the date of exercise and
          the aggregate  Exercise Price, or (B) the difference  between the sale
          price of such Shares and the aggregate Exercise Price.

          (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
     sells or otherwise  disposes of any of the Shares  acquired  pursuant to an
     ISO on or before the later of (i) two years after the grant  date,  or (ii)
     one year after the exercise date, the Optionee shall immediately notify the
     Company in writing of such disposition.  The Optionee agrees that he or she
     may be subject to income tax withholding by the Company on the compensation
     income  recognized from such early  disposition of ISO Shares by payment in
     cash or out of the current earnings paid to the Optionee.

     7. Entire  Agreement;  Governing  Law. The Plan is  incorporated  herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with  respect to the subject  matter  hereof and  supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and may not be modified  adversely to the
Optionee's  interest  except by means of a writing  signed  by the  Company  and
Optionee.  This  agreement is governed by California law except for that body of
law pertaining to conflict of laws.

     By your signature and the signature of the Company's  representative below,
you and the Company  agree that this Option is granted under and governed by the
terms  and  conditions  of the Plan  and this  Option  Agreement.  Optionee  has
reviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an
opportunity  to obtain the  advice of counsel  prior to  executing  this  Option
Agreement and fully understands all provisions of the Plan and


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<PAGE>
Option  Agreement.  Optionee hereby agrees to accept as binding,  conclusive and
final all decisions or  interpretations  of the Administrator upon any questions
relating to the Plan and Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence indicated below.

OPTIONEE                                        GEOWORKS

----------------------------                    ----------------------------
Signature                                       Signature
                                                David L. Grannan
----------------------------                    Chief Executive Officer
Type or Print Name

----------------------------                    960 Atlantic Avenue
Residence Address                               Alameda, CA 94501-1074

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

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


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<PAGE>

                                CONSENT OF SPOUSE


The  undersigned  souse of Optionee  has read and hereby  approves the terms and
conditions  of the Plan and  this  Option  Agreement.  In  consideration  of the
Company's  granting his or her spouse the right to purchase  Shares as set forth
in the Plan and this  Option  Agreement,  the  undersigned  hereby  agrees to be
irrevocably  bound by the  terms  and  conditions  of the  Plan and this  Option
Agreement  and further  agrees that any  community  property  interest  shall be
similarly bound.  The undersigned  hereby appoints the  undersigned's  spouse as
attorney-in-fact  for the undersigned  with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.


---------------------------------
Signature of Spouse of Optionee


---------------------------------
Type or Print Name


---------------------------------
Date



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<PAGE>

                                    EXHIBIT A
                                 1994 STOCK PLAN
                                 EXERCISE NOTICE


Geoworks
960 Atlantic Avenue
Alameda, CA 94501

Attention:  Corporate Secretary

     1. Exercise of Option.  Effective as of today  ______________,  19___,  the
undersigned  ("Purchaser")  hereby elects to purchase  ____________  shares (the
"Shares") of the Common Stock of Geoworks (the "Company")  under and pursuant to
the  1994  Stock  Plan  (the  "Plan")  and  the  Stock  Option  Agreement  dated
_____________,  19___, with Grant Number _____________ (the "Option Agreement").
The purchase price for the Shares shall be  $______________,  as required by the
Option Agreement.

     2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares in the form of:

        [ ]  Cash;

        [ ]  Check; or

        [ ]  Proceeds  from the sale of a portion  of the  Shares  (or a loan in
     anticipation  of the  receipt of such  proceeds),  subject to such  further
     documentation  and  conditions  as the  Administrator  and the  Purchaser's
     broker (if applicable) may require.

     3. Representations of Purchaser.  Purchaser acknowledges that Purchaser has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by any be bound by their terms and conditions.

     4.  Rights  as  Shareholder.  Until  the  issuance  (as  evidenced  by  the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the Company) of the stock certificate  evidencing such Shares, no right
to vote or receive  dividends or any other rights as a  shareholder  shall exist
with respect to the Optioned Stock,  notwithstanding the exercise of the Option.
A share  certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as  practicable  after  exercise of the Option.  No adjustments
will be made for a dividend or other right for which the record date is prior to
the date the stock  certificate  is issued,  except as provided in Section 12 of
the Plan.

     5. Tax  Consultation.  Purchaser  understands  that  Purchaser  may  suffer
adverse tax  consequences as a result of Purchaser's  purchase or disposition of
the Shares.  Purchaser  represents  that  Purchaser has  consulted  with any tax
consultants  Purchaser  deems  advisable  in  connection  with the  purchase  or
disposition  of the Shares and that  Purchaser is not relying on the Company for
any tax advice.


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<PAGE>

     6. Entire  Agreement;  Governing  Law.  The Plan and Option  Agreement  are
incorporated  herein by  reference.  This  Agreement,  the Plan,  and the Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Purchaser  with  respect to the subject  matter
hereof, and may not be modified adversely to the Purchaser's  interest except by
means of a writing  signed by the  Company  and  Purchaser.  This  agreement  is
governed by California law except for that body of law pertaining to conflict of
laws.

Submitted by:                               Accepted by:
PURCHASER                                   GEOWORKS

--------------------------------            ------------------------------------
Signature                                   Signature

--------------------------------            ------------------------------------
Type or Print Name                          Type or Print Name

--------------------------------            ------------------------------------
Residence Address                           Title: _____________________________

                                            960 Atlantic Avenue
--------------------------------            Alameda, CA 94501-1074


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