NEWDEAL - MYTURN

                    CROSS-LICENSE AND DISTRIBUTION AGREEMENT


This Agreement is effective as of February 12, 2000 (the "Effective  Date"),  by
and between NewDeal, Inc., a Delaware corporation  ("NewDeal"),  whose principal
address is 20 Holland Street, Somerville,  MA, and MyTurn.com,  Inc., a Delaware
corporation  ("MyTurn"),  whose principal address is 960 Atlantic Avenue,  Suite
200, Alameda, California 94501.

                                    RECITALS

A.   NewDeal is an online  service  provider and  developer and publisher of
     computer software, as well as the worldwide exclusive licensee of the GEOS
     operating environment  and  application  suite for Personal Computers  and
     Internet terminals or devices with hard disk or other non-solid state mass
     storage devices, marketed by NewDeal as a suite of integrated  applications
     under various names and configurations, such as "NewDeal Office," "NewDeal
     SchoolSuite," and "NewDeal WebSuite".

B.   NewDeal is also a developer and publisher of aftermarket products for use
     in conjunction with GEOS and the NewDeal integrated application suites.

C.   MyTurn is an  online  service  provider  and  developer  and  publisher  of
     computer  software,  as well as the  worldwide  exclusive  licensee  of the
     GEOS(R) operating  environment and application suite for personal Computers
     and Internet terminals or devices with solid state storage devices.

D.   MyTurn is also a developer, reference design licensor, manufacturer and
     distributor of low-cost personal computers and Internet terminals and
     devices.

E.   The software products of both NewDeal and MyTurn are derived, in part, from
     the GEOS(R)  graphical  operating  environment and GEOS-based  applications
     licensed respectively to NewDeal and to MyTurn by Geoworks Corporation.

F.   NewDeal wishes to license its software technologies to MyTurn, for use by
     MyTurn in conjunction with its personal computer and Internet terminal
     products.

G.   NewDeal further wishes to selectively authorize MyTurn to distribute
     NewDeal's after-market products through MyTurn's distribution channels.

H.   MyTurn wishes to license its software technologies to NewDeal, for use by
     NewDeal in conjunction with its application suites and to authorize NewDeal
     to distribute MyTurn's aftermarket products and personal computer products
     in the Educational Market and the Non-Profit markets (eg. 501(C)3 and
     similar organizations).

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I.   Each Party wishes to license to the other certain improvements,  bug fixes,
     upgrades,  extensions,  enhancements,  tools, and documentation it makes or
     adds to its licensed technology, certain new products and technologies that
     each party  develops,  or that are jointly  developed,  or are developed in
     conjunction with third parties.

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         1.       DEFINITIONS

          1.1 "Party" and "Parties" refer to NewDeal and MyTurn.

          1.2 "NewDeal  Market(s)"  means all markets and channels  that NewDeal
          sells GEOS and the NewDeal  Application Suites to and through for Used
          Computers, and the following markets and channels for New Computers:

               (a) New Computers that have a  pre-installed  current  version of
               Microsoft Windows with a paid license,  except that for these New
               Computers  NewDeal  shall  exclude the  Consumer  User  Interface
               (CUI).

               (b) Africa,  on a non-exclusive  OEM basis,  where the OEM agrees
               contractually not to ship outside of Africa and agrees to require
               its  distributors to  contractually  agree not to ship outside of
               Africa.

               (c) where GEOS and the NewDeal Application  Suite(s) are embedded
               in a solid state device for a New  Computer  that is powered by a
               mechanical (e.g. spring) electrical energy source.

          1.3 "NewDeal Territory(ies)" means worldwide.

          1.4 "NewDeal Licensed Technology" means the GEOS operating environment
          and  applications  licensed to NewDeal by Geoworks  and all bug fixes,
          enhancements,   upgrades,  extensions,  tools,  documentation  or  new
          technology made or added thereto and included in NewDeal's Application
          Suite  products,  however  configured  and named,  as more  completely
          described in Exhibit A.

          1.5 "NewDeal  Application  Suite" means the GEOS operating  system,  a
          suite of integrated applications,  software development tools, and End
          User  documentation,  all as licensed,  developed  and/or  enhanced by
          NewDeal.

          1.6  "NewDeal  Bundled  Items"  means  any  product,   technology,  or
          documentation  that  NewDeal  customarily   includes  with  a  NewDeal
          Application  Suite,  or  otherwise  provides to End Users of a NewDeal
          Application  Suite,  at no separate charge where NewDeal has the right
          to license such technology to MyTurn.

          1.7 "NewDeal After-Market Products" means any product,  technology, or
          documentation  that NewDeal  publishes  for use in  connection  with a
          NewDeal Application Suite, for which NewDeal imposes a charge separate
          from the charge for the NewDeal Application Suite.

          1.8 "MyTurn Market(s)" means the New Computer market(s) where GEOS and
          the GlobalPC  Applications  Suite are  preinstalled on a New Computer,
          except for New Computers as identified in Clause 1.2 (a).

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          1.9 "MyTurn  Territory(ies)" means worldwide,  excluding all countries
          on the continent of Africa.

          1.10 "MyTurn Licensed Technology" means the GEOS operating environment
          and   applications   licensed  to  MyTurn  by  Geoworks   and  NewDeal
          respectively, and all bug fixes, enhancements,  upgrades, extensions ,
          tools,  documentation  or new  technology  made or added  thereto  and
          included in the  software  component of MyTurn's  products,  including
          GlobalPC  Application Suite,  Bundled Items and Aftermarket  products,
          however configured and named, as more completely  described in Exhibit
          A,  excluding the GEOS operating  environment  embedded in solid-state
          storage devices except as provide for in Section 1.2C.

          1.11 "GlobalPC  Application  Suite" means the GEOS operating system, a
          suite of integrated applications,  software development tools, and End
          User documentation, as licensed, developed and/or enhanced by MyTurn.

          1.12  "GlobalPC  Bundled  Items"  means any  technology,  product,  or
          documentation that MyTurn includes with a GlobalPC  Application Suite,
          or otherwise provides to End Users of a GlobalPC Application Suite, at
          no  separate  charge  where  MyTurn  has the  right  to  license  such
          technology to NewDeal.

          1.13 "MyTurn  Aftermarket  Products" means any technology,  product or
          documentation  that  MyTurn  publishes  for use in  connection  with a
          GlobalPC Application Suite, for which MyTurn imposes a charge separate
          from the charge for the GlobalPC Application Suite.

          1.14 "GlobalPC  Device" means a New Computer designed and manufactured
          by or for MyTurn or its sublicensees.

          1.15  "Third  Party   Technology"   means  any   software,   hardware,
          documentation  or other  technologies  that are licensed to a Party by
          third parties and included or bundled with the Party's MyTurn Licensed
          Technology or NewDeal Licensed Technology as the case nay be.

          1.16  "Educational   Market"  means  public  or  private  institutions
          providing education to students in kindergarten  through twelfth grade
          (K-12), and non-college adult education.

          1.17  "Computer"  includes (1) a  general-purpose  personal  computer,
          whether  sold with or without a monitor;  (2) an Internet  terminal or
          device  (i.e.,  a  terminal  including  a browser,  e-mail  client and
          internal  modem,   the  purpose  which  is  to  access  the  Internet,
          world-wide-web  pages or  similar  network  services),  whether or not
          capable of functioning  as a stand-alone  Personal  Computer,  but not
          marketed as such; and (3) dedicated word processors.

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          1.18 "New  Computer"  means a Computer  that includes a CPU based upon
          the Intel X86 or Pentium(C)  architecture and contains a hard drive or
          non-solid  state  storage  device,  and is sold as a New  Computer  or
          Internet terminal or device.

          1.19 "Used Computer"  means a Computer or Internet  terminal or device
          that is sold or donated to End Users as a used or refurbished Computer
          or Internet  terminal or device,  or is a currently  owned Computer or
          Internet terminal or device.

          1.20  "GEOS"  means the GEOS  operating  system  licensed  by Geoworks
          Corporation to NewDeal and to MyTurn,  together with any enhancements,
          bug fixes, upgrades,  extensions,  tools,  documentation or technology
          made or added thereto developed by either Party, or developed with, or
          for, or licensed to, either party by a third party and transferable to
          the other party within the  licensing  agreement  between the licensor
          and either NewDeal or MyTurn.

          1.21 "End User" means any person, organization or entity that acquires
          a copy of either Party's  Licensed  Technology for its own use and not
          for resale.

          1.22  "Manufacturer"  means  any  person or entity to whom a Party has
          granted a right to manufacture  copies of NewDeal Licensed  Technology
          or MyTurn Licensed Technology and/or GlobalPC Devices.

          1.23  "Distributor"  means  any  person  or entity to whom a Party has
          granted a right to distribute  NewDeal or MyTurn  Licensed  Technology
          (i) to End Users, or (ii) to resellers for further distribution to End
          Users.

          1.24 "OEM"  means any person or entity to whom a Party  grants a right
          to  manufacture  and distribute  copies of NewDeal or MyTurn  Licensed
          Technology preinstalled on a New or Used Computer or Internet terminal
          or device.

          1.25 "Pre-Installed" means copied onto the internal hard disk or other
          storage media (other than solid state media) of a Computer or Internet
          terminal or device prior to sale of the Computer or Internet  terminal
          or device to an End User.

          1.26   "Product   Shipment"   means  a   shipment   of  a  unit  of  a
          royalty-bearing  product  by a Party,  or by an OEM of a  Party,  to a
          Distributor, End User or other customer.

          1.27  "Derivative  Work" means (1) for  material  subject to copyright
          protection,   any  work  which  is  based  upon  any  MyTurn  Licensed
          Technology  and/or  NewDeal  Licensed  Technology,  such as bug fixes,
          enhancements, upgrades, extensions and additions, tools, documentation
          or  technology;   (2)  for  patentable  or  patented  materials,   any
          adaptation,  subset,  addition,  improvement  or combination of MyTurn
          Licensed  Technology and/or NewDeal Licensed  Technology;  and (3) for
          material  subject  to  trade  secret  protection,  any  new  material,
          information  or data  relating  to and derived  from  MyTurn  Licensed
          Technology and/or NewDeal Licensed Technology.

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          1.28 "Intellectual Property Rights" means patents, design patents, and
          designs  (whether or not  capable of  registration),  chip  topography
          rights and other  like  protection,  copyright,  and any other form of
          statutory   protection  of  any  kind  (other  than   trademarks)  and
          applications for any of the foregoing respectively,  all moral rights,
          including rights of paternity and integrity, Confidential Information,
          know-how and trade secrets.

          1.29 "Consumer User Interface" refers to the simplified user interface
          for GEOS  designed  for  entry  level  users and  accessible  from the
          advanced or industry standard user interface for GEOS.

          1.30 "Authorized  Personnel" means each respective  Party's employees,
          consultants and other third-party  contractors which have entered into
          a contract with such Party, which contracts shall provide, among other
          things,  that such  contracting  third-parties  shall  comply with the
          confidentiality  and source code access terms and  conditions  of this
          contract applicable to it pursuant to the terms hereof.

          1.31 "Licensed Technology" means the MyTurn Licensed Technology and/or
          the NewDeal Licensed Technology as the context requires.

         2.       GRANT OF LICENSES FROM NEWDEAL TO MYTURN

Subject to Section 2.6(Reserved Rights),  NewDeal grants to MyTurn, for the term
of this Agreement, the following licenses:

          2.1 Reproduction

               (a)  Object  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)), worldwide license to reproduce copies
               of the object code of the NewDeal Licensed  Technology and copies
               of the object code of  Derivative  Works based  thereon,  and the
               right to  sublicense  such  reproduction  rights to New  Computer
               Manufacturers  and OEMs of MyTurn,  all such sublicenses to be in
               writing and subject to the terms,  conditions and  limitations of
               this Agreement; and

               (b)  Source  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)), worldwide license to reproduce copies
               of the source code of the NewDeal Licensed Technology  (excluding
               the original  source code  licensed to NewDeal by  Geoworks,  for
               which MyTurn has a direct source code license from Geoworks,  and
               any Third Party  Technology  for which  NewDeal does not have the
               right to grant  source  code  access  to  MyTurn)  and  copies of
               Derivative  Works, for internal use by MyTurn in carrying out its
               rights  and  obligations  under  this  Agreement.  NewDeal  shall
               provide all  iterations  of its source code to MyTurn in a timely
               fashion and in such manner as MyTurn may reasonably request,  and
               NewDeal  shall  not  under any  circumstances  prevent  access to
               NewDeal source code except for breach of contract,  and then only
               with due process.

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          2.2 Modification, Derivative Works

               (a) a  non-exclusive,  non-transferable  (except as  provided  in
               Section  18.1  (Assignment)),  worldwide  license  to modify  the
               source code to the NewDeal  Licensed  Technology,  (excluding any
               Third Party  Technology for which NewDeal does not have the right
               to grant  source  code  modification  rights to  MyTurn),  and to
               create  Derivative  Works,  provided  that any  warranty  against
               infringement,  indemnity  obligation,  or  maintenance or support
               obligation   given  by  NewDeal  under  the  provisions  of  this
               Agreement shall not apply to  modifications  or Derivative  Works
               made by or for MyTurn,  or to  portions  of the NewDeal  Licensed
               Technology affected by such modifications or Derivative Works.

               (b) For purposes of this Modification license,  NewDeal grants to
               MyTurn a non-exclusive,  non-transferable  (except as provided in
               Section 18.1  (Assignment))  internal license to use the software
               development  tools  and  documentation  included  in the  NewDeal
               Licensed Technology.

          2.3 Distribution

               (a) Application  Suite and Bundled Items in GlobalPC  Devices:  a
               royalty-bearing,  non-transferable (except as provided in Section
               18.1  (Assignment)),  worldwide license to distribute the NewDeal
               Application  Suite(s) and NewDeal  Bundled Items,  and Derivative
               Works based thereon,  preinstalled  in New  Computers,  in object
               code form only,  and the right to  sublicense  such  distribution
               rights to OEMs and Manufacturers of MyTurn,  all such sublicenses
               to be in  writing  and  subject  to  the  terms,  conditions  and
               limitations of this Agreement.

               (b) After-Market  Products:  a royalty-bearing,  non-transferable
               (except as  provided  in Section  18.1  (Assignment)),  worldwide
               license  to   distribute   the  NewDeal   After-Market   Products
               (excluding  After-Market  Products  marketed  to the  Educational
               Market) to OEMs and Manufacturers of MyTurn,  and directly to End
               Users  for the  MyTurn  markets.  For each  NewDeal  After-Market
               Product,  the  Parties  shall  amend  Exhibits  A and  B to  this
               Agreement,   identifying   the  product  and  setting  forth  the
               applicable  royalty rate,  the  conditions of  exclusivity  under
               section 2.7(c), if applicable, and other mutually agreeable terms
               and conditions. If the Parties are not able to reach agreement as
               to the terms of distribution after good faith negotiations,  then
               NewDeal may sell it itself or offer  distribution  rights for the
               NewDeal After-Market Product to another party.

               (d) End User License. MyTurn and its sublicensees will distribute
               the NewDeal Licensed Technology and Derivative Works to End Users
               only under the terms of an End User license  substantially in the
               form provided as Exhibit C.

               (d) Tools. NewDeal shall be entitled to create and make available
               to third party  developers  and End Users a software  development
               kit (SDK) for

<PAGE>
               developing  applications for "GEOS 2000" (as amended from time to
               time) and  compatible  with NewDeal  Licensed  Technology  and/or
               MyTurn Licensed Technology.

          2.4 Sublicense  Rights.  MyTurn shall have the right to sublicense the
          foregoing license rights to OEMs and Manufacturers of MyTurn, all such
          sublicenses to be in writing and subject to the terms,  conditions and
          limitations of this Agreement.

          2.5 Derivative Works, Enhancements and Third Party Technologies

               (a) Derivative  Works and  Enhancements.  The licenses granted to
               MyTurn in this Section 2 shall, at MyTurn's election, include and
               extend  to  all  Derivative  Works,   enhancements,   extensions,
               upgrades,  updates,  bug  fixes  and  revisions  to the  Licensed
               Technology that NewDeal  develops,  or to which NewDeal  acquires
               distribution rights, during the term of this Agreement.

               (b) Third Party  Technologies.  The licenses granted to MyTurn in
               this  Section  2  shall,  at  MyTurn's  election,   also  include
               sublicenses,  with the exception of patent licenses, to any Third
               Party  Technology to which NewDeal acquires license rights during
               the term of this Agreement;  provided,  however,  that such Third
               Party  Technologies  shall be included in the licenses granted to
               MyTurn  hereunder  only to the extent that the license  agreement
               between  the Third  Party  Technology  provider  and  NewDeal  so
               permits.  NewDeal  will  use  its  best  commercially  reasonable
               efforts to obtain  such  sublicense  rights  from its Third Party
               Technology  providers,  especially  for Atlas,  Encyclopedia  and
               Dictionary products.

               (c)  Exhibit  A shall  be  amended  from  time to time to add any
               technologies  that are included in this  Agreement as provided in
               this Section 2.5.

          2.6 Reserved Rights

               (a) NewDeal  reserves to itself and its  licensees  the exclusive
               right  to  manufacture   and  distribute  the  NewDeal   Licensed
               Technology  preinstalled  in Used  Computers and New Computers as
               defined in section 1.2 (a) and 1.2 (b).

               (b) Subject to any  NewDeal  After-Market  Products  distribution
               rights  that may be granted  to MyTurn in Section  2.3(b) of this
               Agreement,  NewDeal  reserves  to itself  and its  licensees  the
               exclusive  right to sell the NewDeal  Licensed  Technology to End
               Users separately from the sale of a Computer.

          2.7 Exclusivity of Rights Granted to MyTurn

               (a)  Exclusivity.  Subject to Section 2.6  (Reserved  Rights) and
               Section 2.7(b) (Conditions of Exclusivity), the rights granted to
               MyTurn in this Section 2 shall be exclusive to MyTurn  during the
               term of this Agreement.

<PAGE>

               (b)  Conditions  of  Exclusivity  for New  Computers.  The rights
               granted  to MyTurn in  Sections  and 2.1,  2.2 and  2.3(a)  shall
               become  nonexclusive  if  MyTurn  fails to meet  the  performance
               requirements  set  forth  in  Exhibit  A or B to this  Agreement;
               provided,  however,  MyTurn, provided it is not in default of any
               other   requirement   under  this  contract,   may  maintain  its
               exclusivity  by paying to NewDeal,  no later than the last day of
               each  applicable  period,  an  amount by which it is short of the
               performance requirement, as set forth in Exhibit B.

               (c)  Conditions of  Exclusivity  for  Aftermarket  Products.  The
               rights  granted to MyTurn in Section  2.1,  2.2 and 2.3(b)  shall
               become  nonexclusive  if  MyTurn  fails to meet  the  performance
               requirements  set  forth  in  Exhibit  A or B  attached  to  this
               Agreement;  provided,  however,  that  MyTurn  may  maintain  its
               exclusivity  by paying to NewDeal,  no later than the last day of
               each  applicable  period,  an  amount by which it is short of the
               performance requirement, as set forth in the Exhibit B.

     3. GRANT OF LICENSE FROM MYTURN TO NEWDEAL

     MyTurn  grants to NewDeal,  for the term of this  Agreement,  the following
licenses:

          3.1 Reproduction

               (a)  Object  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)),  worldwide, exclusive license for the
               NewDeal  Markets to  reproduce  copies of the object  code of the
               MyTurn  Licensed  Technology,  and copies of the  object  code of
               Derivative  Works based thereon,  for sale to End users,  and the
               right  to  sublicense  such   reproduction   rights  to  Computer
               Manufacturers of and OEMs of NewDeal,  all such sublicenses to be
               in writing and subject to the terms,  conditions and  limitations
               of this Agreement; and

               (b)  Source  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)),  worldwide, exclusive license for the
               NewDeal  Markets to  reproduce  copies of the source  code of the
               MyTurn Licensed Technology  (excluding any Third Party Technology
               for which  MyTurn  does not have the right to grant  source  code
               access to NewDeal) and of Derivative  Works,  for internal use by
               NewDeal in  carrying  out its rights and  obligations  under this
               Agreement. MyTurn shall provide all iterations of its source code
               to NewDeal in a timely  fashion and in such manner as NewDeal may
               reasonably request,  and MyTurn shall not under any circumstances
               prevent  access  to  MyTurn  source  code  except  for  breach of
               contract, and then only with due process.

               (c) Solid State License: a  non-transferable  (except as provided
               for  in  Section  18.1  (Assignment))  worldwide,   non-exclusive
               license  to  reproduce  copies of the  object  code of the MyTurn
               Licensed Technology,  and copies of the object code of Derivative
               Works  based   thereon,   and  the  right  to   sublicense   such
               reproduction rights to Manufacturers of and OEMs of NewDeal, when
               embedded in solid state  devices  for New
<PAGE>

               Computers   that   have  a   mechanical   electrical   generation
               capability,  with  all  such  sublicenses  to be in  writing  and
               subject  to  the  terms,   conditions  and  limitations  of  this
               Agreement.

          3.2 Modification, Derivative Works

               (a) a  non-exclusive,  non-transferable  (except as  provided  in
               Section  18.1  (Assignment)),  worldwide  license  to modify  the
               source  code to the MyTurn  Licensed  Technology  (excluding  any
               Third Party  Technology  for which MyTurn does not have the right
               to  grant  modification   rights  to  NewDeal),   and  to  create
               Derivative   Works,    provided   that   any   warranty   against
               infringement,  indemnity  obligation,  or  maintenance or support
               obligation given by MyTurn under the provisions of this Agreement
               shall not apply to  modifications  or Derivative Works made by or
               for  NewDeal,  or to portions of the MyTurn  Licensed  Technology
               affected by such  modifications or Derivative Works. For purposes
               of  this  Modification  license,   MyTurn  grants  to  NewDeal  a
               non-exclusive,  non-transferable  (except as  provided in Section
               18.1   (Assignment))   internal   license  to  use  the  software
               development  tools  and  documentation  included  in  the  MyTurn
               Licensed Technology.

               (b) For purposes of this Modification  license,  MyTurn grants to
               NewDeal a non-exclusive,  non-transferable (except as provided in
               Section 18.1  (Assignment))  internal license to use the software
               development  tools  and  documentation  included  in  the  MyTurn
               Licensed Technology.

          3.3 Distribution

               (a) Application  Suite and Bundled Items: a  non-royalty-bearing,
               non-transferable    (except   as   provided   in   Section   18.1
               (Assignment)),   worldwide   license  to  distribute  the  MyTurn
               Licensed Technology, and Derivative Works based thereon, to OEMs,
               Manufacturers, Distributors and End Users in all NewDeal Markets.
               All copies so  distributed  must be (1) in object code form only;
               and for New Computers are subject to the feature and distribution
               terms defined in Clauses 1.2 (a), and 1.2(b).

               (b) Aftermarket  Products:  a royalty  bearing,  non-transferable
               (except as  provided  in Section  18.1  (Assignment)),  worldwide
               license to  distribute  the MyTurn  Aftermarket  Products  to End
               Users in the NewDeal Market, in the NewDeal  Territory.  For each
               MyTurn  Aftermarket  Product,  the Parties shall amend Exhibits A
               and B to this  Agreement,  identifying  the  product  and setting
               forth the applicable royalty rate, the conditions of exclusivity,
               if applicable, and other mutually agreeable terms and conditions.
               If the Parties are not able to reach agreement as to the terms of
               distribution after good faith negotiations, then MyTurn may offer
               distribution  rights  for the MyTurn  Aftermarket  Product in the
               Education Market to another party.

               (c) GlobalPC  Devices:  a  non-exclusive  appointment as a MyTurn
               sales  representative  for the sale of  GlobalPC  Devices  to the
               Educational Market.

<PAGE>

               (d)  End  User  License.   NewDeal  and  its  sublicensees   will
               distribute the MyTurn Licensed Technology and Derivative Works to
               End  Users  only   under  the  terms  of  an  End  User   license
               substantially in the form provided as Exhibit C.

               (e) Sublicense Rights. NewDeal shall have the right to sublicense
               the  foregoing  distribution  rights to OEMs,  Manufacturers  and
               Distributors  of  NewDeal  for  all  NewDeal  Markets,  all  such
               sublicenses to be in writing and subject to the terms, conditions
               and  limitations of this Agreement for all Used Computers and New
               Computer markets as defined in Section 1.2 (a) and 1.2 (b).

               (f) Tools.  MyTurn shall be entitled to create and make available
               to third party  developers  and End Users a software  development
               kit (SDK) for developing applications for "GEOS 2000" (as amended
               from time to time) and compatible with MyTurn Licensed Technology
               and/or NewDeal Licensed Technology.

          3.4 Derivative Works, Enhancements and Third Party Technologies

               (a) Derivative  Works and  Enhancements.  The licenses granted to
               NewDeal shall, at NewDeal's  election,  include and extend to all
               Derivative Works, enhancements,  upgrades,  extensions,  updates,
               bug fixes and revisions to the MyTurn  Licensed  Technology  that
               MyTurn develops during the term of this Agreement.

               (b) Third Party  Technologies.  The  licenses  granted to NewDeal
               shall, at NewDeal's election, also include sublicenses,  with the
               exception of patent  licenses,  to any Third Party  Technology to
               which  MyTurn  acquires  license  rights  during the term of this
               Agreement;  provided, however, that such Third Party Technologies
               shall be included in the  licenses  granted to NewDeal  hereunder
               only to the extent that the license  agreement  between the Third
               Party Technology provider and MyTurn so permits.  MyTurn will use
               its  best   commercially   reasonable   efforts  to  obtain  such
               sublicense  rights  from its Third  Party  Technology  providers,
               especially for Atlas, Encyclopedia and Dictionary products.

               (c)  Exhibit  A shall  be  amended  from  time to time to add any
               technologies  that are included in this  Agreement as provided in
               this Section 3.4.

     4. PRODUCT RELEASE AND ANNOUNCEMENTS

          4.1 Product Release. Each Party shall have the sole right to determine
     when its NewDeal Licensed  Technology and/or MyTurn Licensed  Technology as
     the  case  may  be,  and  products  are  demonstrated,  externally  tested,
     announced,   disclosed   and  released.   Neither   Party  shall   publicly
     demonstrate, test, announce, disclose or release any

<PAGE>

     such  technology or product  without the prior written consent of the other
     Party, except to comply will disclosure  obligations under any law, rule or
     regulation applicable to it.

          4.2 Acknowledgments. Neither Party shall use the other Party's name or
     the name of its products in promotional  literature or marketing materials,
     without the prior approval from the other Party. Such approval shall not to
     be unreasonably withheld or delayed, but may be withheld prior to a Party's
     planned product launch or announcement, or in order to protect confidential
     information  and  proprietary  rights.  Each Party  shall  promptly  review
     (within  five  (5)  business  days)  all  such  requests  made  under  this
     Subsection

     5. MANUFACTURERS and OEMS

Each  Manufacturer  and OEM of a Party that is granted  sublicense  rights under
Sections 2 or 3 must agree in writing:

          5.1  to  accept  that  no  ownership  rights  to the  MyTurn  Licensed
     Technology  and/or  NewDeal  Licensed  Technology as the case may be, or to
     Derivative Works are transferred to the Manufacturer or OEM;

          5.2 to include on all copies of the MyTurn Licensed  Technology and/or
     NewDeal Licensed  Technology as the case may be, and Derivative  Works, and
     on  all  related  packaging,   manuals  and  promotional   materials,   all
     proprietary,  copyright,  trade secret and other  notices of the Parties in
     accordance with 10.7 (Acknowledgment of Parties) hereof;

          5.3  not  to  decompile  or  reverse   engineer  the  MyTurn  Licensed
     Technology  and/or  NewDeal  Licensed  Technology  as the case  may be,  or
     Derivative Works;

          5.4 to keep  records  showing  the  number  of  copies  of the  MyTurn
     Licensed  Technology and/or NewDeal Licensed Technology as the case may be,
     and Derivative Works manufactured, and the number of copies distributed;

          5.5 to furnish to the Party granting the sublicense rights,  within 30
     days from the end of each calendar quarter,  a signed statement showing the
     number of copies so made and the  number of copies so  distributed,  and to
     allow both MyTurn and NewDeal to have such statements  examined and audited
     by  an  independent   auditor  to  the  extent  necessary  to  verify  such
     statements,  subject  to the  audit  conditions  set forth in  Section  9.6
     Audits); and

          5.6 to be bound by the  provisions  of this  Agreement,  and to permit
     both  MyTurn  and  NewDeal  to  enforce   such   provisions   against  such
     Manufacturers and OEMs,  provided that the appointment of Manufacturers and
     OEMs by a Party shall not in any respect  create any  relationship  between
     the other Party and such persons.

<PAGE>

     6. END USER SUPPORT

          6.1 MyTurn.  MyTurn  shall have the  responsibility  and  authority to
     provide  first-level  customer  support  to End  Users in  accordance  with
     commercially  reasonable and customary customer support practices,  for (a)
     GlobalPC Devices,  and (b) software products that are distributed under the
     MyTurn brand and are labeled for use on GlobalPC Devices.

          6.2 NewDeal.  NewDeal shall have the  responsibility  and authority to
     provide  first-level  customer  support  to all End  Users  in the  NewDeal
     Market(s) in the NewDeal  Territory(ies),  in accordance with  commercially
     reasonable and customary customer support practices.

          6.3  Second  Level  Support.  In the event  that a  Party's  technical
     personnel are unable to answer End Users'  question(s)  regarding the other
     Party's Licensed Technology after using reasonable efforts,  such technical
     personnel may contact the other Party at its principal place of business in
     the United States with respect to such technical support questions.

     7. INTELLECTUAL PROPERTY RIGHTS

          7.1 The Licensed  Technologies.  Each Party and its  licensors are and
     shall remain the owners of all Intellectual Property Rights in and to their
     respective Licensed Technology.

          7.2 The GlobalPC Devices.  MyTurn is and shall remain the owner of all
     Intellectual Property Rights in and to the GlobalPC Devices.

          7.3 Derivative Works

               (a) Each Party shall own the Intellectual  Property Rights in and
               to any  Derivative  Works  made by it during  the  course of this
               Agreement, or made for it by third parties.

               (b) Each Party's Intellectual Property Rights in Derivative Works
               shall  not  extend  to  the  underlying  Licensed  Technology  or
               underlying Derivative Works owned by the other Party, but only to
               the modifications thereto made by or for MyTurn or NewDeal.

               (c) Where the contributions of NewDeal and MyTurn to the creation
               of a  Derivative  Work  are  interlinked,  the  Parties  agree to
               specific  ownership  rights as defined  in  Exhibit  A;  provided
               however,  that such  jointly-owned  Intellectual  Property Rights
               shall  not  extend  to  the  underlying  Licensed  Technology  or
               underlying  Derivative  Works owned by either Party, as set forth
               above, but only to the modifications thereto made jointly

<PAGE>

               (d) Each Party shall take all  actions and execute all  documents
               that are necessary to assign to the other its ownership  interest
               in any jointly owned Intellectual Property Rights.  Neither Party
               shall be  required  to obtain the  consent of, or account to, the
               other  Party for the  exploitation  of the rights  covered by any
               such  jointly-owned  Intellectual  Property  Rights,  except that
               neither  Party  shall have the  authority  to grant an  exclusive
               license under any such rights  without the prior written  consent
               of the other Party.

     8. OTHER TERMS

          8.1  Co-Marketing.  Each Party will  provide  the other Party with the
     following marketing support: each Party will provide the other party's logo
     in an agreed size, as a link to the other's  specified URL, in the partners
     section of each Party's "corporate" web site.

     9. PAYMENTS

          9.1 Royalty  Payments and  Reimbursements.  In  consideration  for the
     licenses granted in Sections 2 and 3, each Party agrees to pay to the other
     Party the royalty  payments,  and to reimburse the other Party for the cost
     of Third Party  Technologies,  as set forth in Exhibit B. Royalty  payments
     and  reimbursements  are due and payable within  forty-five (45) days after
     the close of the calendar quarter in which applicable revenue is received.

          9.2 Not For  Resale  Units.  Neither  Party  will  incur  any  royalty
     payments  (except  for  reimbursement  to the other  Party for Third  Party
     Technologies  as  identified  in  Exhibit  B) for a  reasonable  number  of
     promotional,  "not for resale" units of GlobalPC  Devices  and/or copies of
     software  products provided free of charge to End Users or to Distributors,
     or for units used by a Party solely for demonstration, evaluation or review
     purposes,  and/or for customer support,  or, in the case of NewDeal,  large
     scale electronic download trial programs to End-Users;  provided,  however,
     that a royalty  payment  will  become due if and when the Party  receives a
     payment  or other  compensation  for any such  units or uses such units for
     internal use other than as set forth in this  Section.  NewDeal  shall have
     the right to freely  distribute  royalty free (except for applicable  third
     party royalties) copies of NewDeal Licensed  Technology through the NewDeal
     Foundation to educational, faith-based,  Non-Governmental Organizations and
     non-profit organizations.

          9.3 Currency. All payments under this Agreement are to be made in U.S.
     dollars.

          9.4  Records.  During the term of this  Agreement  and for twelve (12)
     months  hereafter,  each Party shall maintain  complete and correct records
     establishing the amount of royalties and other payments due hereunder.

          9.5 Reports.  No later than forty five (45) days after the end of each
     calendar  quarter,  each  Party  shall  send to the  other  Party a  report
     detailing for such quarter:

<PAGE>
               (a)  The  number  of  units  of  Product  Shipment,  including  a
               breakdown as applicable by Product, version and country; and

               (b) A detailed  account of all royalty and other  amounts due and
               the basis for calculation.

          9.6  Audits.  During the term of this  Agreement  and for twelve  (12)
     months  after the  expiration  or any  termination  of this  Agreement,  an
     independent third-party representative of a Party, reasonably acceptable to
     the other  Party,  upon  reasonable  notice and during the audited  Party's
     normal  business  hours,  shall  have the right to  conduct an audit of the
     relevant  portions  of  the  other  Party's  books  of  account  to  verify
     compliance with this Agreement. The audited Party shall immediately pay any
     overdue payments revealed by such audit(s),  together with interest thereon
     at the rate of 1.5% per month (or the maximum  permitted by applicable law,
     if less)  from the due date until  paid.  Except as set forth  below,  such
     audit(s) may be conducted no more than once in any twelve-month period. The
     Party  conducting  the audit  shall bear the costs of the audit;  provided,
     however,  if the audit reveals  overdue  payments in excess of five percent
     (5%) of the total royalty payable for any twelve-month  period, the audited
     Party shall pay the costs of such audit.  All  information  obtained by the
     auditors shall be treated as Confidential Information as defined in Section
     16 (Nondisclosure and Restricted Use).

     10. BRANDING AND PROPRIETARY MARKINGS

          10.1 The  GlobalPC  Device  shall be branded and  labeled  solely as a
     MyTurn  product  unless  otherwise   agreed  in  writing,   whether  it  is
     distributed by MyTurn or sold by NewDeal.

          10.2 All NewDeal  Licensed  Technology  that is  distributed by MyTurn
     shall be branded and labeled (including product screen displays,  packaging
     and  documentation)  as a MyTurn  product,  and MyTurn shall  appropriately
     indicate NewDeal's  intellectual property,  including,  without limitation,
     copyrights, trademarks and the like, unless the parties agree otherwise.

          10.3 All MyTurn  Licensed  Technology  that is  distributed by NewDeal
     shall be branded and labeled (including product screen displays,  packaging
     and  documentation) as a NewDeal product,  and NewDeal shall  appropriately
     indicate MyTurn's  intellectual  property,  including,  without limitation,
     copyrights, trademarks and the like, unless the parties agree otherwise.

          10.4 NewDeal shall not use the "GlobalPC"  trademark,  name,  label or
     logo (or any other mark that MyTurn uses to identify the  GlobalPC  Device)
     on or in conjunction  with the sale or marketing of any product (other than
     the  commissioned  sales of  GlobalPC  Devices by NewDeal  as  provided  in
     Exhibit B). NewDeal shall not represent  that any product  "operates on" or
     is  "comparable  to,"  "compatible  with," or  "designed  for" the GlobalPC
     Device or any  GlobalPC-branded  software,  without  MyTurn's prior written
     approval which shall not be unreasonably  withheld and shall be provided in
     a timely  manner.  Both Parties will specify on their  packaging that their

<PAGE>

     products are compatible  with the "GEOS 2000" operating  system,  as may be
     amended from time to time,  provided  that both Parties have the right from
     Geoworks to include such markings.

          10.5 Neither Party shall represent represent that it's products are an
     "upgrade" (or  comparable  designation)  to any product  distributed by the
     other Party, unless the parties agree otherwise.

          10.6 Notwithstanding the foregoing,  the Parties shall comply with any
     branding and labeling requirements applicable to Third Party Technologies.

          10.7 Each  Party  agrees to  include  the  other  Party's  proprietary
     notices  in  the  "About"  menu  in  the  software  and  in  the  End  User
     documentation for the Licensed Technology.

          10.8  Acknowledgements.  Each Party shall be entitled to use the other
     Party's name and the name of its  products in  promotional  literature  and
     marketing  materials,  upon receipt of prior approval from the other Party,
     such approval not to be unreasonably withheld or delayed.

     11. NEWDEAL'S INDEMNITIES

          11.1  Indemnity.  NewDeal  will  defend  MyTurn  against,  and pay any
     resulting awards and settlements  arising from, any claim,  demand, suit or
     action to the extent it alleges  that the NewDeal  Licensed  Technology  as
     supplied by NewDeal  infringes  upon any United  States patent issued as of
     the  Effective  Date of this  Agreement  (or,  with  respect to  revisions,
     enhancements  or updates,  as of the date that any such item is supplied to
     MyTurn by  NewDeal),  or any  copyright or trade secret of any third party,
     provided that (1) MyTurn  promptly  informs  NewDeal in writing of any such
     claim,  demand,  action or suit,  (2)  NewDeal  is given  control  over the
     defense thereof and MyTurn cooperates in the defense, at NewDeal's expense,
     and (3) MyTurn will not agree to the settlement of any such claim,  demand,
     action or suit prior to a final judgment  thereon without the prior written
     consent of NewDeal, which consent will not be unreasonably withheld. MyTurn
     shall have the right to select its own counsel to  participate  in any such
     defense, at MyTurn's expense.  NewDeal's indemnity obligations do not apply
     to (1)  modifications  made to the NewDeal  Licensed  Technology  by anyone
     other  than  NewDeal,  (2) use of a  superseded  infringing  version of the
     Licensed Technology by MyTurn after release of a non-infringing  version by
     NewDeal  in  accordance  with  Section  11.2  hereof,  and  (3)  any use or
     combination of the Licensed  Technology  with any  technology,  software or
     hardware not supplied by NewDeal,  if such  alleged  infringement  would be
     avoided by use of the Licensed  Technology alone or with other  technology,
     software or hardware.

          11.2  Response to  Infringement  Claim.  If a claim,  demand,  suit or
     action alleging  infringement is brought, or if NewDeal reasonably believes
     one may be brought (based upon the opinion of independent counsel), NewDeal
     shall have the option at its

<PAGE>

     expense  to (1)  modify  the  NewDeal  Licensed  Technology  to  avoid  the
     allegation  of  infringement,  (2) obtain for MyTurn a license to  continue
     reproducing and  distributing the NewDeal  Licensed  Technology,  or (3) if
     neither (1) nor (2) is  reasonably  practicable  in  NewDeal's  discretion,
     terminate this Agreement as to the affected NewDeal Licensed Technology, as
     to a portion thereof, or as to a specific MyTurn Product or Products,  upon
     written notice.

          11.3 Limitations.  This Section 11 (NEW DEAL's INDEMNITIES) sets forth
     NewDeal's entire liability to MyTurn for any actual or alleged infringement
     or  misappropriation  of any third  party's  intellectual  property  rights
     arising out of the NewDeal Licensed Technology. In no event shall NewDeal's
     aggregate  liability to defend and  indemnify  under  Section 11 (NEWDEAL'S
     INDEMNITIES)  exceed an amount  equal to two times the total of all amounts
     paid or payable by MyTurn to NewDeal  under this  Agreement.  The foregoing
     amounts shall be determined as of the date that the  infringement  claim is
     finally settled or, if there is no settlement,  as of the date that a final
     decision is made by a court or arbitrator in the infringement action.

     12. MYTURN'S INDEMNITIES

          12.1  Indemnity.  MyTurn  will  defend  NewDeal  against,  and pay any
     resulting awards and settlements  arising from any claim,  demand,  suit or
     action to the extent it alleges that the MyTurn  Licensed  Technology  or a
     GlobalPC  Device as supplied  by MyTurn  infringes  upon any United  States
     patent issued as of the Effective Date of this Agreement,  or any copyright
     or trade  secret of any third  party  provided  that (1)  NewDeal  promptly
     informs  MyTurn in writing of any such claim,  demand,  action or suit, (2)
     MyTurn is given control over the defense thereof and NewDeal  cooperates in
     the  defense  at MyTurn'  expense,  and (3)  NewDeal  will not agree to the
     settlement  of any such  claim,  demand,  action  or suit  prior to a final
     judgment thereon without the written consent of MyTurn,  which consent will
     not be  unreasonably  withheld.  NewDeal shall have the right to select its
     own  counsel  to  participate  in any such  defense  at  NewDeal'  expense.
     MyTurn's  indemnity  obligations do not apply to (1) modifications  made to
     the MyTurn  Licensed  Technology by anyone other than MyTurn,  (2) use of a
     superseded  infringing version of the Licensed  Technology by NewDeal after
     release of a  non-infringing  version by MyTurn in accordance  with Section
     12.2 hereof, and (3) any use or combination of the Licensed Technology with
     any  technology,  software or  hardware  not  supplied  by MyTurn,  if such
     alleged  infringement  would be avoided by use of the  Licensed  Technology
     alone or with other technology, software or hardware.

          12.2  Response to  Infringement  Claim.  If a claim,  demand,  suit or
     action alleging  infringement is brought,  or if MyTurn reasonably believes
     one may be brought (based upon the opinion of independent counsel),  MyTurn
     shall  have the option at its  expense  to (1)  modify the MyTurn  Licensed
     Technology to avoid the allegation of infringement,  (2) obtain for NewDeal
     a license to continue  reproducing  and  distributing  the MyTurn  Licensed
     Technology,  or (3) if neither  (1) nor (2) is  reasonably  practicable  in

<PAGE>

     MyTurn's  discretion,  terminate this  Agreement as to the affected  MyTurn
     Licensed  Technology,  as to a portion thereof, or as to a specific NewDeal
     Product or Products, upon written notice.

          12.3  Limitations.  This Section 12 (MYTURN'S  INDEMNITIES) sets forth
     MyTurn's entire liability to NewDeal for any actual or alleged infringement
     or  misappropriation  of any third  party's  intellectual  property  rights
     arising out of the MyTurn Licensed  Technology or a GlobalPC Device.  In no
     event shall  MyTurn's  aggregate  liability to defend and  indemnify  under
     Section 12 (MYTURN'S  INDEMNITIES)  exceed an amount equal to two times the
     total of all  amounts  paid or  payable  by  NewDeal  to MyTurn  under this
     Agreement.  The  foregoing  amounts shall be determined as of the date that
     the infringement claim is finally settled or, if there is no settlement, as
     of the date that a final  decision is made by a court or  arbitrator in the
     infringement action.

     13. COMBINATION CLAIMS

Any  infringement  claim  arising  solely out of the use or  combination  of the
NewDeal  Licensed  Technology  with the MyTurn  Licensed  Technology or GlobalPC
Device shall be defended  cooperatively  by both  Parties,  and the cost of such
defense and any  settlements  or  liabilities  shall be shared  equitably by the
Parties. If the Parties cannot agree as to the equitable  arrangement,  then the
settlements or liabilities  shall be shared pursuant to the determination by the
arbitrator  (or  court,  if the claim was filed in a court by a third  party) of
each Party's percentage of fault.

     14.     WARRANTIES

          14.1  Disclaimer  of  Express   Warranties.   Subject  to  Section  11
     (NEWDEAL'S  INDEMNITIES),  and  12  (MYTURN'S  INDEMNITIES),  all  Licensed
     Technology,  Third Party  Technology,  Confidential  Information,  GlobalPC
     Devices and other  products or  technologies  provided by either  Party are
     provided "AS IS," without a warranty of any kind.  NO REQUEST FOR PROPOSAL,
     PROPOSAL,  CORRESPONDENCE,  ADVERTISEMENT,  BID  OR  VERBAL  REPRESENTATION
     CONCERNING THE LICENSED  TECHNOLOGY,  THIRD PARTY TECHNOLOGY,  CONFIDENTIAL
     INFORMATION,  GLOBALPC  DEVICE OR SERVICES  PROVIDED BY EITHER  PARTY UNDER
     THIS AGREEMENT SHALL CONSTITUTE A WARRANTY OR GUARANTY.

          14.2  Disclaimer  Of  Implied   Warranties.   Subject  to  Section  11
     (NEWDEAL'S  INDEMNITIES),  and 12  (MYTURN'S  INDEMNITIES)  TO  THE  EXTENT
     PERMITTED BY  APPLICABLE  LAW, ALL IMPLIED  WARRANTIES  WITH RESPECT TO THE
     LICENSED TECHNOLOGIES AND THE GLOBALPC DEVICE, INCLUDING BUT NOT LIMITED TO
     IMPLIED WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE
     ARE HEREBY EXCLUDED.

<PAGE>

          14.3 Limited Warranty For Third Party Technology.  With respect to any
     Third  Party  Technology,  each  Party will  extend to the other  Party any
     warranty  that the  supplying  Party is authorized by the Third Party to so
     extend. THE PARTIES EXTEND NO OTHER WARRANTY,  STATUTORY,  EXPRESS, IMPLIED
     OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, REGARDING ANY
     HARDWARE,  SOFTWARE,  CONTENT OR SERVICES  PURCHASED OR LICENSED FROM THIRD
     PARTIES,  EVEN IF SUCH  ITEMS WERE  SELECTED  OR  RECOMMENDED  BY MYTURN OR
     NEWDEAL. ALL WARRANTIES, IF ANY, ARE PROVIDED SOLELY BY THE THIRD PARTIES.

     15.  TERM  OF  AGREEMENT  AND   TERMINATION

          15.1 Term.  This  Agreement  shall begin on the  Effective  Date.  The
     initial term of the Agreement  will expire on December 31, 2003,  provided,
     however, that the MyTurn has met the Conditions of Exclusivity set forth in
     Section 2.7  (Conditions of  Exclusivity).  Thereafter,  the Agreement will
     renew  automatically  for  successive  one-year  terms provided that MyTurn
     meets performance requirements as specified in Exhibit B.

          15.2  Termination  For  Breach.  Each  Party  shall  have the right to
     terminate  this Agreement upon thirty (30) days prior written notice if the
     other Party is in breach of any  material  term of this  Agreement  and the
     breaching  Party fails to remedy such breach within the  thirty-day  notice
     period,  or if the breach can not be cured by best  efforts in thirty  (30)
     days,  the  breaching  Party  fails  to  commence  and  continues  to  take
     meaningful steps to remedy such breach within the thirty (30) day period.

          15.3. All technology cross-licensing under this Agreement in effect at
     the time of termination, of this Agreement, whether from natural expiration
     or breach,  shall  continue in full force and effect beyond the term of the
     Agreement,  and both parties shall be entitled to continue to ship products
     based on NewDeal Licensed  Technology and/or MyTurn Licensed  Technology as
     the case may be,  subject  only to  whatever  other  legal  constraints  or
     remedies may be applicable.

<PAGE>

          15.4  Bankruptcy.  Each Party shall have the right to  terminate  this
     Agreement immediately upon written notice in the event that the other Party
     becomes insolvent,  files for any form of bankruptcy,  makes any assignment
     for the benefit of creditors,  or ceases to conduct business (other than in
     connection with an assignment  permitted under Section 18.1  (Assignment)),
     or has a complaint for involuntary bankruptcy filed against it which is not
     discharged  within one hundred eighty (180) days.  Each Party  acknowledges
     that if it is a  debtor-in-possession  or if a trustee in  bankruptcy  in a
     case under the United States  Bankruptcy Code rejects this Agreement or any
     agreement  supplementary  hereto,  the other  Party may elect to retain its
     rights under this Agreement and/or any supplementary  agreement as provided
     in Section 365(n) of the Bankruptcy Code. Upon written request of the other
     Party to the bankrupt Party or the Bankruptcy  Trustee,  the bankrupt Party
     or such Bankruptcy Trustee shall not interfere with the rights of the other
     Party as provided in this Agreement and any supplementary agreement.

          15.5 No Damages For  Termination.  NEITHER NEWDEAL NOR MYTURN SHALL BE
     LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL,  SPECIAL
     OR CONSEQUENTIAL  DAMAGES,  ON ACCOUNT OF THE TERMINATION OF THIS AGREEMENT
     IN ACCORDANCE WITH THIS SECTION.

     16. NONDISCLOSURE AND RESTRICTED USE

<PAGE>

          16.1  Confidential  Information.  In the  course  of  performing  this
     Agreement,  each Party (the  "Disclosing  Party") may disclose to the other
     Party  ("the  Receiving   Party")  trade  secrets  and   confidential   and
     proprietary  information of the Disclosing Party, clearly marked or, in the
     case  of  verbal   communications,   clearly   confirmed   in   writing  as
     "CONFIDENTIAL"  or any other similar legend  ("Confidential  Information").
     Such  Confidential  Information  includes without  limitation the terms and
     conditions of this Agreement,  technical and/or internal  specifications of
     the  Disclosing  Party's  products,   non-public  marketing  plans,  future
     products and other non-public business  information,  the trade secrets and
     technology  embodied  in the  Licensed  Technology,  the trade  secrets and
     technology  embodied  in any  Party's  product,  each  Party's  sales data,
     customer  lists  and  other   non-public   information.   All  Confidential
     Information  shall remain the sole property of the Disclosing Party and the
     Receiving  Party shall have no  interest  in or right to such  Confidential
     Information  except as expressly set forth in this Agreement.  Both Parties
     agree that all Confidential Information of the other Party shall be held in
     strict confidence, will not be disseminated or disclosed to any third party
     and will not be used by the  Receiving  Party for any  purpose  other  than
     performing  its rights  under this  Agreement  without the express  written
     consent  of the  Disclosing  Party for  three  (3)  years  from the date of
     disclosure (five (5) years for technical  information).  Both Parties agree
     to use at least the  degree  of  diligence  to  protect  the other  Party's
     Confidential  Information as a reasonably  prudent technology company would
     normally use to protect any of its own trade secrets and other confidential
     information.  The  provisions  of  this  Section  shall  not  apply  to any
     information or materials:

               (a) which are in the public  domain at the time of  disclosure to
               the Receiving Party or which  thereafter  enter the public domain
               through  no  action or  inaction  by the  Receiving  Party or its
               employees; or

               (b) which the Receiving  Party can establish and document were in
               the possession of, or known by, the Receiving  Party prior to its
               receipt from the Disclosing Party; or

               (c) which are  rightfully  disclosed  to the  Receiving  Party by
               another  person  not in  violation  of the  proprietary  or other
               rights of the Disclosing Party, or any other person or entity; or

               (d) which are shown by written record to have been  independently
               developed  by the  Receiving  Party,  provided  that the  persons
               developing  the same  have  not had  access  to the  Confidential
               Information  furnished to the Receiving  Party by the  Disclosing
               Party hereunder; or

               (e) which are required to be disclosed pursuant to law, provided,
               however,  that a minimum of ten (10) days written notice shall be
               provided  by the Party  intending  to disclose in order to permit
               the other  Party to take such action as it deems  appropriate  to
               prevent  or limit  such  disclosure,  except if such ten day (10)
               notice  period  would cause the  disclosing  Party to violate any
               law, rule or regulation, the

<PAGE>

               disclosing Party shall give the other Party the maximum amount of
               time less than ten (10) days  which the  disclosing  Party  could
               give without violating any such law, rule or regulation.

          16.2  Restricted  Use.  Without  prejudice  to the  generality  of the
     foregoing, each Party agrees not to use any of the Confidential Information
     or Licensed  Technology  of the other Party for any use or purposes  except
     those expressly specified herein.

          16.3 Source Code Restrictions

               (a) Each Party  acknowledges  that the other Party  considers its
               source  code  to  be  Confidential  Information  and  to  contain
               proprietary and trade secret  information.  Each Party agrees not
               to provide,  disclose,  reproduce in any form,  or give access to
               such source  code to any third  party or employee  other than the
               Authorized Personnel. Each Party agrees that Authorized Personnel
               shall be  informed  of and abide by the terms and  conditions  of
               this Agreement

               (b) Each Party shall hold the other Party's source code in strict
               confidence.   Each  Party  shall   investigate  all  unauthorized
               attempts  to gain  access to the  source  code,  and  immediately
               notify  the other  Party  concerning  any  breach of source  code
               confidentiality, whether or not such breach was inadvertent.

               (c) The source  code shall be placed on secure  computer  systems
               located at the receiving Party's principal place of business. The
               receiving Party shall implement sufficient security procedures to
               limit  access to the source  code to  Authorized  Personnel.  The
               secure computer  systems shall be available for inspection by the
               disclosing Party.

               (d) The receiving Party agrees to take all reasonable precautions
               and to  implement  procedures  to  minimize  the risk of theft or
               unauthorized  copying of the source code, and to take appropriate
               action  by   instruction,   agreement,   or  otherwise  with  the
               Authorized Personnel.

     17. LIMITATION OF LIABILITY

REGARDLESS  OF  WHETHER  ANY  REMEDY  SET FORTH  HEREIN  FAILS OF ITS  ESSENTIAL
PURPOSE,  (1) NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE OTHER PARTY
FOR  INCIDENTAL,  SPECIAL OR  CONSEQUENTIAL  DAMAGES OR THE LOSS OF  ANTICIPATED
PROFITS  ARISING FROM ANY  PERFORMANCE OR BREACH OF THIS AGREEMENT BY SUCH PARTY
EVEN IF NOTICE IS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES,  AND (2) IN NO EVENT
SHALL  EITHER PARTY BE LIABLE FOR ANY DAMAGES IN EXCESS OF TWICE THE AMOUNT PAID
BY MYTURN TO NEWDEAL UNDER THIS AGREEMENT.

<PAGE>

     18. GENERAL

          18.1 Assignment. This Agreement may be assigned in whole or in part by
     either  Party  with the prior  written  consent of the other  Party,  which
     consent shall not be  unreasonably  withheld,  or without the prior written
     consent of the other Party such  assignment is in connection  with the sale
     of  all,  or  substantially  all of  the  Party's  assets,  a  majority  of
     outstanding  voting  capital  stock,  the issuance of a number of shares of
     voting capital stock which  following such issuance  constitutes a majority
     of the outstanding voting capital stock of such Party, in connection with a
     merger,  consolidation,  or transfer  to an entity  under  common  majority
     ownership with the Party, or to a majority  parent,  or to a majority owned
     subsidiary.

          18.2 Governing Law;  Arbitration.  This Agreement will be governed and
     interpreted  in  accordance  with the laws of the  state of  Massachusetts,
     except for that body of law  pertaining  to conflicts of law, but excluding
     the  Convention  on  Contracts  for the  International  Sale of Goods.  All
     disputes arising in connection with this Agreement  shall,  unless amicably
     settled  by the  parties,  be  finally  settled  by  arbitration  under the
     commercial  arbitration rules of the American Arbitration  Association by a
     panel of three (3)  arbitrators  appointed in accordance  with the Rules of
     the American  Arbitration  Association.  The place of arbitration shall be,
     unless  otherwise  agreed  between  the  parties,  the  county in which the
     respondent  resides and the city in which the  respondent has its principal
     place of business.  Judgment upon the award  rendered may be entered in any
     Court having  jurisdiction  or application  may be made to such Court for a
     judicial  acceptance of the award and an order of enforcement,  as the case
     may  be.   Notwithstanding   the   foregoing,   either  party  may  request
     injunctions,  seizure orders, writs of attachment,  and other extraordinary
     remedies  from any court  having  jurisdiction  in the case of an actual or
     threatened  infringement of such party's patents,  copyrights,  trademarks,
     trade secrets or other intellectual property rights by the other party. The
     filing of a proceeding for such extraordinary remedies shall not constitute
     a waiver by the  filing  party of the right to  compel  arbitration  of all
     demands for other remedies.

          18.3  Independent  Contractors.Each  Party  will be deemed to have the
     status of an independent contractor towards the other Party, and nothing in
     this Agreement will be deemed to place the Parties in the  relationship  of
     employer-employee, principal-agent, partners or joint ventures.

          18.4 Waiver.  The failure of either Party to enforce any  provision of
     this Agreement  shall not be deemed a waiver of that or any other provision
     of this Agreement.

<PAGE>

          18.5 Force  Majeure.  Neither  Party will be deemed in default of this
     Agreement to the extent that  performance of its  obligations is delayed or
     prevented by reason of any act of God, fire,  natural  disaster,  accident,
     act of  government,  or any other  cause  beyond the  control of such Party
     ("Force  Majeure"),  provided that such Party gives the other Party written
     notice thereof promptly and uses its good faith efforts to cure the breach.
     In the event of such a Force Majeure, the time for performance or cure will
     be extended for a period equal to the duration of the Force Majeure but not
     in excess of six (6) months.

          18.6 Notices. Notices to either Party shall be in writing and shall be
     deemed  delivered  when  served in person,  one  business  day after  being
     transmitted  by fax,  or two  business  days after being  dispatched  by an
     internationally  recognized  express courier service,  and delivered to the
     addresses set forth at the beginning of this Agreement.  A Party may change
     its  address  for  purposes of  receiving  notices by giving  notice of the
     change to the other Party.

          18.7   Survival.   The  rights  and   obligations   under  Sections  7
     (INTELLECTUAL PROPERTY RIGHTS), 9 (PAYMENTS),  11 (NEWDEAL'S  INDEMNITIES),
     12 (MYTURN'S  INDEMNITIES),  13(COMBINATION  CLAIMS),  14 (WARRANTIES),  16
     (NONDISCLOSURE  AND RESTRICTED  USE), 17 (LIMITATION OF LIABILITY),  and 18
     (GENERAL)  shall  survive  the  expiration  and  any  termination  of  this
     Agreement.

          18.8 Export.  Each Party agrees that it will not  knowingly  export or
     re-export the other Party's licensed Technology, directly or indirectly, to
     any  country  to the  extent  export to such  country at the time of export
     requires an export license or other  governmental  approval,  without first
     obtaining such license or approval.

     19. FORM OF AGREEMENT

          19.1 Exhibits. This Agreement has the following Exhibits which form an
     integral part hereof:

                    Exhibit A Identification of the Licensed Technologies.  This
                    Exhibit is a description of all NewDeal and MyTurn  Licensed
                    Technologies that are the subject of this Agreement.

                    Exhibit B Payments. This Exhibit specifies the royalties and
                    fees  payable  under  this  Agreement,   and  certain  other
                    financial terms.

                    Exhibit C Form of End User License.  This Exhibit  specifies
                    the form of End User  license that the Parties will use when
                    distributing each other's Licensed Technologies.

<PAGE>

          19.2 Modification and  Interpretation of Exhibits.  The Exhibits shall
     be kept  up-to-date  and  modifications  and  additions  thereto  shall  be
     executed as a result of agreed  modifications  and additions.  All Exhibits
     shall be  subject to the terms and  conditions  of this  Agreement,  unless
     otherwise provided in any such Exhibit.  In the event of a conflict between
     the terms of an Exhibit and the terms of this  Agreement,  the terms of the
     Exhibit  shall be given  effect  for the  subject  matter  covered  by that
     Exhibit.

          19.3 Entire  Agreement.  This Agreement and the Exhibits  hereto state
     the  entire   agreement   between  the  Parties  and  supersede  all  prior
     communications,  written  or oral,  between  the  Parties.  No terms in any
     purchase  order or other  forms shall  modify the terms of this  Agreement,
     even if such purchase order or other forms are accepted by either Party.

          19.4  Severability.  If any provision  contained in this  Agreement is
     determined  to be  invalid  or  unenforceable,  in whole  or in  part,  the
     remaining  provisions  and  any  partially   enforceable   provision  will,
     nevertheless,  be  binding  and  enforceable,  and  the  Parties  agree  to
     substitute for the invalid  provision a valid  provision which most closely
     approximates the intent and economic effect of the invalid provision.

          19.5 Writing.  No amendment or  modification  of this Agreement may be
     made except by an instrument in writing signed by both Parties


MYTURN:                                          NEWDEAL:


By /s/ Rudy C. Theale                            By /s/ Clive G. Smith
  --------------------------                        ------------------------


Name Rudy C. Theale                              Name Clive G. Smith
     -----------------------                          ----------------------


Title President                                  Title CEO
      ----------------------                           ---------------------

Date 2/15/00                                     Date 2/16/00
     -----------------------                          ----------------------




<PAGE>


                                    EXHIBIT A

                         IDENTIFICATION OF TECHNOLOGIES

Initial Identification of the NewDeal Licensed Technology and Application Suite

     1.  The  GEOS  operating   system,  as  licensed  to  NewDeal  by  Geoworks
Corporation,  and as enhanced by NewDeal,  version 3.0, in effect  during August
1998.

     2. The NewDeal Application Suite NewDeal Office 98

                Applications:
                ------------

                New Manager - file manager
                New Write - word processor
                NewDraw - drawing  program
                NewCalc -  spreadsheet
                NewFile - database
                NewDex - address  book
                NewPlanner  - scheduler
                NewComm - bbs communications  program
                NewMail - email  program
                NewBanner - banner maker

                Utilities
                ---------

                Calculator
                File Finder
                Scrapbook
                Character Map
                Directory Lister
                Crossword
                Solitaire
                Clock
                Media Viewer

     3. End User documentation

     4. Third Party Technology

                File Finder (Breadbox, no royalty)
                Directory Lister (Breadbox, no royalty)
                Media Viewer (Breadbox, no royalty)

     5. Software Development Tools

<PAGE>
                Legos (NewBasic) tool set

Initial Identification of the NewDeal Bundled Items
---------------------------------------------------

     1. NewDeal Licensed Technology

     2. Third Party Technology

Initial Identification of the NewDeal After-Market Products
-----------------------------------------------------------

New Banker  (licensed  from  Breadbox)
Media Viewer  (licensed  from  Breadbox)
America's  Clock  (licensed from Breadbox)
Font Magick  (licensed from Breadbox)
Gourmet  (licensed  from  Breadbox)
Homebase  (licensed  from  Breadbox)
Home Inventory  Plus  (licensed  from  Breadbox)
Time Tool  (licensed from Breadbox)
NewBASIC (parts licensed from Geoworks)
GeoSafari (content licensed from Educational Insight)


Initial   Identification   of  the  MyTurn  Licensed   Technology  and  GlobalPC
--------------------------------------------------------------------------------
Application Suite
-----------------

     1. The GEOS operating system, as licensed to MyTurn by Geoworks Corporation
     and NewDeal,  and as enhanced by MyTurn and NewDeal, in effect in February,
     2000.

     2. The GlobalPC Application Suite

        Global Communications:
         Browser (from Breadbox, no royalty),  including but not limited to, all
         browser  extensions,  plug-ins,  Javascript,  pdf  viewer,  AIM and ICQ
         clients,  web filters,  etc E-mail  (jointly  developed  with  NewDeal)
         Internet Dial-up & Configure

        Global Home Office:
         Writer
         Artist
         Spreadsheet
         Calendar
         Address Book
         Banker (Breadbox, no royalty)
         Database (Breadbox, no royalty)

<PAGE>

        Games:
         Solitaire, Tetris, Crossword

        Utilities:
         Start-up/Tutorial
         Update Application
         Installer Application
         Backup/Restore
         Character Map
         File Finder (new application created by MyTurn)
         Banner
         Calculator
         File Manager
         Preferences
         WAV-file Player
         Auto-registration

Initial Identification of the GlobalPC Bundled Items
----------------------------------------------------

     1. MyTurn Licensed Technology
     2. Third party technologies

Initial Identification of the MyTurn Aftermarket Products
---------------------------------------------------------

        Typing Tutor

Third Party Technology Royalties
--------------------------------

[Specify]


<PAGE>


                                    EXHIBIT B

                                    PAYMENTS

I.  Royalty for GlobalPC Devices Sold by MyTurn
    -------------------------------------------

MyTurn shall pay NewDeal a royalty of five  dollars ($5) US per  royalty-bearing
Product  Shipment  for  NewDeal  Licensed   Technology  and/or  MyTurn  Licensed
Technology sold by MyTurn,  or by an OEM or  Sub-Licensee of MyTurn,  with which
the NewDeal Licensed  Technology and/or MyTurn Licensed  Technology and GlobalPC
Application Suite is preinstalled.

In addition to the foregoing royalties,  MyTurn shall reimburse NewDeal pro rata
per unit for the  royalties  paid by NewDeal to any third  party for Third Party
Technology that is sublicensed by NewDeal to MyTurn  hereunder and included in a
GlobalPC Device Product  Shipment,  and which arises out of such sublicense.  In
the event  that the  Third  Party  Technology  License  is flat fee or  one-time
license,  MyTurn will pay  one-half of the amount of the license  fee. The Third
Party  Technology  royalty  rates are as set forth in  Exhibit  A,  which may be
amended from time to time as necessary.

Except as set forth above,  there shall be no separate royalty payable by MyTurn
for NewDeal Bundled Items.

Conditions for Exclusivity
--------------------------

The conditions for MyTurn's exclusivity under section 2.7 be as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>

Calendar Year 2000 Royalties for GlobalPC Devices    250,000 units or equivalent cash payment.

Calendar Year 2001 Royalties for GlobalPC Devices    850,000 units or equivalent cash payment.

Calendar Year 2002 Royalties for GlobalPC Devices    1,500,000 units or equivalent cash payment.

Calendar Year 2003 Royalties for GlobalPC Devices    2,250,000 units or equivalent cash payment.

Calendar Year 2004 Royalties for GlobalPC Devices    3,000,000 units or equivalent cash payment.

</TABLE>

For renewal past the Calendar  Year 2004,  the Parties agree to use the Calendar
Year 2004  3,000,000  units or  equivalent  cash payment as the minimum  royalty
payment  necessary to maintain  exclusivity for the NewDeal Licensed  Technology
for future years under the Agreement.

<PAGE>

In the event that the unit volume or  equivalent  cash  payments are not made by
MyTurn in the specified  timeframes,  MyTurn will forfeit its exclusivity to the
NewDeal Licensed Technology.

II.  Royalty for NewDeal After-Market Products Distributed by MyTurn
     ---------------------------------------------------------------

MyTurn shall at all times offer to NewDeal the most favorable  royalty terms (in
US dollars) that MyTurn  grants to any other  supplier of  aftermarket  software
products  distributed  by MyTurn through its retail and Internet  channels,  for
comparable  goods  and  services.  NewDeal  shall  have  the  right  to  have an
independent  auditor from time to time check MyTurn's  compliance with this most
favored customer provision.

III.  Royalty for MyTurn Technology Distributed by NewDeal
      ----------------------------------------------------

NewDeal  shall  reimburse  MyTurn  pro rata per unit for the  royalties  paid by
MyTurn to any third  party for Third Party  Technology  that is  sublicensed  by
MyTurn to NewDeal  hereunder  and included in a NewDeal  Product  Shipment,  and
which  arises  out of  this  sublicense.  In the  event  that  the  Third  Party
Technology License is flat fee or one-time license, NewDeal will pay one-half of
the amount of the license fee. The Third Party Technology  royalty rates will be
listed in Exhibit A, which may be amended from time to time as necessary.

Except as set forth above, there shall be no separate royalty payable by NewDeal
for MyTurn Bundled Items.

All  NewDeal  royalties  accrued in a quarter  will first be offset  against any
corresponding  MyTurn  royalties owed to NewDeal in that same quarter or accrued
from previous  quarters.  Only when the NewDeal  royalties owed to MyTurn exceed
the royalties MyTurn owes NewDeal will there be a cash payment made to MyTurn by
NewDeal.

Royalty for MyTurn Aftermarket Products Distributed into the Education Market by
NewDeal  shall be  negotiated  in a manner  similar to the  royalty  arrangement
agreed to on  NewDeal  Aftermarket  products  being  distributed  into  MyTurn's
markets.

<PAGE>



                                    EXHIBIT C

                            Form of End User License.