GEOWORKS - MYTURN

                 STOCK TRANSFER AND TECHNOLOGY LICENSE AGREEMENT

This Agreement is entered and effective as of December 22, 1999 (the  "Effective
Date"), by and among GEOWORKS CORPORATION,  a Delaware corporation ("GEOWORKS"),
and Compu- DAWN, Inc., dba MYTURN.com,  a Delaware  corporation  ("Compu-DAWN"),
and GPC  Acquisition  Corp.,  a  Delaware  corporation  that  is a  wholly-owned
subsidiary of Compu-DAWN ("GPC";  sometimes  Compu-DAWN and GPC are collectively
referred to herein as "MYTURN").

                                    RECITALS

     1. MYTURN is entering into an Asset Purchase Agreement (the "APA"), of even
date herewith,  for the purchase of certain  tangible and intangible  assets and
the  assumption  of cer tain  liabilities  of  GLOBAL  PC,  Inc.,  a  California
corporation ("GLOBAL"). Compu-DAWN agrees to guarantee all debts and obligations
of GPC due, owing, and pertaining to GEOWORKS;

     2.  MYTURN  desires  to  license  certain  technology  from  GEOWORKS  (the
"Licensed  Technology")  and  develop  and market a low cost  personal  computer
("MYTURN PC Device");

     3. GEOWORKS is the developer,  publisher,  and sole worldwide licensor of a
proprietary  graphical  operating  system and environment  ("GEOS") and a set of
applications running on top of GEOS ("Applications");

     4.  GEOWORKS  is willing to grant to MYTURN the right to embed GEOS and the
Applications into MYTURN PC Devices; and

     5. With GEOWORKS'  consent,  GLOBAL has developed  certain  enhancements to
GEOS and the Applications ("Enhancements"), which GLOBAL will transfer to MYTURN
in conjunction with the APA;

     NOW THEREFORE,  in  consideration of these presents and for such other good
and valu able  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

1.1      DEFINITIONS.

     1.1a "Authorized  Personnel" means employees of Compu-DAWN,  GPC, or GLOBAL
          who are authorized by GEOWORKS and Compu-DAWN or GPC to have access to
          the source code to the Licensed Technology.

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     1.1b "Derivative   Work"  means  (i)  for  material   subjec  to  copyright
          protection,   any  work  that  is  based  upon  any  of  the  Licensed
          Technology,   such  as  a  revision,   modification,   translation,
          abridgment,  condensation,  expansion, collection,  compilation or any
          other form in which such pre-existing work may be recast,  transformed
          or adapted; (ii) for patentable or patented materials, any adaptation,
          subset,   addition,   improvement   or  combination  of  the  Licensed
          Technology; and (iii) for material subject to trade secret protection,
          any new material, information or data relating to and derived from the
          Licensed Technology.

     1.1c "Distributor  of MYTURN"  means any person or entity to whom MYTURN or
          any Affiliate  grants the right to distribute  MYTURN PC Devices.  The
          term "Distributor of MYTURN" does not include OEMs of MYTURN.

     1.1d "Embedded"  means  reproduced  in solid  state media (e.g.,  Read Only
          Memory (ROM)) in a hardware device, and physically integrated into the
          device.

     1.1e "End User" means any person or entity that acquires a copy of a MYTURN
          PC Device for its own use, and not for resale.

     1.1f "Initial  License Fee-- Cash" means a non-refundable  license fee of
          $541,083.56, payable in the manner set forth hereinbelow.

     1.1g "Intellectual  Property  Rights" means patents,  design  patents,  and
          designs  (whether or not  capable of  registration),  chip  topography
          rights  and other like  protection,  copyrights,  trademarks,  and any
          other form of statutory  protection of any kind, and  applications for
          any of the foregoing respectively,  all moral rights, including rights
          of paternity and  integrity,  Confidential  Information,  know-how and
          trade secrets.

     1.1h "Licensed   Technology"   means  the   GEOWORKS   software,   software
          development tools, and documentation described in Exhibit A.

     1.1i "Licensee of GEOWORKS" means (i) any licensee to whom GEOWORKS has, on
          or  before  March  31,  1999,  granted  a right  to  reproduce  and/or
          distribute copies of the Licensed Technology, and (ii) any licensee to
          whom GEOWORKS,  following the Effective Date of this Agreement, grants
          a right  to  manufacture  and  distribute  any  products  based on the
          Licensed Technology, but excluding a MYTURN PC Device.

     1.1j "Manufacturer  of MYTURN" means any person or entity to whom MYTURN or
          any  Affiliate  grants  the  right to  manufacture  units of MYTURN PC
          Devices in accordance with this Agreement.

     1.1k "MYTURN  PC  Device(s)"  means  low-cost,  general-purpose  personal
          computers  for the domestic and  international  markets,  built on the
          Intel x86 microprocessor  architecture,  or similar  architecture,  in
          which the Licensed Technology is Embedded. MYTURN PC Devices shall not
          be capable of or include  wireless data transfer or voice reception or
          transmission other than an IrDA

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          connection for keyboard  input,  mouse,  track ball or pointing stick;
          have a physical PC keyboard and mouse; and have either no monitor (for
          use with television),  a CRT of at least 14" diagonal, or an LCD of at
          least 10"  diagonal.  If  mutually  agreed in writing  by the  Parties
          during the initial term of this Agreement, a MYTURN PC Device may have
          a CRT or LCD of less than 10" diagonal.

     1.1l "MYTURN Product  Shipment" means a shipment of a unit of any MYTURN PC
          Device by MYTURN,  or by a Manufacturer of MYTURN or OEM of MYTURN, to
          a Distributor, End User or other customer.

     1.1m "OEM of  MYTURN"  means any  person  or  entity to whom  MYTURN or any
          Affiliate  grants the right to manufacture  and  distribute  MYTURN PC
          Devices,  or  any  devices,  which  contain  copies  of  the  Licensed
          Technology Embedded therein.

     1.1n "Party" and "Parties" means GEOWORKS,  Compu-DAW and GPC.  "Affiliate"
          means any person or entity in any form of business  relationship  with
          either  or  both  of  Compu-DAWN  or GPC,  including  GLOBAL;  and any
          subsidiaries of, or successors to,  Compu-DAWN,  GPC, GLOBAL and their
          respective affiliates.

     1.1o "Shares"   shall   mean  up  to  320,000   registered,   unrestricted,
          non-dilutive,   freely-tradeable   shares  of  the  common   stock  of
          Compu-DAWN,  or any successor entity, issuable to GEOWORKS pursuant to
          Section 3.6 of this Agreement.

     1.1p "Third Party  Technology" means software,  hardware,  documentation or
          other  technologies that are licensed to GEOWORKS by third parties and
          sub-licensed to MYTURN under this Agreement.

     1.1q "Warrant" shall mean the warrant for 250,000 shares of common stock of
          Compu-DAWN  issued to  GEOWORKS  pursuant  to  Section  7.1(b) of this
          Agreement.

1.2  WARRANT.  This  Agreement has the following  Appendix that is  incorporated
     herein and forms an integral part herein:

     Appendix 1 -- Form of Warrant for the  purchase of up to 250,000  shares of
     Compu-DAWN Common Stock to be issued to GEOWORKS, attached hereto.

1.3  REPRESENTATIONS AND WARRANTIES OF MYTURN.

     MYTURN  hereby  represents  and warrants to GEOWORKS as of the date of this
     Agreement as follows:

     1.3a Organization.  Each  of  Compu-DAWN  and  GPC  is a  corporation  duly
          incorporated,  validly existing and in good standing under the laws of
          the  State of  Delaware.  To the  extent  required  by  laws,  each of
          Compu-DAWN and GPC shall promptly qualify as a foreign  corporation to
          transact  business in the State of California.  Each of Compu-DAWN and
          GPC has all requisite  corporate  power and authority to own,  operate
          and lease its property and to carry on its respective  business as now
          being  conducted and as  contemplated by the provisions of the APA and
          this  Agreement.  Each of  Compu-DAWN  and GPC is duly  qualified as a
          foreign  corporation  to do business  and is in good  standing in each
          jurisdiction in which the character of properties  occupied,  owned or
          held under  lease by such  entities,  or the nature of the  conduct of
          their respective business, makes such qualification necessary,  except
          where the failure to be so qualified would not have a material adverse
          effect on the business,  operations,  assets, liabilities or condition
          (financial or otherwise) of MYTURN, taken as a whole.

     1.3b Valid  Issuance of  Warrants  and Common  Stock.  The  Warrants,  when
          granted and delivered in accordance with this Agreement,  will be duly
          authorized, validly issued, fully paid, non-assessable,  and issued in
          compliance with all applicable  federal and state securities laws. The
          shares of Common Stock underlying the Warrants (the "Warrant Shares"),
          when issued and delivered in accordance with this  Agreement,  will be
          duly authorized,  validly issued, fully paid, non-assessable,  free of
          pre-emptive  rights,  and  issued in  compliance  with all  applicable
          federal  and state  securities  laws.  The  Warrant  Shares  have been
          reserved  pursuant  to a  resolution  of the  Board  of  Directors  of
          Compu-DAWN.  As a condition  precedent to any  obligation  of GEOWORKS
          under this Agreement, Compu-DAWN will deliver a certified copy of said
          board resolution to GEOWORKS,  together with a signed original of this
          Agreement.

     1.3c Authority; No Conflict; Required Filings and Consents.

         (i) Each of Compu-DAWN  and GPC has all requisite  corporate  power and
         authority  to  enter  into  this   Agreement  and  to  consummate   the
         transactions contemplated by this Agreement. The execution and delivery
         of this Agreement and the consummation of the transactions contemplated
         by this Agreement have been duly authorized by the respective Boards of
         Directors  of  Compu-DAWN  and GPC.  As a  condition  precedent  to any
         obligation of GEOWORKS under this  Agreement,  a certified copy of each
         said  resolution has been delivered to GEOWORKS  together with a signed
         original of this Agreement.  All necessary corporate action required by
         this  Agreement  on the  part of each of  Compu-DAWN  and GPC has  been
         secured and is  complete.  This  Agreement  has been duly  executed and
         delivered by each of Compu-DAWN and GPC, and  constitutes the valid and
         binding  obligation  of each of  Compu-DAWN  and  GPC,  enforceable  in
         accordance with its terms, except to the extent that enforceability may
         be  limited  by  applicable  bankruptcy,  reorganization,   insolvency,
         moratorium or other laws affecting the enforcement of creditors' rights
         generally and by general principles of equity.

         (ii) The execution  and delivery by each of Compu-DAWN  and GPC of this
         Agreement does not, and consummation of the  transactions  contemplated
         by this  Agreement  will  not,  (i)  conflict  with,  or  result in any
         violation or breach of any provision of, the respective  Certificate of
         Incorporation  or Bylaws of either of Compu-DAWN or GPC, (ii) result in
         any  violation or breach of, or constitute  (with or without  notice or
         lapse  of  time,  or  both) a  default  (or  give  rise  to a right  of
         termination,  cancellation or acceleration of any obligation or loss of
         any material benefit) under, any of the terms, conditions or provisions
         of any  note,  bond,  mortgage,  indenture,  lease,  contract  or other
         agreement,  instrument  or  obligation to which either of Compu-DAWN or
         GPC is a party or by which any of its  respective  properties or assets
         may be bound,  or (iii) to the best knowledge of each of Compu-DAWN and
         GPC, conflict or violate any permit,  concession,  franchise,  license,
         judgment,  order, decree,  statute, law, ordinance,  rule or regulation
         applicable  to  either  or both of  Compu-DAWN  or GPC or any of  their
         respective  properties  or  assets,  except  in the  case  of any  such
         conflicts,  violations,   defaults,   terminations,   cancellations  or
         accelerations  which  would  not  have a  material  adverse  effect  on
         Compu-DAWN and its subsidiaries, taken as a whole.

          (iii)  No   consent,   approval,   order  or   authorization   of,  or
          registration,  declaration or filing with,  any court,  administrative
          agency   or   commission   or   other   governmental    authority   or
          instrumentality ("Governmental Entity") is required by or with respect
          to each of  Compu-DAWN  and GPC in  connection  with the execution and
          delivery of this  Agreement or the  consummation  of the  transactions
          contemplated  hereby,  except for such  consents,  approvals,  orders,
          authorizations,  registrations,  declarations  and  filings  as may be
          required under applicable federal and state securities laws.

     1.3d Commission Filings; The Nasdaq Stock Market SmallCap Listing.

         (i) Compu-DAWN  has filed with the  Securities and Exchange  Commission
         (the  "Commission")  all forms,  reports and  documents  required to be
         filed with the  Commission  by  Compu-DAWN  pursuant to the  Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), since January 1,
         1999 (collectively,  the "Compu-DAWN Commission Reports").  Each of the
         Compu-DAWN  Commission  Reports (i) complies in all  material  respects
         with the applicable  requirements of the Exchange Act, (ii) at the time
         of filing with the commission,  did not contain any untrue statement of
         a material  fact or omit to state a material fact required to be stated
         therein or necessary in order to make the  statements  therein,  in the
         light of the circumstances  under which they were made, not misleading,
         and (iii) no amendment to any of the Compu-DAWN  Commission  Reports is
         required to correct  any  statement  of a material  fact or omission to
         state a material  fact  required to be stated  therein or  necessary in
         order to make the  statements therein not misleading as a result of any
         subsequent events related to either or both of Compu-DAWN or GPC.

         (ii) The shares of  Compu-DAWN  Common  Stock are listed on The Nasdaq
         Stock Market SmallCap.

     1.3e Corporate  Charters.  Each of Compu-DAWN  and GPC has furnished to the
          Purchaser true and complete copies of their respective Certificates of
          Incorporation  and  Bylaws  as  currently  in  effect,  including  all
          amendments thereto.

     1.3f Stockholders'  Consents. No consent or approval of the stockholders of
          either or both of Compu-DAWN and GPC is required or necessary for such
          parties to enter into this Agreement or to consummate the transactions
          contemplated  hereby. If any such stockholder  consent shall have been
          required,  written  proof  thereof  shall  be  delivered  to  GEOWORKS
          immediately prior to the Effective Date.

     1.3g Irrevocable Instructions to Issue Warrant. MYTURN has delivered to its
          counsel and transfer agent, as applicable, irrevocable instructions to
          issue the  Warrant  to  GEOWORKS  within  three  business  days of the
          Effective Date.

1.4      REPRESENTATIONS AND WARRANTIES OF GEOWORKS.

          GEOWORKS  hereby  represents  and warrants to MYTURN as of the date of
          this Agreement as follows:

     1.4a Authority.  GEOWORKS has all requisite  legal and  corporate  power to
          enter into this  Agreement  and to perform its  obligations  under the
          terms of, or contemplated by, this Agreement.

     1.4b Authorization.  All corporate action on the part of GEOWORKS necessary
          for the  purchase  of the  Warrant and the  performance  of  GEOWORKS'
          obligations  hereunder has been taken.  This Agreement,  when executed
          and delivered by GEOWORKS, will constitute a valid and legally binding
          obligation  of GEOWORKS,  enforceable  in  accordance  with its terms,
          except to the extent that  enforceability may be limited by applicable
          bankruptcy,  reorganization,  insolvency,  moratorium  or  other  laws
          affecting  the  enforcement  of  creditors'  rights  generally  and by
          general principles of equity.

     1.4c Purchase of Warrant and Warrant Shares  Entirely for Own Account.  The
          Warrant and the Warrant  Shares will be acquired  for  investment  for
          GEOWORKS' own account,  not as a nominee or agent, and not with a view
          to the resale or distribution of any part thereof, and GEOWORKS has no
          present  intention  of  selling,  granting  any  participation  in, or
          otherwise distributing the same, although it is free to formulate such
          an  intention  in the future after the  expiration  of any  applicable
          holding  period  under  the  federal  and  state  securities  laws and
          regulations promulgated thereto. Any future disposition of the Warrant
          or the Warrant  Shares will occur in  compliance  with all  applicable
          federal and state securities laws and regulations.

     1.4d Investment Experience. GEOWORKS is an "accredited investor" as defined
          in Rule  501(a)  under the  Securities  Act of 1933,  as amended  (the
          "Securities  Act").  GEOWORKS is or will become prior to the Effective
          Date, aware of MYTURN's  business affairs and financial  condition and
          has been provided  access to and has acquired  sufficient  information
          about MYTURN, including a review of the Compu-DAWN Commission Reports,
          to reach  an  informed  and  knowledgeable  decision  to  acquire  the
          Warrant.  GEOWORKS has such  business and  financial  experience as is
          required  to give it the  capacity  to protect  its own  interests  in
          connection with the purchase of the Warrant, and GEOWORKS acknowledges
          there is presently no public market for the Warrant. GEOWORKS is not a
          "broker" or a "dealer" as defined in the Exchange Act.

     1.4e Restricted and Unrestricted Securities.  GEOWORKS understands that the
          Warrant  and the  Warrant  Shares  are  characterized  as  "restricted
          securities"  under  applicable U.S. federal and state securities laws,
          inasmuch as they are being,  or will be, acquired from Compu-DAWN in a
          transaction  not  involving a public  offering  and that,  pursuant to
          these laws and applicable regulations, GEOWORKS must hold the Warrant,
          and,  upon the  execution  thereof,  the Warrant  Shares  indefinitely
          unless they are registered  with the Commission and qualified by state
          authorities,  or an exemption from such registration and qualification
          requirements is available.  GEOWORKS  understands that the Shares, if,
          when, and as issued, are not intended to be restricted securities and,
          as such,  its  representations  and warranties set forth above are not
          applicable to the Shares.

     1.4f Legends.  GEOWORKS  understands that the Warrant,  the Warrant Shares,
          and the Deficient  Shares and the Deficient  Penalty  Shares (as those
          terms  are  defined  in  Section  3.6,   below)  will  bear  a  legend
          substantially similar to the following:

          THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES  ACT OF 1933 OR ANY APPLICABLE  STATE LAW, AND NO
          INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,  ASSIGNED, OFFERED, PLEDGED
          OR OTHERWISE TRANSFERRED UNLESS (a) THERE IS AN EFFECTIVE REGISTRATION
          STATEMENT UNDER SUCH ACT COVERING ANY SUCH TRANSACTION INVOLVING THESE
          SECURITIES  OR (b) THE COMPANY  RECEIVES AN OPINION OF LEGAL  COUNSEL,
          ACCEPTABLE TO THE COMPANY,  FOR THE HOLDER OF THESE SECURITIES STATING
          THAT SUCH  TRANSACTION  IS EXEMPT  FROM  REGISTRATION,  OR THE COMPANY
          OTHERWISE  SATISFIES  ITSELF  THAT SUCH  TRANSACTION  IS  EXEMPT  FROM
          REGISTRATION.

1.5  COVENANT OF MYTURN.

     1.5a Listing  of  Compu-DAWN's   Securities  on  The  Nasdaq  Stock  Market
          SmallCap.  Upon the Warrant Shares becoming publicly tradable pursuant
          to the registration requirements of applicable U.S. securities laws or
          exemptions  therefrom,  Compu-DAWN,  or its successor,  shall take all
          reasonable  action  to  list  the  Warrant  Shares,  the  Shares,  the
          Deficient Shares, and the Deficient Penalty Shares on The Nasdaq Stock
          Market SmallCap.

2.   TECHNOLOGY LICENSE.

2.1  Technology  License  and  Exhibits.  This  Agreement  include a  Technology
     License and the following Exhibits that are incorporated herein and form an
     integral part hereof:

Exhibit A      Identification   of  the  License   Technology  and  Third  Party
               Technology.  This  Exhibit  is  a  description  of  all  Licensed
               Technology  licensed to MYTURN on a conditional,  exclusive basis
               under this Agreement,  as well as the Third Party Technology made
               available to MYTURN.

Exhibit B      Development and Support Services.

Exhibit C      Commercial  Terms.  This  Exhibit   specifies   royalties,   NRE,
               additional equity, and other commercial terms of this Agreement.

Exhibit D      Form of End User License Agreement.


2.2  Modification  and  Interpretation  of Exhibits.  The Exhibits shall be kept
     up-to-date and modifications and additions thereto shall be executed as and
     effective  only upon mutual  agreement  evidenced  in writing and signed by
     authorized  officers of the Parties.  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 each Exhibit shall be given
     effect only for the subject matter covered by that Exhibit.

2.3  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.

2.4  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.

2.5  Writing.  No amendment or  modification  of this  Agreement  including  the
     exhibits,  may be  made  except  by an  instrument  in  writing  signed  by
     authorized officers of the Parties

3.   GRANT OF CONDITIONAL LICENSES;  CONDITIONS AND REMEDIES. Subject to Section
     3.5 (Reserved Rights),  GEOWORKS grants the following  conditional licenses
     to MYTURN: ---------------

3.1  License  Fee.  The  License Fee shall  consist of an Initia  License Fee --
     Cash, the Warrant, and the royalty payments set forth in Exhibit C.

3.2  Reproduction.

     3.2a a non-transferable  (except as provided in Section 16.1 (Assignment)),
          conditional  exclusive  worldwide  license to reproduce  copies of the
          object  code of the  Licensed  Technology,  and of the object  code of
          Derivative Works,  Embedded in MYTURN PC Devices, and, with consent of
          GEOWORKS,  the  right  to  sub-license  such  reproduction  rights  to
          Manufacturers of MYTURN and to OEMs of MYTURN,  all such  sub-licenses
          to be in writing and subject to the terms,  conditions and limitations
          of this Agreement; and

     3.2b a non-transferable  (except as provided in Section 16.1 (Assignment)),
          and conditional exclusive worldwide license to reproduce copies of the
          object  code  and  source  code  of  the  Licensed  Technology  and of
          Derivative  Works, for internal use only by MYTURN in carrying out its
          rights and obligations under this Agreement.

3.3  Modification;  Derivative Works. a conditional  exclusive  non-transferable
     (except as provided in Section  16.1  (Assignment)),  worldwide  license to
     modify the source code to the Licensed Technology, and to create Derivative
     Works;   provided  that  any  warranty  against   infringement,   indemnity
     obligation,  or maintenance or support  obligation  given by GEOWORKS under
     the  provisions  of this  Agreement  shall  not apply to  modifications  or
     Derivative  Works made by or for MYTURN,  or to  portions  of the  Licensed
     Technology affected by such modifications or Derivative Works. For purposes
     of this  Modification  license,  GEOWORKS grants to MYTURN a non-exclusive,
     non-transferable   (except  as  provided  in  Section  16.1   (Assignment))
     conditional  internal  license to use the  software  development  tools and
     documentation included in the Licensed Technology.

3.4  Distribution.

     3.4a a non-transferable  (except as provided in Section 16.1 (Assignment)),
          conditional  worldwide  license to distribute the Licensed  Technology
          and Derivative  Works,  Embedded in MYTURN PC Devices,  in object code
          form only, and, with consent of GEOWORKS, the right to sublicense such
          distribution  rights to OEMs of  MYTURN,  Manufacturers  of MYTURN and
          Distributors  of MYTURN,  all such  sublicenses  to be in writing  and
          subject to the terms,  conditions and  limitations of this  Agreement.
          MYTURN and its  sublicensees  will distribute the Licensed  Technology
          and Derivative  Works to End-Users only under the terms of an End User
          license substantially in the forms provided as Exhibit D.

     3.4b GEOWORKS  shall grant to MYTURN the right to  distribute  the software
          development  tools and  documentation  included  within  the  Licensed
          Technology,   upon  mutual   agreement  as  to  commercial  terms  and
          conditions of the proposed distribution arrangement.

3.5  Reserved Rights.

     3.5a MYTURN  may  not   distribute,   or  authorize  its   Distributors  to
          distribute,  Licensed  Technology or Derivative Works in any form that
          is  not  Embedded;  provided,  however,  that  MYTURN  may  distribute
          software  upgrades to the  Licensed  Technology  and/or to  Derivative
          Works to its customers on diskettes,  CD-ROM, or other media, and such
          upgrades may be loaded into memory in the MYTURN PC Device.

     3.5b MYTURN's  rights  hereunder  shall be  subject  to rights  granted  by
          GEOWORKS to Licensees of GEOWORKS.

     3.5c GEOWORKS  reserves to itself and its licensees the exclusive  right to
          manufacture  and  distribute  the Licensed  Technology  in all devices
          other than MYTURN PC Devices.

3.6  Exclusivity.

     3.6a Subject  to  Section  3.5   (Reserved   Rights)  and  Section   3.6(b)
          (Conditions  of  Exclusivity),  and  provided  that  MYTURN is in full
          compliance  with  all  payment  obligations,  provisions,  terms,  and
          conditions in this Agreement, the rights granted to MYTURN in Sections
          3.1  (Reproduction)  and 3.3  (Distribution)  shall  be  conditionally
          granted to  MYTURN,  and not to any PC device  competitors  of MYTURN,
          during the term of this Agreement.

     3.6b Conditions of  Exclusivity.  The rights  granted to MYTURN in Sections
          3.1 (Reproduction)  and 3.3 (Distribution) are conditional.  If MYTURN
          timely makes all payments in  accordance  with their terms,  including
          GEOWORKS'  deferral of remedies  terms,  and  complies  with all other
          terms and  conditions  in this  Agreement,  meets all the  performance
          requirements set forth  hereinbelow,  and timely makes all the royalty
          payments  set forth in  Exhibit C,  MYTURN  shall  obtain  conditional
          rights, subject to meeting said performance requirements  continuously
          and making said royalty payments. With respect to royalty payments due
          based on units shipped under the  performance  requirements  set forth
          below,  and only  such  royalty  payments,  MYTURN  may also  maintain
          conditional  rights by paying to GEOWORKS,  no later than the last day
          of each applicable  period, a cash amount equal to the number of units
          (cash equivalent) by which it is short of the performance requirements
          set forth below, multiplied by the minimum royalty for North American,
          International,  and School units as set forth in Exhibit C.  Royalties
          are due, payable and fully earned by GEOWORKS upon shipment by MYTURN.

     3.6c Performance Requirements:


          First commercial MYTURN PC Device Product Shipment December 31, 2000;

          At least 25,000  royalty-bearing units of MYTURN PC Devices shipped by
          December 31, 2000;

          At least 450,000 cumulative total  royalty-bearing  units of MYTURN PC
          Devices shipped by December 31, 2001;

          At least 850,000 cumulative total  royalty-bearing  units of MYTURN PC
          Devices shipped by December 31, 2002;

          At least 1,600,000 cumulative total royalty-bearing units of MYTURN PC
          Devices shipped by December 31, 2003; and

          At least 2,600,000 cumulative total royalty-bearing units of MYTURN PC
          Devices shipped by December 31, 2004.

3.7  Remedies.

     3.7a MYTURN agrees to perform all obligations herein, comply with all terms
          and conditions herein,  timely pay all money due GEOWORKS as indicated
          herein,  and  timely  pay  all per  unit  royalties  for the  Licensed
          Technology as indicated  herein.  If MYTURN defaults in respect of its
          performance  of  any or all of its  requirements  set  forth  in  this
          Agreement,  then, without the requirement of notice,  GEOWORKS will be
          entitled to exercise any and all of its legal and equitable  remedies,
          including those outlined in this Section 3.7.

     3.7b In addition to all other  remedies  herein  arising from any breach of
          any provision in this Agreement (including the Recitals), in the event
          MYTURN  fails  to  meet  any of the  payment  obligations,  terms,  or
          conditions  of this  Agreement,  or fails to meet the shipment  and/or
          payment performance  requirements in this Agreement,  and said failure
          remains  uncured  for a net total cure  period of sixty (60)  calendar
          days,  then,  without  the  requirement  of  notice,  the  conditional
          exclusive  license to the  Licensed  Technology  granted  herein shall
          immediately become non-exclusive.

               Separately,  and in addition the licenses granted herein becoming
          non-exclusive,  if MYTURN fails to pay in full the Initial License Fee
          -- Cash due  GEOWORKS on or before  March 30, 2000 (or the  subsequent
          due dates set forth immediately below), or within two days of the date
          on which Compu-DAWN,  or any of its affiliates or subsidiaries,  shall
          have  received  any funds or  financing  from any  source in excess of
          $3,000,000 prior to March 28, 2000, then, in order to continue the use
          of the  Licensed  Technology,  MYTURN shall be obligated to deliver to
          GEOWORKS  as separate  consideration  for its  agreement  to defer (i)
          collection action, (ii) termination of MYTURN's rights to the Licensed
          Technology  and  the  Enhancements,   and  (iii)  acquisition  of  all
          Derivative Works on an exclusive basis, the following:

          (i)  80,000 of the Shares on March 31, 2000 or such earlier, analogous
               date if  Compu-DAWN,  or any of its  affiliates or  subsidiaries,
               shall have failed to pay the Initial  License Fee -- Cash in full
               within two days of its receipt of any funds or financing from any
               source in excess of $3,000,000 prior to March 28, 2000;

          (ii) an additional 80,000 of the Shares, if the Initial License Fee --
               Cash is still unpaid on April 29, 2000, which  additional  Shares
               shall  be  delivered  on  April  30,  2000,   or  such   earlier,
               appropriate  date  if  Compu-DAWN,  or any of its  affiliates  or
               subsidiaries, shall have failed to pay the Initial License Fee --
               Cash in full  within  two  days of its  receipt  of any  funds or
               financing from any source in excess of $3,000,000  prior to March
               28, 2000;

          (iii)an additional  80,000 of the Shares,  if the Initial  License Fee
               -- Cash is still unpaid on May 29, 2000, which additional  Shares
               shall be delivered on May 30, 2000, or such earlier,  appropriate
               date if  Compu-DAWN,  or any of its  affiliates or  subsidiaries,
               shall have failed to pay the Initial  License Fee -- Cash in full
               within two days of its receipt of any funds or financing from any
               source in excess of $3,000,000 prior to March 28, 2000; and

          (iv) an additional  80,000 of the Shares, if the Initial License Fee--
               Cash is still unpaid on June 29, 2000,  which  additional  Shares
               shall be delivered on June 30, 2000, or such earlier, appropriate
               date if  Compu-DAWN,  or any of its  affiliates or  subsidiaries,
               shall have failed to pay the Initial  License Fee -- Cash in full
               within two days of its receipt of any funds or financing from any
               source in excess of $3,000,000 prior to March 28, 2000.

               If  any  of  the  Shares,  upon  their  issuance,  shall  not  be
          registered with the Commission and unrestricted,  and freely-tradable,
          then  Compu-DAWN,   or  any  successor   entity,  if  applicable  (the
          "Deficient Shares"),  shall immediately issue and addition quantity of
          shares of its  common  stock  equivalent  to 10% of the number of such
          Deficient Shares (the "Deficient Penalty Shares"). In addition, all of
          the registration  rights granted to GEOWORKS in respect of the Warrant
          Shares shall also attach to the Deficient  Shares and to the Deficient
          Penalty Shares.

               Notwithstanding  the issuance of the Shares (and, if  applicable,
          the  Deficient  Shares  and  the  Deficient   Penalty   Shares),   and
          separately,  and  in  addition  to all  other  remedies  available  to
          GEOWORKS, if, as of July 1, 2000, or such earlier, appropriate date if
          Compu-DAWN,  or any of its  affiliates  or  subsidiaries,  shall  have
          failed to pay the Initial  License Fee -- Cash in full within two days
          of its receipt of any funds or financing  from any source in excess of
          $3,000,000  prior to March  28,  2000,  MYTURN  has  failed to pay the
          Initial  License  Fee --  Cash  in  full,  including  interest  due to
          GEOWORKS, then, in addition to continuing to remain liable to GEOWORKS
          for all said money, and without requirement of notice, all of MYTURN's
          rights in and to the Licensed  Technology shall cease  immediately and
          the Enhancements and all Derivative Works shall immediately become the
          sole property of GEOWORKS.

               Not later  than  January  10,  2000,  and on the 10th day of each
          month  thereafter,  MYTURN  shall  deliver  the  source  code  for the
          Enhancements  and all  Derivative  Works then extant on a CD-ROM to an
          escrow agent  reasonably  acceptable  to  Compu-DAWN  and GEOWORKS for
          safekeeping.  The terms of such  escrow  shall  provide,  among  other
          items, that the escrow agent shall deliver such CD-ROMs to GEOWORKS at
          the time it is entitled thereto pursuant to the terms hereof, or shall
          deliver  such  CD-ROMs  to MYTURN at the time it is  entitled  thereto
          pursuant to the terms hereof.  In no event shall  GEOWORKS be entitled
          to  utilize  such  source  code  information  except as  permitted  in
          accordance  with  the  terms  and  conditions  of this  Agreement  and
          pursuant to the transactions contemplated hereby.

4.   MANUFACTURERS  AND OEMS. Each Manufacturer of MYTURN and each OEM of MYTURN
     that is granted  sublicense rights under Section 3 (GRANT OF LICENSES) must
     agree in writing:

     4.1a to accept that no ownership  rights to the Licensed  Technology  or to
          Derivative Works are transferred to the Manufacturer or OEM;

     4.1b to include on all copies of the  Licensed  Technology  and  Derivative
          Works,  and  on  all  related   packaging,   manuals  and  promotional
          materials, all proprietary,  copyright, trade secret and other notices
          in accordance with Section 8.1 (Acknowledgment of GEOWORKS) hereof;

     4.1c not to  decompile  or reverse  engineer  the  Licensed  Technology  or
          Derivative Works;

     4.1d to  keep  records  showing  the  number  of  copies  of  the  Licensed
          Technology and Derivative Works manufactured, and the number of copies
          distributed;

     4.1e  to furnish to  MYTURN,  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 MYTURN or GEOWORKS
          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 7.7 (Audits); and

     4.1f to be  bound  by the  provisions  of  this  agreement,  and to  permit
          GEOWORKS  to  enforce  such  provisions  against  such  Manufacturers,
          provided  that the  appointment  of  Manufacturers  and OEMs by MYTURN
          shall not in any respect create any relationship  between GEOWORKS and
          such persons.

5.   INTELLECTUAL PROPERTY RIGHTS.

5.1  THE LICENSED  TECHNOLOGY.  GEOWORKS and its  licensors are and shall remain
     the sole owners of all Intellectual  Property Rights in and to the Licensed
     Technology.

5.2  THE  MYTURN  PC  DEVICES.  MYTURN  is and  shall  remain  the  owner of all
     Intellectual Property Rights in and to the MYTURN PC Devices (excluding the
     Licensed  Technology,  and excluding any Derivative Works owned by GEOWORKS
     as set forth below).

5.3  DERIVATIVE WORKS.

     5.3a GEOWORKS  shall  own the  Intellectual  Property  Rights in and to any
          Derivative Works made by GEOWORKS during the course of this Agreement.
          Derivative  Works made by GEOWORKS  pursuant to this  Agreement at the
          request of MYTURN shall  automatically be included within the licenses
          granted  in Section 3 (GRANT OF  LICENSES)  of this  Agreement.  Other
          Derivative  Works made by GEOWORKS  during the term of this  Agreement
          shall be treated as set forth in Section 6 (UPDATED  AND NEW  LICENSED
          TECHNOLOGY).

     5.3b MYTURN shall conditionally own the Intellectual Property Rights in and
          to any  Derivative  Works  made by MYTURN  during  the  course of this
          Agreement  or made for MYTURN by third  parties  other  than  GEOWORKS
          (hereafter    referred    to   as   "made   by   or   for    MYTURN").


     5.3c MYTURN's  Intellectual  Property Rights in Derivative  Works shall not
          extend to the underlying Licensed Technology or underlying  Derivative
          Works  owned  by  GEOWORKS,  as  set  forth  above,  but  only  to the
          modifications thereto made by or for MYTURN.

     5.3d GEOWORKS may independently  develop and own the Intellectual  Property
          Rights to Derivative Works that are  functionally  equivalent to those
          made by or for MYTURN,  provided  that it does so without  copying the
          source code to any  MYTURN-owned  Derivative  Works. For this purpose,
          the Parties understand that MYTURN may provide GEOWORKS with access to
          the source code to the MYTURN-owned Derivative Works, so that GEOWORKS
          may assist  MYTURN in its  development  activities.  The Parties agree
          that  GEOWORKS'  development of equivalent  GEOWORKS-owned  Derivative
          Works shall be considered "independent" despite such access.

     5.3e Where the  contributions  of GEOWORKS  and MYTURN to the creation of a
          Derivative  Work  are  so  interlinked  that  it is  not  possible  to
          determine separate  ownership,  then each of the Parties shall have an
          undivided  one-half  ownership  interest in any Intellectual  Property
          Rights therein; 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.

     5.3f Each Party shall take all actions and execute all  documents  that are
          necessary  to assign to the other its one-half  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.

     5.3g For purposes of this Section 5.3 (DERIVATIVE  WORKS), a Party shall be
          considered  to have "made" or made a  "contribution"  to a  Derivative
          Work by  substantially  participating  in the design and coding of the
          software.  MYTURN accepts that no jointly owned Intellectual  Property
          Rights is  created  merely  because  MYTURN  supplies  to  GEOWORKS  a
          specification of features which GEOWORKS then creates.

6.   UPDATED AND NEW LICENSED TECHNOLOGY.  Upon mutual agreement as to terms and
     conditions,  GEOWORKS  may create  updates  and  upgrades  to the  Licensed
     Technology during the term of this Agreement. Further, the licenses granted
     in Section 3 (GRANT OF LICENSES) shall, at MYTURN's election, extend to all
     updates and revisions to the Licensed  Technology  that GEOWORKS  generally
     releases to all of its OEM customers, if and when such updates are released
     by GEOWORKS.

7.   PAYMENTS.

6.1  Initial  License Fee.  MYTURN  agrees to pay  GEOWORKS  the  non-refundable
     Initial License Fee Initial  License Fee -- Cash of  $541,083.56,  of which
     $35,000  shall be paid upon  execution  of this  Agreement  and the balance
     shall be paid not later  than the dates set forth in this  Agreement,  with
     interest  accruing on the unpaid Initial License Fee -- Cash at the rate of
     10% per annum.

     The Initial License Fee -- Cash, including interest accrued thereon,  shall
     be  payable  in full by MYTURN to  GEOWORKS  not later  than two days after
     Compu-DAWN, or any of its affiliates or subsidiaries, receives any funds or
     financing from any source in excess of $3,000,000  prior to March 28, 2000.
     If  Compu-DAWN,  or any of its affiliates or  subsidiaries,  shall not have
     received  any funds or  financing  from any source in excess of  $3,000,000
     prior to March 28,  2000,  the Initial  License Fee -- Cash,  and  interest
     accrued  thereon,  shall be payable in full not later than March 30,  2000,
     subject to the  deferrals  by GEOWORKS of the  exercise of its  remedies in
     accordance with the terms of Section 3.7b,  above,  the Initial License Fee
     -- Cash, and interest accrued  thereon,  shall be payable in full not later
     than March 30, 2000.

     Compu-DAWN  shall grant to GEOWORKS the Warrant for the purchase of 250,000
     shares of  Compu-DAWN's  Common  Stock at the market  price on the day this
     Agreement is executed.

6.2  Royalty Payments. MYTURN agrees to pay to GEOWORKS the royalty payments set
     forth in Exhibit C. Royalty payments are due and payable within thirty (30)
     days  after the  calendar  quarter  in which any  MYTURN PC Device  Product
     Shipment occurs.

6.3  Not For Resale Units.  MYTURN will not incur any royalty  payments  (except
     for reimbursement to GEOWORKS for third-party technologies as identified in
     Exhibit C) for a limited number of  promotional,  "not for resale" units of
     MYTURN PC Devices,  not to exceed 20 units,  provided free of charge to End
     Users or to MYTURN  Distributors,  or for units  used by MYTURN  solely for
     demonstration purposes and/or for customer support; provided, however, that
     a royalty  payment will become due if and when MYTURN 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.

6.4  Currency. All payments under this Agreement are to be made in U.S. Dollars.

6.5  Records.  MYTURN shall maintain complete and accurate records of all MYTURN
     PC Device Product Shipments and records identifying the amount of royalties
     and other payments due hereunder.

6.6  Reports.  No later  than  thirty  (30) days  after the end of each calendar
     quarter, MYTURN shall send to GEOWORKS a report detailing for such quarter:

     7.6a The number of units of MYTURN PC Device Product Shipment,  including a
          breakdown as applicable  by MYTURN PC Device and Product,  version and
          country; and

     7.6b A detailed  account of all royalty and other amounts due and the basis
          for calculation.

6.7  Audits.  During the term of this  Agreement and for twelv (12) months after
     the  expiration  or any  termination  of  this  Agreement,  an  independent
     third-party  representative of GEOWORKS,  reasonably  acceptable to MYTURN,
     upon reasonable  notice and during  MYTURN's  normal business hours,  shall
     have the right to conduct an audit of the  relevant  portions  of  MYTURN's
     books of account to verify  compliance  with this  Agreement.  MYTURN 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
     six-month  period.  GEOWORKS  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 six-month  period,  MYTURN shall
     pay the costs of such audit and for each such audit GEOWORKS shall have the
     right to conduct  another  audit  during  the same  six-month  period.  All
     information  obtained by GEOWORKS'  independent third party  representative
     during any such  audit  shall be treated  as  Confidential  Information  as
     defined in Section 14 (Nondisclosure and Restricted Use).

6.8  Interest.  MYTURN shall pay GEOWORKS interest at the rat of 1.5% per month,
     or the maximum rate allowed by law, whichever is less, on any payments that
     are overdue by more than thirty (30) days,  which interest shall be applied
     from the date said sum was  originally  first due until the date the entire
     payment and applicable interest is due.

8.   ADVERTISING, TRADEMARK USAGE/PROTECTION AND PUBLICITY.

8.1  Trademark,  Copyright,  and Proprietary Markings.  MYTURN acknowledges that
     GEOWORKS  is the sole  owner and sole  worldwide  licensor  of GEOS and the
     Applications.  MYTURN will not lay claim, or make or advertise any claim to
     ownership  or  licensing  capacity  to  GEOS  or  the  Applications  in any
     publication or communication. Any time MYTURN uses the GEOS name or mark it
     will be identified with the registered  trademark and copyright  marks, and
     with credit and reference to GEOWORKS as sole owner and licensor  appearing
     on the same page in typeface and font no smaller  than 10 point.  Any press
     release or  presentation  referring to or pertaining to GEOWORKS or GEOS in
     any way shall be sent to the office of  General  Counsel  of  GEOWORKS  for
     review and prior written approval in advance of any  distribution,  use, or
     release.  MYTURN agrees not to alter or remove any of GEOWORKS' proprietary
     notices on copies of Licensed  Technology  without  GEOWORKS' prior written
     permission.

8.2  Acknowledgments.  Each Party shall be entitled to use th 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.  Such approval may be
     given only by the office of General  Counsel of GEOWORKS.  Each Party shall
     promptly  review  (within five (5) business  days) all such  requests  made
     under this Subsection.

8.3  Public Relations Upon first commercial launch of a MYTURN PC Device, and at
     other  reasonable  times upon mutual  agreement of the Parties,  each Party
     will create and issue a mutually  agreeable  press release,  printed on its
     own letterhead, announcing the Parties' relationship as established by this
     Agreement.

9.   GEOWORKS' INDEMNITIES.

9.1  Indemnity.  GEOWORKS  will  indemnify,  defend,  and hold  harmless  MYTURN
     against,  and pay any resulting  awards and  settlements  arising from, any
     claim,  demand,  suit or action to the extent it alleges  that the Licensed
     Technology as supplied by GEOWORKS  infringes upon any United States patent
     issued as of the  Effective  Date of this  Agreement,  (or, with respect to
     updates, as of the date that any update is supplied to MYTURN by GEOWORKS),
     or any  copyright  or trade secret of any third  party,  provided  that (1)
     MYTURN  promptly  informs  GEOWORKS in writing of any such  claim,  demand,
     action or suit, (2) GEOWORKS is given control over the defense  thereof and
     MYTURN cooperates in the defense, at GEOWORKS' 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 GEOWORKS,
     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.  GEOWORKS'  indemnity  obligations  do not  apply to (1)
     modifications  to  the  Licensed   Technology   specified  by  MYTURN,  (2)
     modifications  made  to  the  Licensed  Technology  by  anyone  other  than
     GEOWORKS,  (3)  use  of a  superseded  version  of  the  GEOWORKS  Licensed
     Technology  after  release  of an update by  GEOWORKS  in  accordance  with
     Section  6  hereof,  (4)  use of a  superseded  infringing  version  of the
     Licensed Technology by MYTURN after release of a non-infringing  version by
     GEOWORKS in accordance with Section 9.2 hereof (GEOWORKS' Options), and (5)
     any use or  combination  of the Licensed  Technology  with any  technology,
     software or hardware not supplied by GEOWORKS, if such alleged infringement
     would be  avoided  by use of the  Licensed  Technology  alone or with other
     technology, software or hardware.

9.2  Response to Infringement Claim. If a claim, demand, suit or action alleging
     infringement  is brought,  or if GEOWORKS  reasonably  believes  one may be
     brought  (based upon the opinion of  independent  counsel),  GEOWORKS shall
     have the option at its  expense to (1) modify the  Licensed  Technology  to
     avoid the  allegation of  infringement,  (2) obtain for MYTURN a license to
     continue  reproducing and distributing the Licensed  Technology,  or (3) if
     neither (1) nor (2) is  reasonably  practicable  in  GEOWORKS'  discretion,
     terminate this Agreement as to the affected  Licensed  Technology,  as to a
     portion  thereof,  or as to a specific  MYTURN  Product or  Products,  upon
     written notice.

9.3  Limitations.  This Section 9 (GEOWORKS'  INDEMNITIES)  set forth  GEOWORKS'
     entire  liability  to MYTURN  for any  actual or  alleged  infringement  or
     misappropriation of any third party's intellectual  property rights arising
     out of the  Licensed  Technology.  In no event  shall  GEOWORKS'  aggregate
     liability to defend and indemnify  under Section 9 (GEOWORKS'  INDEMNITIES)
     exceed an amount  equal to the lesser of (a) the total of all amounts  that
     have been paid by MYTURN to GEOWORKS  under this  Agreement,  plus the fair
     market value of any equity of MYTURN  granted to GEOWORKS  pursuant to this
     Agreement, or (b) two times the total of all amounts that have been paid by
     MYTURN to GEOWORKS  under this  Agreement,  not including the value of such
     equity.  The foregoing amounts and value 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.

10.  MYTURN'S INDEMNITIES.

10.1 Indemnity.  MYTURN and its Affiliates will defend GEOWORKS against, and pay
     any resulting awards and settlements  arising from any claim,  demand, suit
     or  action  to the  extent  it  alleges  that a  MYTURN  PC  Device  or any
     modification  to the Licensed  Technology  made by or for 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)  GEOWORKS  promptly  informs  MYTURN in writing of any such claim,
     demand,  action or suit,  (2)  MYTURN  is given  control  over the  defense
     thereof and GEOWORKS cooperates in the defense at MYTURN's expense, and (3)
     GEOWORKS 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.  GEOWORKS shall
     have the right to select its own counsel to participate in any such defense
     at GEOWORKS' expense.  MYTURN's  indemnity  obligations do not apply to (1)
     modifications to a MYTURN PC Device specified by GEOWORKS,  and (2) any use
     or  combination  of a MYTURN PC Device  with any  technology,  software  or
     hardware not  supplied by MYTURN,  if such  alleged  infringement  would be
     avoided by use of such  MYTURN PC Device  alone or with  other  technology,
     software or hardware.

10.2 Limitations.  This Section 10  (MYTURN'S  INDEMNITIES)  set forth  MYTURN's
     entire  liability  to GEOWORKS  for any actual or alleged  infringement  or
     misappropriation of any third party's intellectual  property rights arising
     out of a MYTURN PC Device. In no event shall MYTURN's  aggregate  liability
     to defend and indemnify under Section 10 (MYTURN'S  INDEMNITIES)  exceed an
     amount  equal to the  lesser of (a) the total of all  amounts to be paid by
     MYTURN to GEOWORKS under this Agreement,  plus the fair market value of any
     equity of MYTURN granted to GEOWORKS pursuant to this Agreement, or (b) two
     times the total of all amounts to be paid by MYTURN to GEOWORKS  under this
     Agreement,  not including the value of such equity.  The foregoing  amounts
     and value 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.

11.  COMBINATION CLAIMS. Any infringement claim arising solely out of the use or
     combination  of the  Licensed  Technology  with any  MYTURN  technology  or
     product 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.

12.  WARRANTIES.

11.1 Disclaimer  of  Express   Warranties.   Subject  to  Section  9  (GEOWORKS'
     INDEMNITIES), all Licensed Technology, Third Party Technology, Confidential
     Information  and other  products or  technologies  provided by GEOWORKS 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,  GEOWORKS
     CONFIDENTIAL  INFORMATION,  OR SERVICES  PROVIDED  BY  GEOWORKS  UNDER THIS
     AGREEMENT SHALL CONSTITUTE A WARRANTY OR GUARANTY.

11.2 Disclaimer  Of  Implied   Warranties.   SUBJECT  TO  SECTION  9  (GEOWORKS'
     INDEMNITIES),  TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,  ALL  IMPLIED
     WARRANTIES  WITH  RESPECT TO THE  LICENSED  TECHNOLOGY,  INCLUDING  BUT NOT
     LIMITED  TO  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A
     PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

11.3 Limited  Warranty  For Third Party  Technology.  WITH  RESPECT TO ANY THIRD
     PARTY  TECHNOLOGY,  GEOWORKS  WILL PASS THROUGH TO MYTURN ANY WARRANTY THAT
     GEOWORKS IS AUTHORIZED BY ITS SUPPLIER SO TO PASS THROUGH. GEOWORKS EXTENDS
     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 BY MYTURN FROM THIRD  PARTIES,  EVEN IF
     SUCH  ITEMS WERE  SELECTED  OR  RECOMMENDED  FOR  MYTURN BY  GEOWORKS.  ALL
     WARRANTIES, IF ANY, ARE PROVIDED SOLELY BY THE THIRD PARTY PROVIDERS.

13.  TERM OF  AGREEMENT  AND  TERMINATION.

13.1 Term. This Agreement shall begin on the Effective Date. The initial term of
     the  Agreement  will expire on December  31,  2004,  and may be extended by
     mutual  agreement if MYTURN has met the Conditions of Exclusivity set forth
     in Section  3.5  (3.5(b))  (Conditions  of  Exclusivity).  Thereafter,  the
     Agreement  will be  eligible  for  renewal for  successive  one-year  terms
     provided  that MYTURN meets  performance  requirements  to be determined by
     mutual agreement.

13.2 Termination  For Breach  (Limited  Cure  Period). Each Party shall have the
     right to terminate  this  Agreement  upon written notice to the other Party
     that other Party is in breach of any material term of this  Agreement.  Any
     notice of  termination  shall  indicate  the first  date of the  breach and
     calculate  60  days  forward  as the  effective  date  of the  termination.
     Accordingly,  the Parties agree that the  breaching  party has only 60 days
     from the breach to cure.

13.3 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 16.1  (Assignment)).
     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.

13.4 Termination  for MYTURN Breach  (Limited Cure Period).  If the Agreement is
     terminated  due to breach by  MYTURN,  all the  following  shall  occur and
     apply:  (1)  MYTURN  shall  immediately  discontinue  the  manufacture  and
     distribution  of MYTURN PC  Devices  and all use,  copying,  embedding  and
     production of any additional  copies of the Licensed  Technology,  and will
     cause any third parties who obtained from it the right to manufacture units
     of MYTURN PC Devices to do likewise; (2) any such termination or expiration
     shall not affect any End  User's  rights to use MYTURN PC Device  units and
     shall  further not affect the right of any  non-affiliated  third party who
     purchased  units of MYTURN PC Devices from MYTURN to sell such units to its
     customers; (3) immediately upon termination, MYTURN shall return all copies
     of  the  Licensed  Technology,  including  without  limitation  all  master
     diskettes and tapes,  and user manuals.  MYTURN may retain only such copies
     of the Licensed  Technology as it may  reasonably  require for its internal
     use in providing  continued  first level  customer  support to its End-User
     customers;  (4) each  Party  shall  destroy  or  return  to the  other  all
     Confidential  Information  provided  by the other  Party,  except that each
     Party may retain one copy for archival  purposes  only,  as a record of the
     confidential disclosures made to it under this Agreement; (5) within thirty
     (30) days of such  termination  or expiration  MYTURN shall pay to GEOWORKS
     any and all sums due under this Agreement;  and (6) within thirty (30) days
     of such  termination  or  expiration,  MYTURN  shall  confirm in writing to
     GEOWORKS that all of the foregoing have occurred or been completed.

14.  NONDISCLOSURE AND RESTRICTED USE.

14.1 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 MYTURN  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:

     14.1a  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

     14.1b 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

     14.1c 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

     14.1d  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

     14.1e  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.

13.2 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.

13.3 Licensed Technology Source Code Restrictions.

     14.3a  MYTURN acknowledges that GEOWORKS considers the Licensed  Technology
     source code to be Confidential  Information and to contain  proprietary and
     trade  secret  information  of  GEOWORKS.  MYTURN  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.  MYTURN agrees
     that  Authorized  Personnel shall be informed of and abide by the terms and
     conditions of this Agreement.

     14.3b MYTURN shall hold the source code in strict confidence.  MYTURN shall
     investigate all unauthorized  attempts to gain access to the source code of
     which it becomes aware,  and  immediately  notify  GEOWORKS  concerning any
     breach of source  code  confidentiality,  whether  or not such  breach  was
     inadvertent.

     14.3c The source code shall be placed on secure computer systems located at
     MYTURN's  principal place of business.  MYTURN shall  implement  sufficient
     security  procedures  to limit  access  to the  source  code to  Authorized
     Personnel.  The secure computer systems area or room shall be available for
     inspection by GEOWORKS.

     14.3d MYTURN  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.

15.  LIMITATION OF LIABILITY.  REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
     FAILS OF ITS ESSENTIAL  PURPOSE,  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.

16.  GENERAL.

16.1 Assignment.  This  Agreement  may be not be assigned in whole or in part by
     MYTURN, except to a direct subsidiary of Compu-DAWN,  the equity and voting
     control  of  which  subsidiary  shall  be not  less  than  80% in  favor of
     Compu-DAWN,  without  the prior  written  consent  of  GEOWORKS,  which may
     withhold or delay consent in its sole, reasonable discretion.  GEOWORKS may
     assign this  Agreement  in its sole  discretion  without  any consent  from
     MYTURN.

16.2 Governing  Law.  This  Agreement  will  be  governed  and   interpreted  in
     accordance  with the laws of the state of California,  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  such  Rules.  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.

16.3 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 venturers.

16.4 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.

16.5 ForceMajeure.  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.

16.6 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.

16.7 Survival.  The  rights  and  obligations  under  Sections  5  (Intellectual
     Property Rights),  7 (PAYMENTS),  9 (GEOWORKS'  INDEMNITIES),  10 (MYTURN'S
     INDEMNITIES),   11  (COMBINATION   CLAIMS),  12.1  (Disclaimer  of  Express
     Warranties), 12.2 (Disclaimer Of Implied Warranties), 14 (NONDISCLOSURE AND
     RESTRICTED  USE), 15  (LIMITATION  OF  LIABILITY),  and 16 (GENERAL)  shall
     survive the expiration and any termination of this Agreement.

16.8 Export. MYTURN agrees that MYTURN will not knowingly export or reexport the
     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.

16.9 Rental Payments. Upon execution of this Agreement, MYTURN will begin paying
     all monthly rent  ($11,600)and  expenses due for space and facilities costs
     used by GLOBAL at the GEOWORKS facility in Alameda, California.

     IN WITNESS  WHEREOF,  the Parties have  executed  this  Agreement as of the
Effective Date.

GEOWORKS CORPORATION                           MYTURN, INC.



By:  /s/ Donald G. Ezzell                      By: /s/ Rudy C. Theale
---  --------------------                      ----------------------
Signature                                      Signature


/s/ Donald G. Ezzell                           Rudt C. Theale
--------------------                           --------------
Print Name                                     Print Name



Chief Operating Officer                        President
-----------------------                        ---------
Title                                          Title



                                               GPC ACQUISITION CORP.





                                               By:  /s/ Rudy C. Theale
                                               ---  ------------------
                                                    Signature

                                               Rudy C. Theale
                                               --------------
                                               Print Name


                                               President
                                               ---------------------------------
                                               Title








<PAGE>





                                    EXHIBIT A

                    IDENTIFICATION OF THE LICENSED TECHNOLOGY

                           AND THIRD PARTY TECHNOLOGY

Operating System
----------------

The double-byte  version of GEOS 3.0 operating system, in source code and object
code form (English language, single-byte and double-byte, with included drivers)

Applications
------------

Ensemble  Application  suite,  in source  code and  object  code  form  (English
language, single-byte & double- byte)

For  purposes  of  this  Agreement,   the  term  "Ensemble  Applications"  means
GeoBrowser,  GeoCalc,  GeoWrite,  Calculator,  Clock,  GeoManager,   GeoPlanner,
Scrapbook, Preferences, Solitaire, GeoBanner, GeoComm, GeoDex, GeoDraw, GeoFile,
and Text File Editor

The  object  code and  source  code to games for the GEOS 3.0  operating  system
developed by or for Geoworks and which are owned by Geoworks  (separate  list to
be identified by the Parties).

(Third  Party  Technology  is included  only to the extent and only for the time
period that GEOWORKS' current in-bound  licenses provide.  Additional rights and
additional  time  periods  are to be  obtained  directly  from the  Third  Party
Technology  suppliers by MYTURN. GIF and TIFF file formats are not warranted and
not subject to  indemnification  by GEOWORKS under this Agreement  unless MYTURN
obtains a license to LZW compression from Unisys).

Note: all application names are to be changed.


All existing Ensemble help files are also included.

Tools
-----

Software  developers  kit and LEGOS tool set (Object  Code,  Sample  source code
Files)


(Licensed to MYTURN for internal use only,  and not for  distribution  or resale
except upon mutual  agreement  and  commercial  terms,  including  all terms and
conditions governing same.).

The source  code to the tools  listed  herein for  MYTURN's  internal  use only.
GEOWORKS  also  grants  MYTURN a limited  right to  distribute  the object  code
version  of the  GEOWORKS  Software  Developers  Kit  (SDK)  under the terms and
conditions  of the  GEOWORKS  SDK License  Agreement  applicable  at the time of
distribution.  GEOWORKS  will  provide  MYTURN with  available  GEOWORKS-created
localization  materials to assist MYTURN in developing localized versions of the
Licensed Technology.

Documentation
-------------

English-language

End User documentation in electronic form


Third Party Technologies  (object code)
------------------------


         DOS
         ---

          Datalight  ROM-based  disk  operating  system Version 5.0, and updates
          provided by Datalight  (for sale only with bundled with GEOS;  may not
          be sold separate from GEOS)

          Fonts:  URW fonts and rasterizer,  for use with the GEOWORKS  Ensemble
          Application  Suite  only.  Not to be sold as a separate  wholesale  or
          retail  product.  MYTURN will pay  GEOWORKS $. per copy shipped to End
          Users and 1.25% of all Software Revenues when shipped to OEMS.

          PPP Stack: The GEOWORKS  Point-to-Point  protocol product. MYTURN will
          pay GEOWORKS $.50 per MYTURN Product Shipment.

          Classs 1 Fax Drivers:  Class 1 fax drivers for use with GEOS 3.0 only.
          Not to be sold as a separate wholesale or retail product.  MYTURN will
          pay GEOWORKS  $.50 per MYTURN  Product  Shipment  that  includes  this
          driver.



PAGE 4


<PAGE>








                                    EXHIBIT B

                        DEVELOPMENT AND SUPPORT SERVICES

CUSTOMER SUPPORT

         First Level Customer Support

               MYTURN  (directly  or through  its  Distributors)  shall  provide
               customer  support  for End Users who acquire  MYTURN  Devices and
               Product  units.  In the event that End Users first call  GEOWORKS
               directly for technical support, GEOWORKS may refer such customers
               to MYTURN.

         0.1   Second Level Customer Support

               GEOWORKS  shall not be required to provide  Second Level Customer
               Support to MYTURN.

1.   EXCLUSIVE PROVIDER SUPPORT

     During the term of the Agreement,  GEOWORKS shall be the exclusive provider
of support to all  applicable  parties  concerning the Licensed  Technology.  In
consideration for the Fees set forth in Exhibit B to this Agreement,  subject to
availability, GEOWORKS will offer to provide MYTURN with development, consulting
and support services, if requested by MYTURN in the following:

     1.1  Development Assistance
          GEOWORKS  will provide  reasonable  technical  assistance to MYTURN in
          connection  with MYTURN'S  development  activities  using the Licensed
          Technology.  GEOWORKS  and  MYTURN  will  create a  written,  mutually
          agreeable  specification  for any  modifications  or extensions to the
          Licensed Technology to be created by GEOWORKS.

     1.2  Assistance With Development Environment
          GEOWORKS will provide reasonable assistance to MYTURN personnel in the
          use of the software development environment and other tools.

     1.3  Error Investigation
          GEOWORKS  will provide  reasonable  assistance to MYTURN in connection
          with the  identification  and  correction  of errors  in the  Licensed
          Technology.

     1.4  On-Site Support
          GEOWORKS will  primarily  provide its support  services from GEOWORKS'
          place of business.  Upon reasonable  (approximately two weeks) advance
          notice,  the GEOWORKS Support  Engineers will provide support services
          at MYTURN's  place of business,  for a maximum  period of one (1) week
          for any  given  on-site  visit  and a  maximum  of two (2)  weeks  per
          calendar quarter. The amount of on-site support in a given quarter may
          be extended by mutual  agreement.  All travel and living  expenses for
          such on-site service will be paid by MYTURN.

     1.5  Personnel; Primary Contact; Employee Non-Solicitation
          MYTURN  shall at all times  ensure  that its  personnel  are  properly
          trained in the  operation and use of the Licensed  Technology.  MYTURN
          will  designate  one (1)  person  properly  trained  in the use of the
          Licensed Technology to serve as MYTURN's primary contact with GEOWORKS
          for support services.  MYTURN shall provide written notice to GEOWORKS
          giving the name and contact  information for such designated  persons.
          During any Term of this  Agreement,  any one year  thereafter,  MYTURN
          agrees not to solicit any GEOWORKS employee or consultant  without the
          prior written consent of GEOWORKS.

     1.6  Access
          MYTURN  shall  provide  GEOWORKS  a direct  Internet  connection,  FTP
          capabilities  and other  capabilities,  as  appropriate,  to  remotely
          perform any support services.

     1.7  NO WARRANTIES
          The intent of  GEOWORKS'  services in support of this  Agreement is to
          provide assistance to MYTURN, leading to MYTURN's  self-sufficiency in
          dealing  with the  source  code.  This  Agreement  does  not  create a
          warranty of any kind.  GEOWORKS  DISCLAIMS ALL WARRANTIES,  STATUTORY,
          EXPRESS,  IMPLIED OR ARISING FROM A COURSE OF DEALING,  USAGE OR TRADE
          PRACTICE,  WITH  RESPECT  TO  THE  LICENSED  TECHNOLOGY  AND  SERVICES
          PROVIDED  UNDER  THIS  EXHIBIT,  INCLUDING  BUT NOT  LIMITED  TO,  ANY
          WARRANTY OF DESIGN, MERCHANTABILITY OR FITNESS.

     1.8  Conditions Not Covered
          GEOWORKS will render reasonable technical assistance and consultation,
          but  shall not be  responsible  for:  (i)  maintaining  or  supporting
          modifications  made by MYTURN or portions of the  Licensed  Technology
          affected by MYTURN modifications; (ii) problems caused by the improper
          use of the Licensed Technology by MYTURN; (iii) maintaining  hardware,
          software,  or  documentation  provided to MYTURN by third parties;  or
          (iv) correcting  problems  caused by conditions  beyond its reasonable
          control.

2.  TERM AND TERMINATION OF SUPPORT SERVICES

     2.1  Term
          This term of any development and support services under this Exhibit B
          shall  be the  same as the  term of the  Agreement,  as set  forth  in
          Section  13 (TERM OF  AGREEMENT  AND  TERMINATION)  of the  Agreement,
          except as set forth below.

     2.2  Early Termination
          If MYTURN has not  delivered the Licensed  Technology  and a MYTURN PC
          Device  to the  manufacturing  process  by  December  31,  2000,  then
          GEOWORKS may  terminate  any  commitment  to provide  development  and
          support services under this Exhibit B by written notice to MYTURN.

PAGE 1


<PAGE>


                                    EXHIBIT D

                       FORMS OF END USER LICENSE AGREEMENT

              IMPORTANT: READ THIS NOTICE BEFORE USING THE SOFTWARE

                       GEOWORKS Software License Agreement

This is a legal  agreement  between  you (the end  user),  GEOWORKS  Corporation
("GEOWORKS")  and MYTURN PC, or  Compu-Dawn  dba  MYTURN,  or any  successor  to
Compu-Dawn or MYTURN thereto. Please read it.

Your MYTURN PC Device  contains  software  created by GEOWORKS.  The GEOWORKS(R)
software  program (the  "SOFTWARE") is licensed by GEOWORKS and MYTURN PC to the
original customer and any subsequent  transferee of the MYTURN PC Device for use
only on the terms set forth here.

GEOWORKS  AND MYTURN PC ARE WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE
CONDITION  THAT YOU  ACCEPT  ALL THE TERMS  CONTAINED  IN THIS END USER  LICENSE
AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE USING THE MYTURN PC DEVICE, AS
USING THE DEVICE WILL INDICATE THAT YOU ACCEPT THE TERMS. IF YOU DO NOT AGREE TO
THESE TERMS,  THEN  GEOWORKS AND MYTURN ARE UNWILLING TO LICENSE THE SOFTWARE TO
YOU,  IN WHICH  EVENT YOU SHOULD  RETURN  THE  MYTURN PC DEVICE IN ITS  ORIGINAL
PACKAGING WITH PROOF OF PURCHASE TO THE DEALER FROM WHICH IT WAS ACQUIRED WITHIN
THIRTY (30) DAYS OF PURCHASE FOR A FULL REFUND.

GRANT OF LICENSE: GEOWORKS and MYTURN PC grant you the right to use the software
on the MYTURN PC Device.

COPYRIGHT:  The SOFTWARE is owned by GEOWORKS or its  suppliers and is protected
by United States copyright laws and international treaty provisions. You may not
copy the SOFTWARE or the written materials accompanying the SOFTWARE.

OTHER RESTRICTIONS: You may not rent or lease the SOFTWARE, but you may transfer
the SOFTWARE and  accompanying  written  materials on a permanent basis provided
you retain no copies. You may not reverse engineer,  decompile,  disassemble, or
create derivative works from the SOFTWARE.

U.S. GOVERNMENT  RESTRICTED RIGHTS: The U.S. Government  acknowledges  GEOWORKS'
representation that the SOFTWARE and its documentation were developed at private
expense and no part of them is in the public domain. The SOFTWARE is "Restricted
Computer  Software"  as that term is  defined in Clause  52.227-19  (FAR) and is
"Commercial  Computer  Software"  as that term is  defined  in  Subpart  227.471
(DFARS).

          RESTRICTED RIGHTS LEGEND
          If this product is acquired under the terms of a government  contract,
          use,  duplication,  and  disclosure  are  subject to the terms of this
          license   agreement  and  the  following   restrictions:   subdivision
          (c)(1)(ii)  of the  Rights in  Technical  Data and  Computer  Software
          clause at 252.227-7013  (DOD contracts);  subdivisions (a) through (d)
          of  52.227-19  (Civilian  agency  contract);  and the  applicable  ADP
          Schedule Contract (GSA contract).

EXPORT  LAW  ASSURANCES:  You agree that  neither  the  SOFTWARE  nor any direct
product  thereof  is  being  or  will  be  acquired,  shipped,   transferred  or
re-exported,  directly or indirectly,  into any country prohibited by the United
States Export Administration Act and the regulations thereunder.

LIMITED MONEY-BACK WARRANTY:  To the original purchaser only, MYTURN PC provides
the following  warranties  for purchases made in the United States of America or
Canada.  IF YOU ARE NOT  SATISFIED  WITH THE  SOFTWARE  FOR ANY REASON,  YOU MAY
RETURN THE COMPLETE  PRODUCT,  WITHIN  THIRTY (30) DAYS FROM THE DATE OF RECEIPT
FOR A FULL REFUND. Return the product directly to the U.S. or foreign dealer you
purchased  it from.  If you are  unable to return the  product  to your  dealer,
please  call  MYTURN PC at  XXX-XXX-XXXX  to obtain an  authorization  number to
accompany  the  returned  product.  Please do not return  products  to MYTURN PC
directly without first calling,  as MYTURN PC will refuse acceptance of packages
that do not have a Return Authorization number written on the outside.

MYTURN PC also warrants that, within the first ninety (90) days from the date of
receipt,  the media on which the  software  is  furnished  and the  accompanying
documentation  will remain free from defects in materials and construction  with
normal use.  In the case of a defect,  so long as the defect did not result from
misuse,  abuse, or accident,  MYTURN PC at its option will repair or replace the
defective item and return it to you by pre-paid post.

MYTURN  PC and  GEOWORKS  do not  warrant  that  the  SOFTWARE  will  meet  your
requirements,   that  operation  of  the  SOFTWARE  will  be   uninterrupted  or
error-free, or that all SOFTWARE errors will be corrected.

THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,  WHETHER
EXPRESS OR IMPLIED,  INCLUDING  THE IMPLIED  WARRANTIES OF  MERCHANTABILITY  AND
FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY GEOWORKS OR MYTURN PC, THEIR EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL
INCREASE THE SCOPE OF THE ABOVE  WARRANTIES OR CREATE ANY NEW  WARRANTIES.  SOME
STATES AND  COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED  WARRANTIES,  SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED  WARRANTIES ARE
LIMITED  IN  DURATION  TO SIXTY  (60)  DAYS  FROM THE  DATE OF  DELIVERY  OF THE
SOFTWARE.  THIS WARRANTY  GIVES YOU SPECIFIC  LEGAL  RIGHTS.  YOU MAY HAVE OTHER
RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

LIMITATION  OF  LIABILITY:  REGARDLESS  OF  WHETHER  ANY REMEDY SET FORTH IN THE
LIMITED  WARRANTY FAILS OF ITS ESSENTIAL  PURPOSE,  IN NO EVENT WILL GEOWORKS OR
MYTURN PC BE LIABLE TO YOU FOR ANY SPECIAL,  CONSEQUENTIAL,  INDIRECT OR SIMILAR
DAMAGES,  INCLUDING  ANY LOST  PROFITS  OR LOST DATA  ARISING  OUT OF THE USE OR
INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH.  THIS IS TRUE EVEN
IF GEOWORKS OR MYTURN PC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO CASE SHALL THE  LIABILITY OF GEOWORKS OR MYTURN PC EXCEED THE PURCHASE  PRICE
PAID FOR THE SOFTWARE.

SOME STATES AND COUNTRIES DO NOT ALLOW THE  LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR  CONSEQUENTIAL  DAMAGES,  SO THE ABOVE LIMITATION OF LIABILITY
MAY NOT APPLY TO YOU.

GENERAL: This Agreement will be governed by the laws of the State of California,
U.S.A., except for that body of law dealing with conflict of laws.

Should you have any questions  concerning  this  Agreement,  or if you desire to
contact  GEOWORKS  for any  reason,  please  write to us at:  GEOWORKS  END USER
LICENSING, 960 Atlantic Avenue, Alameda, CA 94501-1074, U.S.A.


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