AMENDMENTS TO ASSET PURCHASE AGREEMENT

                                November 23, 1999

The following  amendments dated November 23, 1999 are made to the Asset Purchase
Agreement among Compu-Dawn,  Inc., GPC Acquisition Corp.,  Global PC, Inc., Mark
Bradlee and Brian  Dougherty,  dated July 30, 1999,  as amended on September 24,
1999 and September 26,   1999.
<TABLE>
<CAPTION>
_____________________________________________________________________
SECTION                   AMENDMENT
________________________________________________________________________

<S>  <C>                    <C>
1.   Heading               Change "Kevin" Dougherty to "Brian" Dougherty.

2.   Section 2             Change paragraph to read "Seller is engaged in the business of
     Recitals, First       developing and marketing certain proprietary user interface and
     Paragraph             application computer and Internet software (the "Business"), including
                           a Graphical Operating System called GEOS(R) ("GEOS(R)") which,
                           together with user interface and application software is utilized in a low
                           cost Internet and computing appliance (the "Global PC Device") and
                           associated web portal ("Global PC Online")".

3.   Section 2.3.1         The following sentence is added at the end of the Section:
                           Additionally, the Purchaser or Compu-DAWN shall pay Seller an
                           amount not to exceed the total tax liability amount set forth on
                           Schedule 3.9 plus $10,000 (the "Cash Purchase Price"), which proceeds
                           shall be used by Seller only and specifically to satisfy the tax liabilities
                           set forth on Schedule 3.9.

4.   Section 2.3.2(b)      Reference to delivery of Common Shares and/or Warrants at Closing
                           shall be changed to delivery of Common Shares and/or Warrants within
                           thirty (30) days after Closing.

5.   Section 2.3.2         A new Section 2.3.2(c) is added as follows:  2.3.2(c) the Cash Purchase
                           Price shall be delivered to the Seller at the Closing.

6.   Section 3.10.1        December Balance Sheet refers to December 1998 in all cases.

7.   Section 3.11 and      Insurance Schedule is complete, but policies have lapsed due to the
     Section 5.1(c)        length required to close the asset purchase agreement amendments.
                           Cancelled insurance policies and lapsed policies are listed in Schedule
                           3.11.

8.   Section 3.23(a)       Change the phrase "To the best of Sellers' and/or either Principal
                           Shareholder respective knowledge, Seller is in compliance" to "To the


                                        1

                           best of Seller's and/or either Principal  Shareholder's
                           respective  knowledge,  except as set forth in Schedule
                           3.9, Seller is in compliance".

9.       Section 5.1(i)             Change the opening phrase from "For as long as this Agreement shall
                                    remain in effect and until terminated in accordance with its terms" to
                                    "for as long as this Agreement and any amendments thereto shall
                                    remain in effect and until the earlier of (A) the closing of this
                                    Agreement as amended and as may be amended, or (B) it is terminated
                                    in accordance with its terms".

10.      Section 8.5                Change reference from "without limitation the GEOS(R) License
                                    Agreement" to "without limitation a new GEOS(R) License Agreement".

11.      Section 8.9                Change phrase from "Seller shall be satisfied with the amounts" to
                                    "Except as set forth in Schedule 3.9, Purchaser shall be satisfied with
                                    the amounts".

12.      Section 8.12               Paragraph should be changed to read "Seller shall have agreements
                                    with a sufficient number of its creditors such that its total trade and
                                    accounts payable and other liabilities can be liquidated by the amount
                                    approved by Compu-DAWN.

13.      Section 8.23               Paragraph should be changed to read:

                                    Escrow Agreement.  Seller and the Representative shall have executed
                                    and tendered to Compu-DAWN an escrow agreement (the "Escrow
                                    Agreement") in the form and substance reasonably acceptable to
                                    Compu-DAWN, Purchaser, Seller and the Principal Shareholders,
                                    providing for, among other things, that the Common Shares and
                                    Warrants of Compu-DAWN issuable to the Persons set forth on
                                    Schedule 8.23 on account of a portion of the Purchase Price as provided
                                    in Section 2.3.2(a) hereof, as provided for below (the "Escrow
                                    Securities"), will be placed in escrow with an escrow agent satisfactory
                                    to Compu-DAWN and held in accordance with the terms set forth
                                    below and shall be held as security for the indemnification obligations
                                    of the Principal Shareholders pursuant to Section 12.2.1 hereof for a
                                    period of eleven (11) months from the Closing Date.

14.      Section 10.1               Change the date September 30, 1999 (as amended to November 30,
                                    1999) to December 31, 1999.


                                        2

15.      Section 10.3 (b)           These sections are deleted (because the Closing Common Shares and
         and (c)                    Closing Warrants will be delivered within thirty (30) days after
                                    Closing).

16.      Section 10.3(e)            Replace the reference to "Schedule 10.3(e)" with "Schedule 9.7".

17.      Section 11.4               Paragraph should be changed to read:

                                    Board Position.  The Board of Directors of Compu-DAWN shall be
                                    comprised of seven (7) directors following the Closing.  The two (2)
                                    vacancies currently on the Board shall be filled  by Brian Dougherty
                                    and Mark Bradlee at the Closing.  Compu-DAWN will use best efforts
                                    to cause seat to be vacated by a current Compu-DAWN employee
                                    board member and cause such seat to be filled by a new qualified and
                                    valuable outside board member in the future which would thereafter
                                    make the composition of the board two Compu-DAWN employees, two
                                    former Global PC employees and three outside board members.

18.      Section 11.5(ii)(A)        For the purposes of this restrictive clause, a Competitive Business will
                                    be defined as any Business developing and/or selling a non
                                    Windows/Macintosh PC combined with Internet Portal connectivity
                                    that targets the home market.

                                    For the purposes of this restrictive clause and all other restrictive
                                    clauses in this Agreement, the definition of Competitive Business will
                                    exclude Wink Communications and PlanetWeb.  It was disclosed prior
                                    to the signing of the Letter of Intent that Brian Dougherty is currently
                                    on the Board of Directors and has active participation in both Wink
                                    Communications and PlanetWeb.

19.      Section 11.5(B)            Change restrictive period from "two (2) years" to "one (1) year".

20.      Section 11.7               Change the phrase "fund the pre-rollout market to "rollout market".

21.      Section 15.1               The term "Subscription Agreement" in this Section and where
                                    referenced throughout the Agreement is changed to "Subscription and
                                    Registration Rights Agreement".

22.      Section 16.7               Change Compu-DAWN address to read:
                                    333 North 1st Street, Suite 200
                                    Jacksonville, Florida  32250
                                    Attention:  Chairman of the Board
                                    Telecopier:  (904) 249-7599


                                        3

23.      New Article XVII           A new Article XVII is added to the Asset Purchase Agreement, which
                                    shall read in its entirety as follows:

                                    Registration Rights.  The Subscription and Registration Rights
                                    Agreements shall have the following provisions relating to registration
                                    of the Common Shares and Warrant Shares in, or substantially in, the
                                    form annexed hereto as Schedule 23.

24.      Schedule 2.3.2(a)(i)       Replace original Schedule 2.3.2(a)(i) with Schedule 2.3.2(i) dated Nov.
                                    23, 1999.

25.      Schedule 2.3.2(a)(ii)      Replace original Schedule 2.3.2(a)(ii) with Schedule 2.3.2(a)(ii) dated
                                    Nov. 23, 1999.

26.      Schedule 2.4.1             Replace original Schedule 2.4.1 with Schedule 2.4.1 dated Nov. 23, 1999.

27.      Schedule 3.1               Replace original Schedule 3.1 with Schedule 3.1 dated Nov. 23, 1999.

28.      Schedule 3.2               Replace original Schedule 3.2 with Schedule 3.2 dated Nov. 23, 1999.

29.      Schedule 3.3               Replace original Schedule 3.3 with Schedule 3.3 dated Nov. 23, 1999.

30.      Schedule 3.5               Replace original Schedule 3.5 with Schedule 3.5 dated Nov. 23, 1999.

31.      Schedule 3.6               Replace original Schedule 3.6 with Schedule 3.6 dated Nov. 23, 1999.

32.      Schedule 3.7               Replace original Schedule 3.7 with Schedule 3.7 dated Nov. 23,1999.

33.      Schedule 3.8               Replace original Schedule 3.8 with Schedule 3.8 dated Nov. 23, 1999.

34.      Schedule 3.9               Replace original Schedule 3.9 with Schedule 3.9 dated Nov. 23, 1999.

35.      Schedule 3.10.1            Replace original Schedule 3.10.1 with Schedule 3.10.1 dated Nov. 23,
                                    1999.

36.      Schedule 3.10.2            Replace original Schedule 3.10.2 with Schedule 3.10.2 dated Nov. 23,
                                    1999.

37.      Schedule 3.11              Replace original Schedule 3.11 with Schedule 3.11 dated Nov. 23,
                                    1999.




                                                           4

38.      Schedule 3.12              Replace original Schedule 3.12 with Schedule 3.12 dated Nov. 23,
                                    1999.

39.      Schedule 3.13              Replace original Schedule 3.13 with Schedule 3.13 dated Nov. 23,
                                    1999.

40.      Schedule 3.14              Replace original Schedule 3.14 with Schedule 3.14 dated Nov. 23,
                                    1999.

41.      Schedule 3.16              Replace original Schedule 3.16 with Schedule 3.16 dated Nov. 23,
                                    1999.

42.      Schedule 3.19              Replace original Schedule 3.19 with Schedule 3.19 dated Nov. 23,
                                    1999.

43.      Schedule 3.23              Replace original Schedule 3.23 with Schedule 3.23 dated Nov. 23,
                                    1999.

44.      Schedule 3.25              Replace original Schedule 3.25 with Schedule 3.25 dated Nov. 23,
                                    1999.

45.      Schedule 4.3               Replace original Schedule 4.3 with Schedule 4.3 dated Nov. 23, 1999.

46.      Schedule 8.11              Replace original Schedule 8.11 with Schedule 8.11 dated Nov. 23,
                                    1999.

47.      Schedule 8.23              Replace original Schedule 8.23 with Schedule 8.23 dated Nov. 23,
                                    1999.

48.      Schedule 9.7               Replace original Schedule 9.7 with Schedule 9.7 dated Nov. 23, 1999.

49.      Exhibit 2.3.1(a)           Replace original Exhibit 2.3.1(a) with revised Exhibit 2.3.1(a) (Form of
                                    Class A Warrant) attached hereto.

50.      Exhibit 2.3.1(b)           Replace original Exhibit 2.3.1(b) with revised Exhibit 2.3.1(b) (Form of
                                    Class B Warrant) attached hereto.

51.      Exhibit 2.3.1(c)           Replace original Exhibit 2.3.1(c) with revised Exhibit 2.3.1(c) (Form of
                                    Class C Warrant) attached hereto.

52.  All other terms of the Asset  Purchase  Agreement  as amended on  September
     24,1999 and  September 26, 1999 shall remain and continue in full force and
     effect as amended hereby.

</TABLE>


                                        5

     WITNESS  the  execution  of these  Amendments  as of the date  first  above
written.

                            COMPU-DAWN, INC.

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

                            GPC ACQUISITION CORP.

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

                            GLOBAL P.C.

                            By: /s/ Mark Bradlee
                            --------------------


                            /s/ Mark Bradlee
                            ----------------
                            MARK BRADLEE


                            /s/ Brian Dougherty
                            -------------------
                            BRIAN DOUGHERTY




                                        6

                     AMENDMENTS TO ASSET PURCHASE AGREEMENTS
                                November 23, 1999
                                   SCHEDULE 23

         5.1      Registration Rights

                  (a)      Compu-DAWN Obligations.

                  i.       Registration.

                    A.   If at any time after the date hereof  Compu-DAWN  shall
                         file with the Securities and Exchange  Commission  (the
                         "SEC")  a   registration   statement   (a   "Piggy-back
                         Registration   Statement")  under  the  Securities  Act
                         relating  to an  offering  for its own  account  or the
                         account of others  under the  Securities  Act of any of
                         its equity  securities  (other than on Form S-4 or Form
                         S-8  or  their  then  equivalents  relating  to  equity
                         securities to be issued  solely in connection  with any
                         acquisition   of  any  entity  or  business  or  equity
                         securities  issuable in connection with stock option or
                         other employee benefit plans), Compu-DAWN shall send to
                         the  Subscribers  written notice of such  determination
                         and, if within fifteen (15) days after the date of such
                         notice,  any  Subscriber  shall so request in  writing,
                         Compu-DAWN    shall   include   in   such    Piggy-Back
                         Registration  Statement  all or any part of the  Common
                         Shares  and/or   Warrant   Shares   (collectively   the
                         "Registrable  Securities") such Subscriber  requests to
                         be registered,  except that if, in connection  with any
                         underwritten    public    offering,     the    managing
                         underwriter(s) thereof shall impose a limitation on the
                         number of Registrable  Securities which may be included
                         in   the   Piggy-Back   Registration   Statement   (the
                         "Underwriter Cutback") because, in such underwriter(s)'
                         judgment,  marketing  or  other  factors  dictate  such
                         limitation   is   necessary   to   facilitate    public
                         distribution,  then  Compu-DAWN  shall be  obligated to
                         include in such Piggy-Back  Registration Statement only
                         such limited  portion of the as the  underwriter  shall
                         permit (limited to zero if necessary).

                    B.   The provisions of Section 5.1(a)(i)(a) notwithstanding,
                         if  Compu-  DAWN has not  previously  filed one or more
                         Piggy-back  Registration Statements covering the resale
                         of all  of  the  Registrable  Securities  then,  if (I)
                         Compu-DAWN  receives a request from Subscribers who are
                         holders of at least 100,000 Registrable Securities,  or
                         (II) if all the Subscribers  hold in the aggregate less
                         than   199,999   Registrable   Securities,   Compu-DAWN
                         receives a request from  Subscribers who are holders of
                         a majority of the Registrable Securities, Compu-DAWN


                                        7

                         shall on no  more  than  two  (2)  occassions  in  each
                         calendar   year,  commencing on May 15, 2000,  prepare
                         and  file  with  the SEC a  registration  statement  (a
                         "Mandatory   Registration  Statement"  and  singly  and
                         collectively    with   any    Piggyback    Registration
                         Statement(s) sometimes referred to as the "Registration
                         Statement")  covering  the  resale  of the  Registrable
                         Securities.  The Company may register the resale of any
                         other  of  its   securities   on  any  such   Mandatory
                         Registration   Statement.   The   Company   shall   use
                         reasonable   best   efforts  to  cause  the   Mandatory
                         Registration  Statement to become  effective as soon as
                         is  practicable  after the  filing  thereof,  but in no
                         event  later  than  the  one  hundredth  and  twentieth
                         (120th) day following  the date of the filing  thereof,
                         provided however,  that in no event shall Compu-DAWN be
                         required to file a Mandatory  Registration Statement if
                         it is undertaking an underwritten public offering which
                         has  not  closed,  and in  such  case,  the  date  that
                         Compu-DAWN   is   required   to  file   the   Mandatory
                         Registration  Statement  hereunder  shall  be  extended
                         until the thirtieth  (30th) day after the  underwritten
                         offering  is  closed  and  the   distribution   of  the
                         securities  in such  underwritten  public  offering  is
                         complete.

                    C.   If an offering in  connection  with which an Subscriber
                         is  entitled  to   registration   under  this   Section
                         5.1(a)(i)  is  an  underwritten  offering,   then  such
                         Subscriber   shall,    unless   otherwise   agreed   by
                         Compu-DAWN,  offer and sell such Registrable Securities
                         in an underwritten  offering using the same underwriter
                         or underwriters  and,  subject to the provisions of the
                         Subscription and Registration Rights Agreement relating
                         to the  applicable  Subscriber,  on the same  terms and
                         conditions  as other like  securities  included in such
                         underwritten offering.

               ii.  Amendments   and   Supplements;    Maintain   Effectiveness.
                    Compu-DAWN   shall  prepare  and  file  with  the  SEC  such
                    amendments   (including   post-effective   amendments)   and
                    supplements to the Registration Statement and the prospectus
                    used in connection with the Registration Statement as may be
                    necessary to keep the  Registration  Statement  effective at
                    all  times  for a period  of six (6)  months  following  the
                    effective date thereof (the "Registration  Period"),  except
                    during any  Disclosure  Delay  Period (as defined in Section
                    5.1(a)(iii),  and,  during  such  period,  comply  with  the
                    provisions  of  the  Securities  Act  with  respect  to  the
                    disposition  of all  Registrable  Securities  covered by the
                    Registration  Statement  until  such  time  as all  of  such
                    Registrable  Securities  have been disposed of in accordance
                    with the intended  methods of  disposition by the Subscriber
                    who is the holder  thereof (for the purposes of this Section
                    5  each  a  "Holder")  as  set  forth  in  the  Registration
                    Statement.

               iii. Disclosure  Delay  Period.  If,  at any  time  prior  to the
                    expiration of the


                                        8

                    Registration  Period, in the good faith reasonable  judgment
                    of  Compu-DAWN's  Board of  Directors,  the  disposition  of
                    Registrable   Securities   would   require   the   premature
                    disclosure  of  material  non-public  information  which may
                    reasonably  be  expected  to  have  an  adverse   effect  on
                    Compu-DAWN,   then  Compu-DAWN  shall  not  be  required  to
                    maintain the  effectiveness  of or amend or  supplement  the
                    Registration  Statement  for a period (a  "Disclosure  Delay
                    Period")  expiring upon the earlier to occur of (A) the date
                    on which  such  material  information  is  disclosed  to the
                    public or ceases to be  material  or (B)  subject to Section
                    5.1(a)(iv)  hereof, up to sixty (60) calendar days after the
                    date on which  Compu-DAWN  provides a notice to the  Holders
                    under Section  5.1(a)(iv) hereof stating that the failure to
                    disclose such non-public  information  causes the prospectus
                    included in the Registration  Statement,  as then in effect,
                    to include an untrue statement of a material fact or to omit
                    to state a material  fact  required to be stated  therein or
                    necessary to make the statements therein not misleading.

               iv.  Notice of  Disclosure  Delay  Period.  Compu-DAWN  will give
                    prompt  written  notice,  to each Holder of each  Disclosure
                    Delay Period.  Each Holder agrees that, upon receipt of such
                    notice  prior  to  such  Holder's  disposition  of all  such
                    Registrable    Securities    will   forthwith    discontinue
                    disposition of such Registrable  Securities  pursuant to the
                    Registration Statement,  and will not deliver any prospectus
                    forming a part thereof in  connection  with any sale of such
                    Registrable   Securities   until  the   expiration  of  such
                    Disclosure  Delay Period.  Notwithstanding  anything in this
                    Section 5.1 to the contrary, there shall not be more than an
                    aggregate of One Hundred  Twenty (120)  calendar days in any
                    twelve (12) month  period  during which  Compu-DAWN  is in a
                    Disclosure Delay Period.

               v.   Copies  of  Filings  and  Correspondence.  Compu-DAWN  shall
                    furnish to Holder (A)  promptly  after the same is  prepared
                    and publicly distributed, filed with the SEC, or received by
                    Compu-DAWN,  one copy of the Registration  Statement and any
                    amendment   thereto,   each   preliminary   prospectus   and
                    prospectus  and each  amendment or supplement  thereto,  and
                    each item of correspondence from the SEC or the staff of the
                    SEC which comments upon or requests  information relating to
                    such Holder and/or the  Registrable  Securities  (including,
                    without  limitation,  the  resale  and plan of  distribution
                    hereof),   in  each  case  relating  to  such   Registration
                    Statement  (other than any portion,  if any,  thereof  which
                    contains   information  for  which   Compu-DAWN  has  sought
                    confidential treatment), (B) on the date of effectiveness of
                    the  Registration  Statement  or any  amendment  thereto,  a
                    notice stating that the Registration  Statement or amendment
                    has been declared  effective,  and (C) such number of copies
                    of a prospectus, including a preliminary prospectus, and all
                    amendments and supplements  thereto and such other documents
                    as such Holder may reasonably


                                        9

                    request in order to facilitate the disposition of the Common
                    Shares by Holder.

               vi.  Blue  Sky.  Compu-DAWN  shall  use its best  efforts  to (A)
                    register and qualify the Registrable  Securities  covered by
                    the  Registration  Statement under such other  securities or
                    "blue sky" laws of such  jurisdictions  in the United States
                    as  Holders  of a  majority  of the  Registrable  Securities
                    reasonably   request,   (B)   prepare   and  file  in  those
                    jurisdictions  such  amendments  (including  post- effective
                    amendments)  and  supplements  to  such   registrations  and
                    qualifications   as  may  be   necessary   to  maintain  the
                    effectiveness  thereof during the Registration  Period,  (C)
                    take such other actions as may be necessary to maintain such
                    registrations  and  qualifications  in  effect  at all times
                    during  the  Registration  Period,  and (D) take  all  other
                    actions  reasonably  necessary  or  advisable to qualify the
                    Registrable  Securities  for  sale  in  such  jurisdictions;
                    provided,  however, that Compu-DAWN shall not be required in
                    connection  therewith  or  as a  condition  thereto  to  (A)
                    qualify to do  business in any  jurisdiction  where it would
                    not  otherwise  be required to qualify but for this  Section
                    5.1(a)(vi),  (B) subject  itself to general  taxation in any
                    such jurisdiction,  (C) file a general consent to service of
                    process  in  any  such   jurisdiction,   (D)   provide   any
                    undertakings  that cause Compu-DAWN undue expense or burden,
                    or (E) make any change in its  charter  or bylaws,  which in
                    each case the Board of Directors of Compu-DAWN determines to
                    be  contrary to the best  interests  of  Compu-DAWN  and its
                    stockholders.

               vii. Events  Affecting  Prospectus.  As promptly  as  practicable
                    after becoming aware of such event,  Compu-DAWN shall notify
                    the  Holders  of  the  happening  of  any  event,  of  which
                    Compu-DAWN  has   knowledge,   as  a  result  of  which  the
                    prospectus included in the Registration  Statement,  as then
                    in effect,  includes an untrue  statement of a material fact
                    or omission to state a material  fact  required to be stated
                    therein or  necessary  to make the  statements  therein  not
                    misleading,   and  if   such   Registration   Statement   is
                    supplemented or amended to correct such untrue  statement or
                    omission,  to  deliver  such  number  as  such  Holders  may
                    reasonably request.

               viii.Notification of Amendment or Supplement.  Compu-DAWN  shall,
                    as promptly as practical  after becoming aware of such event
                    described  in Section  5.1(vii),  notify the  Holders of the
                    issuance of such order and the  resolution  thereof  (and if
                    such  Registration  Statement  is  supplemented  or amended,
                    deliver  such  number  of  copies  of  such   supplement  or
                    amendment to such Holders as they may reasonably request).

               ix.  Review by Holders' Counsel. Compu-DAWN shall permit a single
                    firm of counsel designated by the Holders holding a majority
                    of the  Registrable  Securities  to review the  Registration
                    Statement and all amendments and


                                       10

                    supplements  thereto a  reasonable  period of time  prior to
                    their filing with the SEC.

               x.   Holders'  Due  Diligence;   Confidentiality   of  Compu-DAWN
                    Information.  Compu-DAWN shall make available for inspection
                    by (A) the Holders,  (B) one firm of attorneys  and one firm
                    of  accountants  or other  agents  retained  by the  Holders
                    holding   a   majority   of   the   Registrable   Securities
                    (collectively, the "Inspectors") all pertinent financial and
                    other  records,   and  pertinent   corporate  documents  and
                    properties of Compu-DAWN  (collectively,  the "Records"), as
                    shall be reasonably  deemed  necessary by each  Inspector to
                    enable  each   Inspector  to  exercise  its  due   diligence
                    responsibility,  and cause Compu- DAWN's officers, directors
                    and  employees to supply all  information  which the Holders
                    holding  a  majority  of  the  Registrable   Securities  may
                    reasonably  request  for  purposes  of such  due  diligence;
                    provided,   however,  that  each  Inspector  shall  hold  in
                    confidence and shall not make any disclosure  (except to the
                    Holders) of any record or other information which Compu-DAWN
                    determines  in good faith to be  confidential,  and of which
                    determination  the  Inspector  so  notified,  unless (A) the
                    disclosure  of such records is necessary to avoid or correct
                    a misstatement  or omission in any  Registration  Statement,
                    (B) the  release of such  records is ordered  pursuant  to a
                    subpoena or other order from a court or  government  body of
                    competent  jurisdiction,  or (C)  the  information  in  such
                    records  has been made  generally  available  to the  public
                    other than by  disclosure  in violation of this or any other
                    agreement. Compu- DAWN shall not be required to disclose any
                    confidential  information  in such records to any  Inspector
                    until and unless such  Inspector  shall have  entered into a
                    confidentiality  agreements  with  Compu-DAWN  with  respect
                    thereto,   substantially   in  the  form  of  this   Section
                    5.1(a)(x).  ATS agrees  that it shall,  upon  learning  that
                    disclosure  of such  records  is  sought in or by a court or
                    governmental body of competent jurisdiction or through other
                    means,   give  prompt   notice  to   Compu-DAWN   and  allow
                    Compu-DAWN,  at its expense, to undertake appropriate action
                    to prevent  disclosure  of, or to obtain a protective  order
                    for, the records deemed  confidential.  Nothing herein shall
                    be deemed  to limit  the  Holder's  ability  to sell  Common
                    Shares  in a  manner  which  is  otherwise  consistent  with
                    applicable laws and regulations.

               xi.  Confidentiality  of  the  Holder's  Information.  Compu-DAWN
                    shall  hold in  confidence  and not make any  disclosure  of
                    information  concerning  any Holder  provided to  Compu-DAWN
                    unless (A)  disclosure of such  information  is necessary to
                    comply  with  federal  or  state  securities  laws,  (B) the
                    disclosure  of such  information  is  necessary  to avoid or
                    correct  a  misstatement  or  omission  in any  Registration
                    Statement,  (C) the release of such  information  is ordered
                    pursuant  to a  subpoena  or  other  order  from a court  or
                    governmental  body  of  competent  jurisdiction,   (D)  such
                    information has been made generally


                                       11

                    available  to  the  public  other  than  by   disclosure  in
                    violation  of  this  or any  other  agreement,  or  (E)  the
                    applicable  Holder  consents  to the form and content of any
                    such  disclosure.  Compu-DAWN  agrees  that it  shall,  upon
                    learning that disclosure of such information concerning such
                    holder is sought  in or by a court or  governmental  body of
                    competent  jurisdiction or through other means,  give prompt
                    notice to such Holder prior to making such  disclosure,  and
                    allow such Holder, at its expense, to undertake  appropriate
                    action to prevent  disclosure  of, or to obtain a protective
                    order for, such information.

               xii. Compliance  with  Laws.  Compu-DAWN  shall  comply  with all
                    applicable  laws  related to a  Registration  Statement  and
                    offering and sale of securities and all applicable rules and
                    regulations  of   governmental   authorities  in  connection
                    therewith (including, without limitation, the Securities Act
                    and the Securities Exchange Act of 1934, as amended, and the
                    rules and regulations promulgated by the SEC.)

               (b) Obligations of the Holders. In connection with a registration
          of the  Registable  Securities  the Holders  shall have the  following
          obligations:

          i.   Holder's  Information.  It shall be a condition  precedent to the
               obligations of Compu-DAWN to complete the  registration  pursuant
               to Section 5.1 that each Holder shall furnish to Compu-DAWN  such
               information regarding itself, the Registrable  Securities and the
               intended  method of  disposition  of the as shall be  required to
               effect the registration of such Registrable  Securities and shall
               execute such documents in connection  with such  registration  as
               Compu- DAWN may  reasonably  request.  At least five (5) business
               days  prior  to  the  first   anticipated   filing  date  of  the
               Registration  Statement,  Compu-DAWN  shall notify the Holders of
               the information Compu-DAWN requires from the Holders.

          ii.  Cooperation.  Each Holder agrees to cooperate with  Compu-DAWN as
               requested by Compu-DAWN in connection  with the  preparation  and
               filing  of the  Registration  Statement  hereunder,  unless  such
               Holder  does  not  include  any of his,  hers or its  Registrable
               Securities in the Registration Statement.

          iii. Underwritten Offering. In the event a Holder determines to engage
               the services of an underwriter,  such Holder agrees to enter into
               and perform its obligations under an underwriting  agreement,  in
               usual  and  customary  form,   including,   without   limitation,
               customary indemnification and contribution obligations,  with the
               managing underwriter of such offering and take such other actions
               as are reasonably required in order to expedite or facilitate the
               disposition of the Registrable Securities.



                                       12

          iv   No Disposition of Registable Securities. Each Holder agrees that,
               upon receipt of any notice from  Compu-DAWN  of the  happening of
               any  event of the  kind  described  in  Sections  5.1(a)(vii)  or
               5.1(a)(viii),    such   Holder   will   immediately   discontinue
               disposition   of   Registrable   Securities   pursuant   to   the
               Registration  Statement  covering the resale of such  Registrable
               Securities  until  such  Holder's  receipt  of the  copies of the
               supplemented  or  amended  prospectus  contemplated  by  Sections
               5.1(a)(vii)  or  5.1(a)(viii)  and, if so directed by Compu-DAWN,
               each Holder shall  deliver to  Compu-DAWN or destroy (and deliver
               to Compu-DAWN a certificate  of  destruction)  all copies in such
               Holder's  possession,  of the  prospectus  covering  such  Common
               Shares current at the time of receipt of such notice.

          v.   Method  of  Underwritten   Distribution.   Each  Holder  may  not
               participate in any underwritten distribution of the Common Shares
               unless  such  Holder (A) agrees to sell the Common  Shares on the
               basis  provided  in any  underwriting  arrangements  in usual and
               customary  form entered into by Compu-DAWN,  (B) completes,  in a
               manner  reasonably  acceptable  to  Compu-DAWN,  and executes all
               questionnaires,  powers of  attorney,  indemnities,  underwriting
               agreements  and other  documents  reasonably  required  under the
               terms of such  underwriting  arrangements,  and (C) agrees to pay
               its pro rata share of all underwriting  discounts and commissions
               and any  expenses  in  excess  of  those  payable  by  Compu-DAWN
               pursuant to Section 5.1(c) below.

               (c) Expenses of Registration. All reasonable expenses, other than
          underwriting  discounts and  commissions,  incurred in connection with
          registrations,   filings  or  qualifications,   relating  to  two  (2)
          Registration  Statements  pursuant  to Section  5.1,  except that if a
          portion of ATS  Shares are not  permitted  to be  included  in two (2)
          Registration  Statements  by an  underwriter  as  provided  in Section
          5.1(a)(i),   then  relating  to  the  least  number  of   Registration
          Statements  which  will  cover  the  resale  of  all  the  Registrable
          Securities,  including all  registration,  listing and  qualifications
          fees,  printers and  accounting  fees, the fees and  disbursements  of
          counsel for Compu-DAWN hereof, shall be borne by Compu-DAWN.

               (d) Indemnification.  In the event any Registrable Securities are
          included for resale in a Registration Statement under this Agreement:

          i.   Compu-DAWN  Indemnification.  To the  extent  permitted  by  law,
               Compu-  DAWN will  indemnify,  hold  harmless  and defend (A) the
               Holder  and  (B) the  directors,   officers,  partners,  members,
               employees, agents and each person who controls any non-individual
               holder within the meaning of Section 15 of the  Securities Act or
               Section 20 of the Exchange Act, if any,  (each,  an  "Indemnified
               Person"),  against any joint or several losses, claims,  damages,
               liabilities  or expenses  (collectively,  together  with actions,
               proceedings  or inquiries by any  regulatory  or  self-regulatory
               organization, whether


                                       13

               commenced or threatened,  in respect thereof,  "Claims") to which
               any of them may become  subject  insofar as such Claims arise out
               of or are based upon: (A) any untrue  statement or alleged untrue
               statement of a material fact in a  Registration  Statement or the
               omission  or alleged  omission to state  therein a material  fact
               required to be stated or necessary to make the statements therein
               not  misleading,  (B) any  untrue  statement  or  alleged  untrue
               statement  of  a  material  fact  contained  in  any  preliminary
               prospectus  if  used  prior  to  the   effective   date  of  such
               Registration  Statement, or contained in the final prospectus (as
               amended  or  supplemented,  if  Compu-DAWN  files  any  amendment
               thereof or  supplement  thereto  with the SEC) or the omission or
               alleged  omission to state therein any material fact necessary to
               make the statements made therein,  in light of the  circumstances
               under which the statements therein were made, not misleading,  or
               (C) any  violation  or alleged  violation  by  Compu-DAWN  of the
               Securities Act, the Exchange Act, any other applicable securities
               law, including,  without limitation, any state securities law, or
               any rule or regulation  thereunder  relating to the offer or sale
               of the Common  Shares (the matters in the  foregoing  clauses (A)
               through (C) being,  collectively,  "Violations").  Subject to the
               restrictions set forth in Section 5.1(d)(iii) with respect to the
               number of legal counsel,  Compu-DAWN  shall  reimburse the Holder
               and each other Indemnified Person,  promptly as such expenses are
               incurred and are due and payable,  for any reasonable  legal fees
               or other reasonable  expenses incurred by them in connection with
               investigating  or  defending  any  such  Claim.   Notwithstanding
               anything to the contrary  contained herein,  the  indemnification
               agreement  contained  in this  Section  5.1(d)(i):  (A) shall not
               apply to a Claim  arising out of or based upon a Violation  which
               occurs  in  reliance  upon  and in  conformity  with  information
               furnished in writing to  Compu-DAWN  by such  Indemnified  Person
               expressly  for  use in the  Registration  Statement  or any  such
               amendment thereof or supplement  thereto;  (B) shall not apply to
               amounts paid in  settlement  of any Claim if such  settlement  is
               effected without the prior written consent of Compu-DAWN; and (C)
               with respect to any  preliminary  prospectus,  shall not inure to
               the benefit of any Indemnified  Person if the untrue statement or
               omission of material fact contained in the preliminary prospectus
               was  corrected  on a  timely  basis  in the  prospectus,  as then
               amended or supplemented,  if such corrected prospectus was timely
               made  available  by  Compu-DAWN  pursuant  to  Section  5.1(a)(v)
               hereof,  and the  Indemnified  Person  was  promptly  advised  in
               writing  not to use the  incorrect  prospectus  prior  to the use
               giving  rise  to  a  Violation  and  such   Indemnified   Person,
               notwithstanding such advice, used it. Such indemnity shall remain
               in full force and effect regardless of any investigation  made by
               or on behalf of the  Indemnified  Person  and shall  survive  the
               transfer of the Registrable Securities by the Holder.



                                       14

          ii.  Holder's  Indemnification.  In connection  with any  Registration
               Statement  in which the  Holder  is  participating,  each  Holder
               agrees to indemnify, hold harmless and defend, to the same extent
               and  in  the  same   manner  set  forth  in  Section   5.1(d)(i),
               Compu-DAWN, each of its directors, each of its officers who signs
               the  Registration  Statement,  its  employees,  agents  and  each
               person,  if any,  who controls  Compu-DAWN  within the meaning of
               Section 15 of the  Securities  Act or Section 20 of the  Exchange
               Act, and any other stockholder selling securities pursuant to the
               Registration Statement or any of its directors or officers or any
               person who controls  such  stockholder  within the meaning of the
               Securities  Act or the  Exchange Act  (collectively  and together
               with an Indemnified Person, an "Indemnified Party"),  against any
               Claim  to  which  any of  them  may  become  subject,  under  the
               Securities  Act, the Exchange Act or  otherwise,  insofar as such
               Claim arises out of or is based upon any Violation,  in each case
               to the extent (and only to the extent) that such Violation occurs
               in  reliance  upon and in  conformity  with  written  information
               furnished  to Compu-  DAWN by such  Holder  expressly  for use in
               connection  with such  Registration  Statement,  and  subject  to
               Section  5.1(d)(iii),  such  Holder will  reimburse  any legal or
               other  expenses  (promptly as such  expenses are incurred and are
               due and payable)  reasonably  incurred by them in connection with
               investigating  or defending  any such Claim;  provided,  however,
               that the indemnity agreement contained in this Section 5.1(d)(ii)
               shall not apply to  amounts  paid in  settlement  of any Claim if
               such settlement is effected  without the prior written consent of
               such Holder,  which consent shall not be  unreasonably  withheld.
               Such indemnity  shall remain in full force and effect  regardless
               of any  investigation  made by or on behalf  of such  Indemnified
               Party  and  shall   survive  the  transfer  of  the   Registrable
               Securities by such Holder.

          iii. Procedure.  Promptly  after receipt by an  Indemnified  Person or
               Indemnified  Party  under  this  Section  5.1(d) of notice of the
               commencement of any action  (including any governmental  action),
               such Indemnified Person or Indemnified Party shall, if a Claim in
               respect thereof is to made against any  indemnifying  party under
               this Section 5.1(d),  deliver to the indemnifying party a written
               notice of the commencement  thereof,  and the indemnifying  party
               shall have the right to  participate  in,  and, to the extent the
               indemnifying  party so desires,  to assume control of the defense
               thereof with counsel  mutually  satisfactory to the  indemnifying
               party and the Indemnified Person or the Indemnified Party, as the
               case may be;  provided,  however,  that such  indemnifying  party
               shall not be entitled to assume such  defense and an  Indemnified
               Person or  Indemnified  Party  shall have the right to retain its
               own counsel with the  reasonable  fees and expenses to be paid by
               the indemnifying  party, if, in the reasonable opinion of counsel
               retained by the indemnifying  party, the  representation  by such
               counsel of the  Indemnified  Person or Indemnified  Party and the
               indemnifying  party  would  be  inappropriate  due to  actual  or
               potential conflicts of interest between


                                       15

               such Indemnified  Person or Indemnified Party and any other party
               represented  by such counsel in such  proceeding or the actual or
               potential  defendants  in, or targets of, any such action include
               both the  Indemnified  Person  or the  Indemnified  Party and the
               indemnifying party and any such Indemnified Person or Indemnified
               Party  reasonably  determines  that  there may be legal  defenses
               available to such Indemnified  Person or Indemnified  Party which
               are  different  from or in  addition to those  available  to such
               indemnifying party. The indemnifying party shall pay for only one
               separate  legal  counsel  for  the  Indemnified  Persons  or  the
               Indemnified Parties, as applicable,  and such legal counsel shall
               be selected  by such  Holder,  if such Holder or any  Indemnified
               Person  is  entitled   to   indemnification   hereunder,   or  by
               Compu-DAWN,  if Compu-DAWN or an Indemnified Party is entitled to
               indemnification  hereunder, as applicable. The failure to deliver
               written notice to the indemnifying party within a reasonable time
               of the  commencement  of any such action  shall not relieve  such
               indemnifying  party of any liability to the Indemnified Person or
               Indemnified Party under this Section 5.1(d), except to the extent
               that the indemnifying party is actually prejudiced in its ability
               to defend  such  action.  The  indemnification  required  by this
               Section  5.1(d) shall be made by periodic  payments of the amount
               thereof  during the course of the  investigation  or defense,  as
               such  expense,  loss,  damage or liability is incurred and is due
               and payable.

               (e)  Contribution.  To  the  extent  any  indemnification  by  an
          indemnifying  party is prohibited or limited by law, the  indemnifying
          party  agrees to make the  maximum  contribution  with  respect to any
          amounts for which it would otherwise be liable under Section 5.1(d) to
          the  fullest  extent  permitted  by law;  provided,  however,  that no
          contribution shall be made under  circumstances where the indemnifying
          party would not have been liable for  indemnification  under the fault
          standards set forth in Section 5.1(d).

               (f) Exemption from Registration. The provisions of Section 5.1(a)
          through (e)  notwithstanding,  Compu-DAWN  shall have no obligation to
          register  the  resale of the  Common  Shares to the  extent the Common
          Shares may be resold without  registration without violating Section 5
          of the Securities Act pursuant to Rule 144  promulgated  thereunder or
          any  other  exemption  or  exception  from   registration   under  the
          Securities Act.



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