AMENDMENTS TO ASSET PURCHASE AGREEMENT

                                December 22, 1999

The following  amendments dated December 22, 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, September 26, 1999 and November 23, 1999.

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SECTION              AMENDMENT

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1.   2.3.1          The sentence  which was added at the end of Section 2.3.1 in
                    the Amendment to Asset Purchase Agreement dated November 23,
                    1999, paragraph 3, which read: "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
                    liability set forth on Schedule 3.9.", is amended to read in
                    its  entirety as follows:  "Additionally,  the  Purchaser or
                    Compu-  DAWN shall pay  Seller an amount  equal to the total
                    tax liability  amount  finally  negotiated by Seller and the
                    taxing  authorities  set forth on  Schedule  3.9,  but in no
                    event  shall  such  amount  exceed  the total tax  liability
                    amount set forth on Schedule 3.9 plus $10,000 (collectively,
                    the "Cash Purchase Price"),  which proceeds shall be used by
                    the  Seller  only  and   specifically  to  satisfy  the  tax
                    liabilities    finally    negotiated    with   such   taxing
                    authorities."

2. Section 2.3.2(b) The  following  sentence is added to Section  2.3.2(b):  The
                    persons   listed  on   Schedule   2.3.2(a)(i)   may  deliver
                    subscription  agreements  to Compu- DAWN up to the fifteenth
                    day  following  the Closing  (which  shall occur on the date
                    hereof). A determination as to who the accepted  subscribers
                    will be, shall be made by Compu-DAWN up to that time.

3. Section 2.3.2(c) Section  2.3.2(c),  which  was added by  paragraph  5 of the
                    Amendments to Asset  Purchase  Agreement  dated November 23,
                    1999,  is amended to read in its  entirety as  follows:  The
                    Cash Purchase Price shall be delivered to the Seller at such
                    time as the tax  liabilities to the taxing  authorities  set
                    forth on  Schedule  3.9 as finally  negotiated  between  the
                    Seller and such taxing  authorities  become  absolutely  due
                    pursuant to agreements  reached  between the Seller and each
                    of such  taxing  authority,  but in no  event  prior  to the
                    Closing.

All other terms of the Asset  Purchase  Agreement  as amended on  September  24,
1999, September 26, 1999 and November 23, 1999 shall remain and continue in full
force and effect as amended hereby.


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         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., INC.

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

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

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


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