AGREEMENT


     THIS AGREEMENT is made and entered into this 4th day of February,  1999, by
and between COMPU-DAWN,  INC., hereinafter referred to as "Compu-Dawn," and BOCA
RESEARCH, INC., hereinafter referred to as "BRI."

     W I T N E S S E T H : WHEREAS, e-TV COMMERCE, INC. ("e-TV"), a wholly owned
subsidiary  and assignee of  Compu-Dawn,  has acquired the  operating  and other
assets of  LocalNet  Communications,  Inc.  ("LocalNet")  pursuant to a peaceful
surrender  Agreement in  satisfaction  of a portion of the principal of a senior
secured loan to LocalNet; and

     WHEREAS,  Compu-Dawn and e-TV, in order to develop and operate its business
with the assets  acquired  from  LocalNet,  desires  to  commence  and  continue
commerce with BRI and to obtain  exclusivity rights being the same as that which
BRI heretofore provided LocalNet,  subject to Compu-Dawn and/or e-TV maintaining
an exclusive source of supply of its set top box products from BRI.

     NOW, THEREFORE, in consideration for BRI extending the exclusivity terms as
described in this  Agreement,  BRI's agreeing to continue to commence and engage
in commerce with Compu-Dawn and e-TV and other good and valuable  consideration,
the  adequacy  of which is hereby  acknowledged,  the  parties  hereby  agree as
follows:

     1.  Compu-Dawn  shall,  within  five  (5) days  following  the date of this
Agreement,  issue  to BRI,  at no cost to BRI,  fully  paid-up  common  stock in
Compu-Dawn in two (2)  tranches,  the terms  relative to each being  hereinafter
described:

          A. 91,363 shares (the "Tranche 1 Shares")

          B. 26,087  shares (the  "Tranche 2 Shares")  valued at $5.75 per share
     (the "Tranche 2 Shares Price").

          C.  Compu-Dawn  shall retain a call on all shares  issued  pursuant to
     both tranches at a price equal to $5.00 per share for the Tranche 1 Shares,
     and the Tranche 2 Shares Price for the Tranche 2 Shares; provided that such
     call may only be exercised in its entirety as to all shares held by BRI.

     2.  Tranche 1 Shares  Terms and  Conditions.  All Tranche 1 Shares shall be
unregistered  stock  and  may  only  be  publicly  sold  pursuant  to  Rule  144
promulgated  under the Securities Act of 1933, as amended (the "Securities Act")
or pursuant to an effective, current registration statement under the Securities
Act.  BRI shall be granted  piggyback  registration  rights with  respect to the
Tranche 1 Shares as set forth in Section 9. Compu-Dawn shall at all times retain
a call on such  Tranche 1 Shares  held by BRI prior to their  public sale on the
open market at a price equal to $5.00 per share.  Upon the expiration of one (1)
year from the date of




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this  Agreement,  BRI  shall  be  entitled  to  sell  such  shares  as it  deems
appropriate in the open market, pursuant to Rule 144.

     Notwithstanding  the  foregoing,  BRI agrees that at such time as BRI shall
have  obtained net  proceeds  from the sale of any Tranche 1 Shares in an amount
equal to $456,814.17,  BRI shall provide Compu-Dawn written notice thereof,  and
ten (10) days after providing such notice (the "Election Notice Period"), either
(I) shall  endorse  over and deliver to  Compu-Dawn  remaining  Tranche 1 Shares
which BRI shall  possess,  or (ii) if Compu-Dawn  elects in writing prior to the
expiration of the Election Notice Period, BRI shall continue to sell the Tranche
1 Shares  publicly  and  deliver  the net  proceeds  from such sale  above  such
$456,814.17 to Compu-Dawn.

     3.  Tranche 2 Shares  Terms and  Conditions.  All Tranche 2 Shares shall be
unregistered  and may be  publicly  sold  pursuant to Rule 144 or pursuant to an
effective,  current  registration  statement.  Compu-Dawn  shall,  at all times,
provide BRI with full piggyback  registration rights with respect to the Tranche
2 Shares as set forth in Section 9.

     4. Exclusivity. Provided that LocalNet Communications, Inc. shall execute a
full  release and consent in form as attached  hereto as Exhibit "A," BRI hereby
agrees  not to  manufacture  the set top box  product  (the  "Product")  for any
multilevel  marketing  company  which is engaged  primarily  in the  business of
reselling  local  and/or long  distance  telephone  services or Internet  access
services upon the following terms and conditions:

          (a) Exclusivity shall not apply to BRI's sale of approximately  40,000
     units of the Product on a one-time  basis to a competitor of Compu-Dawn set
     forth on Schedule  4(a)  attached  hereto,  provided  that such  Product is
     without Citrix-type enhancements which make the Product network capable.

          (b) The Exclusivity shall be conditioned upon Compu-Dawn  ordering and
     accepting  delivery  from BRI of no fewer than 36,000  units of the Product
     during the first twelve (12) months  following the date of this  Agreement,
     of which at least 8,000 of said units must be ordered and delivery accepted
     within the first six (6) months of this Agreement.

          (c) During the second  twelve (12) months  following  the execution of
     this Agreement,  such Exclusivity shall continue,  provided that Compu-Dawn
     shall have ordered and  accepted  delivery of no fewer than 80,000 units of
     Product from BRI,  with such units being  ordered and delivery  accepted at
     the rate of 20,000 units per quarter; provided,  however, that in the event
     Compu-Dawn  shall  fail  to meet  such  minimum  20,000  unit  per  quarter
     commitment,  Compu-Dawn shall have the right to cure such deficiency during
     the immediate next quarter.

          (d)  The   Exclusivity   shall  terminate  upon  the  earlier  of  (a)
     Compu-Dawn's  failure to meet its  commitment as set forth above as well as
     all of its obligations to BRI (including  payments) as provided for in this
     Agreement, or (b) two (2) years from the date of this Agreement.



<PAGE>



          (e) Provided that Exclusivity shall remain in effect at the expiration
     of two (2) years  from the date of this  Agreement,  the  parties  agree to
     negotiate in good faith for the  extension of the  Exclusivity,  subject to
     the parties' mutual agreement as to acceptable  minimum volume  commitments
     by Compu-Dawn, considering then prevailing market conditions.

     5. Legend. The Certificate(s)  representing  Tranche 1 Shares and Tranche 2
Shares  (collectively  the "Common  Shares") shall bear a legend that the Common
Shares are subject to this  Agreement in a form  acceptable  to  Compu-Dawn,  in
addition to any other legends thereon.



     6. Release.  BRI hereby  releases and forever  discharges  Compu-Dawn,  its
parent, subsidiaries (including,  without limitation, e.TV), affiliates, related
companies,  stockholders,  directors,  officers,  employees,  agents, attorneys,
successors,  and assigns  (collectively,  the "Compu-Dawn  Releasees")  from all
liabilities,  actions, causes of action, suits, claims, debt damages and demands
whatsoever,  whether known or unknown, at law or in equity, whether statutory or
common law,  whether  federal,  state,  local,  or otherwise,  which against the
Compu- Dawn  Releasees,  BRI, its  successors  and assigns ever had, now have or
hereafter can, shall or may, have for, upon, or by reason of, or arising out of,
its  relationship  with  LocalNet  or in  connection  with,  or related  to, the
Peaceful Surrender  Agreement,  at any time up to and including the date hereof,
excluding, however, Compu-Dawn's obligation for the guarantee of any payments to
BRI owed by LocalNet which were expressly guaranteed by Compu-Dawn.

     7. BRI Representations and Warranties.  BRI, hereby represents and warrants
to Compu-Dawn:

          (a) Status. It is a corporation duly authorized,  validly existing and
     in good standing  under the laws of its state of  incorporation  and it has
     qualified  to  do  business  as  a  foreign  limited   partnership  in  the
     jurisdictions, if any, outside of such state, in which it does business and
     is required to so qualify;

          (b) Performance.  It has full corporate power and authority to execute
     and deliver this  Agreement and to perform the duties and  responsibilities
     contemplated hereby;

          (c)  Authorization.  The execution,  delivery and  performance of this
     Agreement has been duly  authorized by its directors and no other corporate
     approvals are necessary;

          (d) No Conflict of  Violation.  that  neither  the  execution  of this
     Agreement  nor  performance  hereunder  will (i) violate,  conflict with or
     result in a breach of any  provisions  of, or  constitute  a default (or an
     event  which,  with  notice or lapse of time or both,  would  constitute  a
     default)  under  the  terms,   conditions  or  provisions  of  its  limited
     partnership  agreement or any  contract,  agreement or other  instrument or
     obligation  to which it is a party,  or by which it may be  bound,  or (ii)
     violate any order, judgment, writ, injunction or decree applicable to it.




<PAGE>



          (e)  Investment  Representations.  With respect to the issuance of the
     Common Shares:

                           i) BRI represents and warrants that the common Shares
                  are  being  acquired  for  its  own  account,  for  investment
                  purposes and not with a view to any distribution. BRI will not
                  sell,  assign,  mortgage,  pledge,  hypothecate,  transfer  or
                  otherwise  dispose  of any of the common  Shares  unless (A) a
                  registration  statement under the Securities Act, with respect
                  thereto is in effect and the prospectus included therein meets
                  the  requirements  of Section 10 of the Securities Act, or (B)
                  Compu-Dawn has received a written opinion of its counsel that,
                  after an investigation of the relevant facts,  such counsel is
                  of the opinion that such proposed sale, assignment,  mortgage,
                  pledge,  hypothecation,   transfer  or  disposition  does  not
                  require registration under the Securities Act.

                           (ii) BRI represents and warrants  further that (A) it
                  is either an "accredited investor," as such term is defined in
                  Rule 501(a)  promulgated  under the Securities Act, or, either
                  alone or with its purchaser representative, has such knowledge
                  and  experience in financial  and business  matters that it is
                  capable of evaluating the merits and risks of the  acquisition
                  of the  Common  Shares;  (B) it is able to bear  the  economic
                  risks  of an  investment  in  the  Common  Shares,  including,
                  without limitation, the risk of the loss of part or all of its
                  investment  and the  inability  to sell or transfer the Common
                  Shares for an indefinite  period of time;  (C) it has adequate
                  financial   means  of   providing   for   current   needs  and
                  contingencies  and has no need for liquidity in its investment
                  in the  Common  Shares;  and (D) it does not  have an  overall
                  commitment  to  investments  which are not readily  marketable
                  that is excessive in proportion to net worth and an investment
                  in the Common Shares will not cause such overall commitment to
                  become excessive.

                           (iii)  BRI has  obtained  and  reviewed  Compu-Dawn's
                  reports  filed under the  Securities  Exchange Act of 1934, as
                  amended,  (the "Exchange Act") including,  without limitation,
                  Compu-Dawn's  Annual  Report on Form 10-KSB for the year ended
                  December 31, 1997,  Quarterly Reports,  on Form 10-QSB for the
                  periods  ended March 31, June 30, and  September  30, 1998 and
                  Current  Reports on Form 8-K for events  dated April 22, April
                  23, June 8,  September 1,  September 25, and November 18, 1998
                  and  has  been  afforded  the   opportunity   to  obtain  such
                  information  with regard to the Compu-Dawn it has requested to
                  evaluate  the  merits  and  risks of BRI's  investment  in the
                  Common Shares.

          (f) BRI acknowledges  that a restrictive  legend will be placed on any
     instrument,  certificate or other document evidencing the Common Shares in,
     or substantially in, the following form:



<PAGE>




                  "The securities  represented by this certificate have not been
                  registered  under  the  Securities  Act of 1933 and may not be
                  sold, transferred, pledged, hypothecated or otherwise disposed
                  of in the absence of (i) an effective  registration  statement
                  for  such  securities  under  said act or (ii) an  opinion  of
                  Company counsel that such registration is not required."

          (g)  BRI  acknowledges  that  Compu-Dawn  will  be  relying  upon  the
     foregoing  with regard to the issuance of the Common  Shares to BRI and any
     subsequent  transfer  of the  Common  Shares  by BRI and  agrees  to advise
     Compu-Dawn in writing in the event of any change in any of the foregoing.

     8. Compu-Dawn Representations and Warranties.  Compu-Dawn hereby represents
and warrants to BRI:

          (a) Status. It is a corporation duly organized validly existing and in
     good standing under the laws of the state of its  incorporation  and it has
     qualified to do business as a foreign corporation in the jurisdictions,  if
     any, outside of such state, in which it does business and is required to so
     qualify;

          (b) Performance.  It has full corporate power and authority to execute
     and deliver this  Agreement and to perform the duties and  responsibilities
     contemplated hereby;

          (c)  Authority.  The  execution,  delivery  and  performance  of  this
     Agreement  has been duly  authorized by its Board of Directors and no other
     corporate approvals are necessary;

          (d)  No  Conflict  Violation.  That  neither  the  execution  of  this
     Agreement  nor  performance  hereunder  will (i) violate,  conflict with or
     result in a breach of any  provisions  of, or  constitute  a default (or an
     event  which,  with  notice or lapse of time or both,  would  constitute  a
     default)  under the terms,  conditions or provisions of its  Certificate of
     Incorporation or By-Laws or any contract,  agreement or other instrument or
     obligation  to which it is a party,  or by which it may be  bound,  or (ii)
     violate any order, judgment, writ, injunction or decree applicable to it.

          (e) Issuance of Common  Shares.  Upon issuance of the Common Shares as
     provided  herein,  such Common  Shares  shall be duly  authorized,  validly
     issued, fully paid and non-assessable Common Shares of Compu-Dawn.

     9. Piggy-back Registration Rights

          (a) Compu-Dawn Obligations.

               (i)  Registration.   If  at  any  time  after  the  date   hereof
                    Compu-Dawn  shall  file  with the  Securities  and  Exchange
                    Commission (the "SEC")



<PAGE>



                  a registration  statement (a "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 BRI written notice of such determination and, if
                  within  fifteen (15) days after the date of such  notice,  BRI
                  shall so request in writing,  Compu-Dawn shall include in such
                  Registration  Statement  all or any part of the Common  Shares
                  BRI 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 of Common Shares which may be included in the  Registration
                  Statement 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 Registration  Statement only such
                  limited  portion  of  the  as  the  underwriter  shall  permit
                  (limited to zero if  necessary).  If an offering in connection
                  with which is  entitled  to  registration  under this  Section
                  9(a)(i) is an underwritten  offering,  then BRI shall,  unless
                  otherwise  agreed by  Compu-Dawn,  offer and sell such  Common
                  Shares in an underwritten  offering using the same underwriter
                  or  underwriters  and,  subject  to  the  provisions  of  this
                  Agreement,  on the same terms and  conditions  as other Common
                  Shares 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  ARegistration  Period@),  except during any
                  Disclosure  Delay  Period (as  defined in Section  9(a)(iii)),
                  and,  during such period,  comply with the  provisions  of the
                  Securities  Act with respect to the  disposition of all Common
                  Shares covered by the  Registration  Statement until such time
                  as  all  of  such  Common  Shares  have  been  disposed  of in
                  accordance  with the intended  methods of  disposition  by BRI
                  thereof as set forth in the Registration Statement.

                           (iii) Disclosure Delay Period.  If, at any time prior
                  to the  expiration  of the  Registration  Period,  in the good
                  faith reasonable  judgment of Compu-Dawn's Board of Directors,
                  the  disposition  of Common Shares 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



<PAGE>



                  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  9(a)(iv)
                  hereof,  up to ninety  (90)  calendar  days  after the date on
                  which  Compu-Dawn  provides  a  notice  to BRI  under  Section
                  9(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 BRI of each  Disclosure
                  Delay  Period.  BRI agrees  that,  upon receipt of such notice
                  prior to BRI's  disposition  of all such  Common  Shares  will
                  forthwith  discontinue   disposition  of  such  Common  Shares
                  pursuant to the Registration  Statement,  and will not deliver
                  any prospectus  forming a part thereof in connection  with any
                  sale  of such  Common  Shares  until  the  expiration  of such
                  Disclosure  Delay  Period.  Notwithstanding  anything  in this
                  Section  9 to the  contrary,  there  shall not be more than an
                  aggregate  of One Hundred  Eighty (180)  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 BRI if its Common  Shares are  included  for
                  resale in the  Registration  Statement (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 BRI and/or the Common Shares  (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 BRI may  reasonably  request in
                  order to facilitate  the  disposition  of the Common Shares by
                  BRI.




<PAGE>



                           (vi) Blue Sky.  Compu-Dawn shall use its best efforts
                  to (A) register and qualify the Common  Shares  covered by the
                  Registration  Statement  under such other  securities or "blue
                  sky" laws of such  jurisdictions  in the United  States as BRI
                  reasonably   requests,   (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 Common Shares
                  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  9(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  BRI 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 BRI 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 9(vii), notify BRI 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 BRI as BRI may reasonably request).

                           (ix) Review by BRI's Counsel. Compu-Dawn shall permit
                  a single  firm of  counsel  designated  by BRI to  review  the
                  Registration  Statement  and all  amendments  and  supplements
                  thereto a reasonable period of time prior to their filing with
                  the SEC.




<PAGE>



                           (x)   BRI's   Due   Diligence;   Confidentiality   of
                  Compu-Dawn  Information.  Compu-Dawn  shall make available for
                  inspection  by (A) BRI, (B) one firm of attorneys and one firm
                  of accountants or other agents retained by BRI  (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 BRI 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 BRI) 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 Section9(a)(x).  BRI 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 BRI's  ability to sell Common  Shares
                  in a manner which is otherwise consistent with applicable laws
                  and regulations.

                           (xi)  Confidentiality of BRI Information.  Compu-Dawn
                  shall  hold in  confidence  and not  make  any  disclosure  of
                  information  concerning BRI 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
                  available to the public other than by  disclosure in violation
                  of this or any other  agreement,  or (E) BRI  consents  to the
                  form and  content of any such  disclosure.  Compu-Dawn  agrees
                  that  it  shall,   upon  learning  that   disclosure  of  such
                  information  concerning  BRI is  sought  in or by a  court  or
                  governmental body of competent jurisdiction



<PAGE>



                  or through  other  means,  give prompt  notice to BRI prior to
                  making  such  disclosure,  and allow BRI, 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 BRI. In connection with a registration of the
          Common Shares BRI shall have the following obligations:

                           (i)  BRI   Information.   It  shall  be  a  condition
                  precedent to the  obligations  of  Compu-Dawn  to complete the
                  registration  pursuant to Section 9 that BRI shall  furnish to
                  Compu-Dawn  such  information  regarding  itself,  the  Common
                  Shares 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 BRI of the information Compu-Dawn requires from BRI.

                           (ii)  Cooperation.  BRI,  agrees  to  cooperate  with
                  Compu-Dawn as requested by  Compu-Dawn in connection  with the
                  preparation   and   filing  of  the   Registration   Statement
                  hereunder,  unless  BRI does  not  include  any of the  Common
                  Shares in the Registration Statement.

                           (iii)  Underwritten   Offering.   In  the  event  BRI
                  determines  to engage  the  services  of an  underwriter,  BRI
                  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 Common Shares.

                           (iv) No  Disposition  of Common  Shares.  BRI  agrees
                  that,  upon  receipt  of any  notice  from  Compu-Dawn  of the
                  happening  of any  event of the  kind  described  in  Sections
                  9(a)(vii)  or  9(a)(viii),  BRI will  immediately  discontinue
                  disposition  of Common  Shares  pursuant  to the  Registration
                  Statement  covering the resale of such Registrable  Securities
                  until  BRI's  receipt  of the  copies of the  supplemented  or
                  amended prospectus



<PAGE>



                  contemplated  by Sections  9(a)(vii) or 9(a)(viii)  and, if so
                  directed by  Compu-Dawn,  BRI shall  deliver to  Compu-Dawn or
                  destroy  (and  deliver  to   Compu-Dawn   a   certificate   of
                  destruction) all copies in BRI's possession, of the prospectus
                  covering such Common Shares  current at the time of receipt of
                  such notice.

                           (v) Method of Underwritten Distribution.  BRI may not
                  participate  in any  underwritten  distribution  of the Common
                  Shares  unless BRI (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 9(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  one  (1)
          Registration Statement pursuant to Section 9, except that if a portion
          of BRI Shares are not permitted to be included in one (1) Registration
          Statement  by an  underwriter  as  provided in Section  9(a)(i),  then
          relating to the least  number of  Registration  Statements  which will
          cover the resale of all the Common Shares, 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 Common Shares 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) BRI and (B)  the  directors,  officers,  partners,
                  members,  employees,  agents and each person who  controls BRI
                  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 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



<PAGE>



                  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  9(d)(iii)  with respect to
                  the number of legal counsel,  Compu-Dawn  shall  reimburse BRI
                  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 9(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  9(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 Common Shares by BRI. Notwithstanding anything
                  to  the  contrary   contained  herein,   the   indemnification
                  agreement  contained in this  Section  9(d)(i) with respect to
                  any preliminary  prospectus  shall not inure to the benefit of
                  any Indemnified  Party 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,  and the Indemnified  Party failed to utilize
                  such corrected prospectus.




<PAGE>



                           (ii)  BRI  Indemnification.  In  connection  with any
                  Registration  Statement  in which  BRI is  participating,  BRI
                  agrees to  indemnify,  hold  harmless and defend,  to the same
                  extent and in the same  manner  set forth in Section  9(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
                  BRI  expressly for use in  connection  with such  Registration
                  Statement,   and  subject  to  Section  9(d)(iii),   BRI  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  9(d)(ii) shall not apply
                  to amounts paid in settlement of any Claim if such  settlement
                  is effected  without the prior written  consent of BRI,  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 Common Shares by BRI.

                           (iii) Promptly after receipt by an Indemnified Person
                  or Indemnified  Party under this Section 9(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  9(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



<PAGE>



                  conflicts  of  interest  between  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 BRI, if BRI 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 9(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  9(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 9(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 9(d).

               (f) Exemption from  Registration.  The provisions of Section 9(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.

          10. Third Party  Beneficiary.  It is agreed that e.TV is a third party
     beneficiary  of this Agreement and may enforce any of  Compu-Dawn's  rights
     hereunder.

          11. Successors and Assigns. All terms and provisions of this Agreement
     shall be binding upon and shall inure to the benefit of the parties  hereto
     and  their  respective  legal  representatives,   successors  and  assigns,
     provided  however,  BRI may not assign  this  Agreement  without  the prior
     written consent of Compu-Dawn.



<PAGE>




          12. Notices. Any notice,  delivery or other communication  required or
     permitted hereunder shall be deemed to have been duly made or given for all
     purposes when in writing and  delivered by hand or sent by certified  mail,
     return receipt requested, postage prepaid,  telecopier,  overnight mail, or
     nationally recognized overnight courier, addressed as follows:

                  If to Compu-Dawn:

                  77 Spruce Street
                  Cedarhurst, New York  11516
                  Attention: Mark Honigsfeld, Chief Executive Officer
                  Telecopier Number:  (516) 374-9410

                  with a copy to:

                  Certilman Balin Adler & Hyman, LLP
                  90 Merrick Avenue
                  East Meadow, New York  11554
                  Attention:   Gavin C. Grusd, Esq.
                  Telecopier Number: (516) 296-7111

                  If to BRI:

                  Boca Research, Inc.
                  Attention: Anthony F. Zalenski
                  1377 Clint Moore Road
                  Boca Raton, FL  33487
                  Telecopier Number: (561) 997-6227, ext. 216

                  With a copy to:
                  Spinner, Dittman, Federspiel & Dowling
                  Attn:  Robert W. Federspiel, Esq.
                  501 E. Atlantic Avenue
                  Delray Beach, FL  33487
                  Telecopier Number: (561)276-5489

or such other  address as shall be furnished in writing by any such party in the
manner provided hereby,  and any notice or  communication  given pursuant to the
provisions hereof shall be deemed to have been given as of the date delivered or
so mailed or transmitted.

     13. Governing Law,  Jurisdiction.  The  interpretation  and construction of
this Escrow  Agreement and all matters  relating hereto shall be governed by the
laws of the  State of New York,  excluding  choice  of law  rules  thereof.  Any
federal court in and



<PAGE>



for the Eastern  District of New York and the Supreme  Court of the State of New
York in, and for Nassau County shall have  jurisdiction over any action relating
to this Agreement.

     14.  Severability.  If any provision of this Agreement  shall be held to be
invalid or unenforceable,  such invalidity or unenforceability shall attach only
to such  provision  and only to the extent  such  provision  shall be held to be
invalid  or  unenforceable  and  shall not in any way  affect  the  validity  or
enforceability  of the other  provisions  hereof,  all of which  provisions  are
hereby  declared  severable,  and this Agreement shall be carried out as if such
invalid or unenforceable provision or portion thereof was not embodied herein.

     15. Entire  Agreement.  This Agreement sets forth the entire  agreement and
understanding  of the  parties  in  respect  of the  subject  matter  hereof and
supersedes  all  prior  and   contemporaneous   agreements,   arrangements   and
understandings relating to the subject matter hereof.

     16.  Modification.  This  Agreement  may  be  amended  only  by  a  written
instrument executed by the party sought to be charged.

     17.  Waivers.  No waiver by any party of any  provision of this  Agreement,
whether by conduct or otherwise,  in any one or more instances,  shall be deemed
to be or construed as a further or  continuing  waiver of any such  provision or
any other provision hereof.

     18.  Counterparts.  This Agreement may be executed in counterparts,  all of
which taken together shall constitute one agreement.

     19. Captions.  The section captions used herein are for reference  purposes
only,  and shall not in any way affect the  meaning  or  interpretation  of this
Agreement.

     20.  Facsimile  Signatures.  Signatures  hereon  which are  transmitted  by
facsimile shall be deemed original signatures.

     21. Waiver of Jury Trial.  COMPU-DAWN AND BRI ACKNOWLEDGE THAT THE RIGHT TO
A TRIAL BY JURY IS A  CONSTITUTIONAL  RIGHT,  BUT THAT THE RIGHT MAY BE  WAIVED.
COMPU-DAWN  AND  BRI  EACH  KNOWINGLY,  VOLUNTARILY,   IRREVOCABLY  AND  WITHOUT
COERCION,  WAIVE  ALL  RIGHTS  TO TRIAL BY JURY OF ALL  DISPUTES  BETWEEN  THEM.
NEITHER  COMPU-DAWN NOR BRI SHALL BE DEEMED TO HAVE GIVEN UP THIS WAIVER OF JURY
TRIAL UNLESS THE PARTY  CLAIMING  THAT THIS WAIVER HAS BEEN  RELINQUISHED  HAS A
WRITTEN  INSTRUMENT  SIGNED BY THE OTHER PARTY STATING THAT THIS WAIVER HAS BEEN
GIVEN UP. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO TRIAL BY THE COURT.



<PAGE>




     22. Public Announcement. Compu-Dawn and BRI shall cooperate with each other
on a mutual best efforts  basis to draft a public  announcement  relating to the
transaction contemplated hereby.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.


Witnesses:                                      COMPU-DAWN, INC.

/s/ Gina Shaughnessy                               
---------------------------------               By: /s/ Mark Honigsfeld
                                                   -----------------------------



                                                BOCA RESEARCH, INC.
/s/ Carla Hosterman
---------------------------------              By:/s/ Anthony Zalenski
                                                  ------------------------------
/s/ Roberta L. Bynag
---------------------------------








<PAGE>




                                    EXHIBIT A






                                     CONSENT


     LocalNet  Communications,  Inc.  hereby  acknowledges  and agrees  that all
obligations of Boca Research,  Inc. to refrain from  manufacturing  the products
which were the subject of that certain  Exclusive  Manufacturing  and  Marketing
Agreement  dated March 18, 1998,  between the parties as provided for in Section
1.3 therein and as further modified under the Tripartite  Agreement  between the
parties  dated  October 28, 1998,  are hereby  terminated,  and LocalNet  hereby
consents to the entry by Boca  Research,  Inc. into the attached  Agreement with
Compu-Dawn, Inc., granting such rights of exclusivity as provided for therein.


                                                LOCALNET COMMUNICATIONS, INC.


                                               By: /s/ David Greenspan
                                                  -----------------------



<PAGE>




                                  SCHEDULE 4(a)


                                   Big Planet





<PAGE>