License Agreement

This License Agreement is made and entered into as of the 8th day of March, 2000
(the "Effective Date") by and between MyTurn.com,  Inc. ("Company"),  a Delaware
corporation located at 12735 Gran Bay Parkway North, Building 200, Jacksonville,
FL, 32253 and CNN Interactive, a division of Cable News Network LP, LLP ("CNN"),
a Delaware limited partnership, located at One CNN Center, Atlanta, GA, 30303.

1.       Overview

     During the Term (as  defined  below),  the  parties  will  establish  links
between  Company's  Internet portal site located at  http://www.myturn.com  (the
"Company  Internet  Site")  and a CNN  Internet  site  currently  known  as "CNN
Interactive"  (the "CNN Site").  In connection with such links, CNN will provide
data,  resident on the Company  servers,  that will be sponsored  exclusively by
Company and will  contain CNN Logos (as defined  below).  Such data will contain
CNN news headlines news  summaries,  full stories and links to the CNN Site. The
co-branded news content provided under this Agreement will be promoted to buyers
of  Company's  GEOS-based  sub-$500  computer  (including  56K modem and limited
applications  software)  known as "GlobalPC"  and  distributed  via  mass-market
general  retail  outlets (the  "Device").  CNN will allow Company to use the CNN
name as  further  provided  in this  Agreement  and  branding  to  conduct  such
promotion subject to prior approval of CNN.

2.       Term

     The term of the Agreement will commence from the Effective Date and, unless
earlier terminated pursuant to the terms of this Agreement,  will continue for a
period  the  earlier of one year from the launch of the Device or until June 15,
2001 (the  "Term").  CNN will  commence  providing  CNN content by no later than
April 17, 2000.

3.       Creation and Display of CNN Content

     3.1 CNN will  create  and/or  otherwise  provide  the  content set forth on
Exhibit A attached  hereto and regularly  update all content and other materials
provided by CNN to Company ("CNN Content").  CNN hereby grants Company a limited
non-exclusive  license to use the CNN Content in  accordance  with the terms set
forth herein.  The  Company's  news pages will be designed by Company with CNN's
design input,  and will display the CNN Logo.  Company also will provide one (1)
unit of the Device and/or  emulation  software for CNN's use in connection  with
the  development and testing of the CNN Content.  Company  covenants to maintain
the most updated CNN Content on the Company Internet Site at all times.

     3.2 The  CNN  Content  will  correspond  to the  sections  of the CNN  Site
identified on Exhibit A hereto and incorporated  herein.  Each full story on the
Company Internet Site will include a link to CNN.


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     3.3 Company  must  secure,  maintain  and pay for all  Company's  equipment
tariffs,  telecommunications  service and any related or other charges necessary
for its reception and  distribution of the CNN Content.  Company shall be solely
responsible for maintaining all equipment and access  necessary to access and/or
receive the CNN Content.  In addition,  Company  shall also be  responsible  for
obtaining and complying  with any  necessary  authorizations,  licenses or other
permissions,  if  any,  that  may be  required  of  Company  by any  appropriate
authority.

     3.4 CNN shall publish the CNN Content in a mutually  agreed upon  technical
format and updated in a manner  designed to provide timely news and  information
on a consistent  basis to reflect  breaking  news. CNN Content will be displayed
and hosted by the Company  servers except where  technically  infeasible  (e.g.,
stock quotes), and CNN will maintain and exercise absolute editorial control and
discretion  over the  substance  and  selection of all CNN Content and all other
content of any type  provided by CNN as part of this  Agreement.  CNN shall have
the right in its good faith sole discretion, to withdraw any CNN Content for any
legal or business reason it deems reasonably necessary. At CNN's request Company
shall immediately take action to remove the withdrawn CNN Content. Company shall
have no right,  nor  authorize any entity,  to transmit,  modify,  alter,  edit,
sublicense or otherwise use the CNN Content,  provided to it hereunder.  Company
shall only have the right to archive any CNN Content for nor more than  fourteen
(14) days.  Company  shall  restrict  access to any CNN  Content on the  Company
Internet  Site to users who access the CNN Content  via the Device.  Company may
allow users who are not accessing the Company's  Site via the Device to view CNN
news and information of the type included in the CNN Content with links directly
to the CNN Site.

     3.5  Company  acknowledges  that  the  license  to use the CNN  Content  is
non-exclusive and may appear on third-party sites.  Company further acknowledges
that CNN will be the  exclusive  business,  sports and general news provider for
Company,  and  Company  accordingly  will not  display  or promote  any  content
created,  distributed  or  provided by any of the  entities  listed on Exhibit B
attached  hereto and made part hereof  except that  Company may provide  almanac
content from any other  provider to  supplement  the CNN Content as long as such
content does not reside on the same pages as CNN Content.

     3.6 Subject to the foregoing,  the CNN Content will not contain advertising
placements,  and neither party will sell any advertising for placement on any of
the CNN Content.  Company will not (i) sell any advertising or other  placements
targeted for display  against any of the CNN Content,  or the CNN Site, and (ii)
place or permit  placement  of any material of any kind on, in,  surrounding  or
adjacent the CNN Content except that Company can display  advertising  and other
content on pages that contain  links to the CNN Content and on search pages that
return CNN Content.

4.       Logo Licenses

     4.1 CNN hereby grants  Company a limited  non-exclusive  license to use the
name of CNN and the CNN Interactive service mark (collectively,  the "CNN Logo")
during and in accordance  with the terms hereof.  Such license is granted solely
for the  purpose of  permitting  Company to use the CNN Logo (i) on the  Company
Internet Site as a hypertext  link/navigational  button to the CNN site from the
home pages of the Company Internet Site (the "CNN Internet Link")

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as  further  described  in  Section  4.1(a)  below and (ii) in  connection  with
approved promotional uses as further described in Sections 4.1(b) and (c) below.
Company must obtain the prior approval of CNN for each and every Company use and
reproduction of the CNN Logo, except that Company need not obtain prior approval
to reprint,  rebroadcast  or  retransmit  during the Term any  material  that is
identical  to  previously-approved  material  and  further  except  as set forth
herein.  Company  will not use or  reproduce  the CNN Logo for any  purposes not
expressly set forth herein,  and Company expressly  acknowledges that it may not
use the CNN Logo to promote the Company Internet Site or any Company products or
services other than the Device, except as set forth herein.

                  (a)      The CNN  Internet  Link may not be used in any manner
                           to  provide  viewers  access  to the CNN Site via any
                           caching  (except for performance  reasons),  framing,
                           layering or other techniques that cause  intermediate
                           copying  of the CNN Site  (or  elements  thereof)  or
                           display  of the CNN Site or  portions  thereof in any
                           manner   unintended   by  CNN,   including,   without
                           limitation,   display   of  the  CNN  Site  with  any
                           materials  posted by Company or any party  other than
                           CNN.

                  (b)      Solely  to  promote  the  availability  of  the  news
                           content provided by CNN under this Agreement, Company
                           may  use  the  CNN  Logo  on and in  Company  product
                           packaging and instruction manuals and materials which
                           shall be submitted to CNN for approval  prior to use;
                           television,  radio  and print  advertising;  in-store
                           display material;  and promotional literature for the
                           Device.

     4.2 Company  hereby grants CNN a limited  non-exclusive  license to use the
Company  service mark (the "Company  Logo")  during and in  accordance  with the
terms hereof.  Such license is granted  solely (i) for the purpose of displaying
the Company  Logo on the CNN Content  along with the CNN Logo,  and (ii) placing
the Company Logo on the CNN Content (at CNN's  discretion) as a Company Internet
Link. CNN will not be allowed to use or reproduce the Company Logo for any other
purpose,  including  the  promotion of CNN's  on-line  services or the CNN Site,
without the prior written approval of Company.

     4.3 Each  party's use of the other's  Logo will be limited to the style and
format of such Logos as  provided by such party.  Each party  hereby  grants the
other the right to download the other's  Logo from its Internet  Site for use as
set forth herein.

     4.4 Company represents,  warrants, and agrees that the context in which the
CNN  Logo  is  used  will  not be  derogatory  to or  critical  of the  news  or
entertainment  industries  or of  CNN,  its  parent,  subsidiary  or  affiliated
companies, or any of their respective officers, directors, agents, or employees,
or of any program  produced or distributed  by CNN or its parent,  subsidiary or
affiliated companies, or any of their respective officers, directors, agents, or
employees.

     4.5 Each party hereto warrants that it will maintain no less than the level
of editorial and technical standards shown in the representative samples of such
party's Internet Site provided to the

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other in connection  with this  Agreement.  Each party hereto agrees to use such
Logos only in the form provided by the other party and subject to the conditions
provided herein.

     4.6 Neither party will in any way suggest or imply through use of the other
party's Logo or otherwise that its Internet Site or on-line  service is directly
affiliated with, endorsed by or created in association with the other party.

     4.7 Each  party has paid  and/or  will pay any and all  costs  which it has
incurred  or will  incur as a result  of its usage or  downloading  of the other
party's Logo and any other costs of performance  hereunder and will not hold the
other party responsible for any portion thereof.

     4.8 CNN acknowledges  that the Company Logo is owned by Company and Company
acknowledges  that the CNN Logo is owned by CNN.  Neither party will do anything
inconsistent  with such  ownership  and all uses of the Logos  will inure to the
benefit  of and are on behalf of the  respective  owner of the Logo.  Nothing in
this  Agreement  grants  either party any right,  title or interest in the other
party's Logo other than the limited license set forth herein. Each party further
agrees that it will not attack or assist  others in  attacking  the title of the
Logo of the other party.

     4.9 Other than as expressly authorized herein, each party agrees not to use
any other  trademark or service mark in combination  with the other party's Logo
without the prior written approval of such party.

     4.10 Each party agrees to notify the other party of any unauthorized use of
such party's Logo promptly as it comes to the notifying party's attention.  Each
party will have the sole right and  discretion  to bring  infringement  or other
proceedings involving its own Logo.

5.       Fees

     Company will pay to CNN a total fee of Eight Hundred Seventy-Five  Thousand
Dollars ($875,000.00) for the Term (the "Fee"), payable as follows: Eighty Seven
Thousand Five Hundred  Dollars  ($87,500.00)  upon  execution of this  Agreement
(which  has been  paid as of the  date  hereof)  and the  balance  in  quarterly
payments of One Hundred Ninety Six Thousand  Eight Hundred  Seventy Five Dollars
($196,875.00)  beginning on April 15, 2000 and each payment  thereafter shall be
due and payable ten (10) days  following  the end of the  following  three month
period.  In the event the Agreement is terminated  prior to the end of the Term,
the fee shall be  reduced  on a  pro-rata  basis for the number of days from the
date of  discontinuation  by the  Company  of the use of the  CNN  Logo  and CNN
Content to the expiration of the Term.

6.       General Terms

     6.1  Limitation  of  Liability.  EXCEPT FOR THIRD PARTY  CLAIMS FOR WHICH A
PARTY HERETO IS  INDEMNIFIED  UNDER SECTION 6.13,  UNDER NO  CIRCUMSTANCES  WILL
EITHER  PARTY BE LIABLE TO THE OTHER FOR  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,
SPECIAL  OR  EXEMPLARY  DAMAGES  (EVEN IF  ADVISED  OF THE  POSSIBILITY  OF SUCH
DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF

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REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. WITHOUT LIMITING THE GENERALITY
OF THE  FOREGOING,  UNDER NO  CIRCUMSTANCES  WILL EITHER  PARTY BE LIABLE TO THE
OTHER FOR ANY CLAIM  ARISING OUT OF ANY  DOWNLOADING  OR OTHER USE OF ANY OF THE
CONTENT BY USERS OF EITHER THE SPONSOR INTERNET SITE OR THE CNN INTERNET SITE.

     6.2  Disclaimer.   NEITHER  PARTY  HERETO  MAKES,  AND  EACH  PARTY  HERETO
SPECIFICALLY   DISCLAIMS   AND   AGREES   THAT  THE  OTHER  HAS  NOT  MADE  ANY,
REPRESENTATIONS  OR WARRANTIES,  EXPRESS OR IMPLIED,  REGARDING THE OPERATION OF
SUCH PARTY'S INTERNET SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR  PURPOSE AND IMPLIED  WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF  PERFORMANCE  WITHOUT  LIMITING THE  FOREGOING,  EACH PARTY
ACKNOWLEDGES  THAT THE OTHER'S SITE IS OPERATED ON AN "AS IS" BASIS, AND NEITHER
PARTY MAKES ANY WARRANTY THAT ITS SITE WILL BE ERROR-FREE OR THAT ACCESS THERETO
WILL BE UNITERUPTED.

     6.3  Termination  of Agreement.  This Agreement will expire on the date set
forth in Section 1 hereof. In addition,  the  non-breaching  party may terminate
this Agreement  with written  notice to the breaching  party in the event that a
material  breach of a material term of this  Agreement has not been cured by the
breaching party within thirty (30) days of written notice thereof.  In addition,
CNN may  terminate  this  Agreement (i) on thirty (30) days' notice in the event
that any  third-party  content  provider to CNN  objects to any  activity of CNN
arising out of or related to this Agreement or (ii) upon  twenty-four (24) hours
notice in the event that CNN determines in its sole discretion exercised in good
faith that any pages CNN Content,  as viewed in connection  with the Device,  do
not meet the reasonable standards of CNN; provided, that, CNN shall give Company
notice (via fax, e-mail or phone) of the concerns surrounding the CNN Content on
the Device and Company  shall have a period of three (3)  business  days to cure
such concerns.

     Within sixty (60) days  following  any  termination  or  expiration of this
Agreement,  except for termination  pursuant to Section 6.3(i) or (ii), in which
case  upon   termination  of  this  Agreement,   the  Company  will  discontinue
immediately  all use of the CNN Logo and delete or destroy all CNN  materials in
any medium or format that are within Company's  possession,  custody or control.
Upon any  termination  or expiration  of this  Agreement,  CNN will  discontinue
immediately all use of the Company Logo and delete or destroy Company  materials
in any medium or format  that are within  CNN's  possession,  custody or control
except for packing or instruction materials which are in the Company's inventory
at the time of such termination.

     6.4 Amendments to this  Agreement.  No amendment to or modification of this
Agreement will be binding upon any party unless such  amendment or  modification
is reduced to writing, dated and executed by both parties to this Agreement.

     6.5  Assignment.  Neither  this  Agreement,  any right or  license  granted
hereunder or any portion  thereof will be assigned or  transferred  to any third
party,  by operation of law or otherwise,  without the prior written  consent of
the other party; provided however, either party may assign this

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Agreement without the prior written consent of the other to any person,  firm or
entity controlled by,  controlling or under common control with such party or in
connection with the sale of substantially all of the assigning party's assets or
a merger,  consolidation or the like (a "Transaction") where the assigning party
is  not  the  surviving  entity;  provided,  that,  if  Company  enters  into  a
Transaction  with an entity CNN reasonably deems a competitor CNN shall have the
right to terminate the Agreement upon thirty (30) days prior notice.

     6.6 Confidentiality.  Each party agrees that this Agreement,  its terms and
all information and items shared hereunder, tangible and intangible, will remain
confidential and will not be disclosed to any third party for any reason without
the prior written consent of the other party, unless such disclosure is required
by or made  pursuant  to the  order of a court of  competent  jurisdiction  or a
government  agency or otherwise  pursuant to law, rule or regulation  and except
further as provided in this Agreement.

     6.7 Waiver and Remedies. The failure of either party at any time to require
performance  by the other party will in no way affect the right of either  party
thereafter to enforce the same provision, nor will the waiver of either party of
any breach of any provision herein be held or taken to be a waiver of succeeding
breach or as a waiver of the  provision  itself.  No  waiver  will be  effective
unless  it is in  writing  and is  signed  by both of the  parties  hereto.  All
remedies,  rights,  undertakings,  obligations and agreements  contained in this
Agreement will be cumulative and none of them will be in limitation of any other
remedy, right, undertaking, obligation or agreement of either party.

     6.8  Notices.  All notices and  statements  required or  permitted  by this
Agreement will be deemed to have been given when delivered in person or five (5)
days after having been deposited  with the United States Post Office,  Certified
Mail,  return receipt  requested,  postage prepaid and properly  addressed.  Any
notices sent to Company  will be  addressed to Company at the address  first set
forth above,  and any notices sent to CNN will be sent to CNN  interactive,  One
CNN Center,  P.O.  Box 105366,  Atlanta,  Georgia  30348-5366,  attention:  Vice
President, Business Development with a simultaneous copy to CNN, One CNN Center,
P.O. Box 105573, Atlanta, Georgia 30348-5773, attention: General Counsel.

     6.9 Severability. If any provision in this Agreement is declared invalid or
unenforceable  in any  respect,  the  parties  agree  that  such  invalidity  or
unenforceability  will not affect the validity of the  remaining  provisions  of
this  Agreement,  and further  agree to substitute  for the invalid  provision a
valid provision which approximates the intent and economic effect of the invalid
provision as closely as possible.

     6.10 Descriptive Headings. The descriptive headings of the several sections
of this Agreement are used for  convenience  only and will not control or affect
the meaning or construction of any of the provisions hereof.

     6.11 Governing Law, Venue and Jurisdiction. This Agreement will be governed
by and  construed  in  accordance  with the laws of the  State of  Georgia.  The
parties agree that the exclusive


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jurisdiction  and venue for any  action  relating  to this  Agreement  will be a
federal or state court in Atlanta,  Georgia  and the parties  hereby  consent to
such jurisdiction and venue.

     6.12 Force Majeure;  Delay.  Neither party hereto will be  responsible  for
delays in performance caused by acts of God or governmental  authority,  strikes
or  labor  disputes,  satellite  failure  or  malfunction,   electrical  outage,
equipment  failure,  fires or other  loss of  facilities,  or any  other  cause,
whether  similar or  dissimilar,  beyond the  reasonable  control of that party;
provided,  however,  that in the  event  of  such  delay  for  ten  (10) or more
consecutive  days or thirty  (30) or more days  within a single  sixty  (60) day
period, then the other party hereto will be entitled to terminate this Agreement
without further liability or obligation.

     6.13 Indemnification. Each of the parties hereto will indemnify, defend and
hold the other party hereto, its parent, subsidiaries, affiliates, predecessors,
successors  and assigns and their  respective  agents,  officers,  directors and
employees harmless from and against any and all losses,  costs, claims,  damages
(including attorney's fees and expenses and allocable fees of in-house counsel),
liability, demands or expenses, which may arise out of or derive in any way from
(i) any failure of such party to maintain all rights and  licenses  necessary in
connection  with  the  license  of  such  party's  Logo   hereunder,   (ii)  any
infringement of any copyright,  trademark, patent, music synchronization rights,
music performing rights, master music recording rights, still photography,  film
and videotape footage rights, or (iii) any claim or defamation,  invasion of the
right or privacy or publicity or  infringement of any other right of any kind of
any third party.

     6.14 Reservation of Rights.  Each of the parties hereby reserves all rights
in and to its respective Logos not specifically granted herein. Each party will,
with respect to its respective  Logo, at all times,  anywhere in the world,  and
whether or not in competition with the other party, have the right to use and/or
authorize the use of their respective  Logo, or any portion thereof,  in any way
such party may desire which is not  inconsistent  with the terms hereof.  Except
for Company's  rights in the Company Logo,  any and all rights in and to the CNN
Site, and/or the CNN Content, not expressly granted to Company herein are hereby
expressly  reserved by CNN and may be exercised and  exploited  freely by CNN in
any manner it deems  appropriate in any medium now known or hereafter known. All
copyrights and other rights in and to the CNN Site, and/or CNN Content,  and all
derivative  works  thereof  will remain with CNN and Company  will not  acquire,
obtain or claim any  copyright or other  proprietary  interest in or to any such
materials  by  reason  of  this  Agreement  or  any  license   granted   herein;
accordingly,  Company  agrees to and hereby does assign  and/or  transfer to CNN
without  payment any rights in or to any such materials or any derivative  works
thereof it may inadvertently or otherwise acquire in connection herewith. Except
for the CNN Logo as displayed thereon,  the Company Internet Site and all rights
therein are  proprietary  to Company and CNN will not be deemed to have acquired
any copyright or other ownership interest in the Company Internet Site.

     6.15  Publicity.  CNN will work with Company on a press release to announce
the relationship  established by this Agreement.  The timing and content of such
release  will be as mutually  agreed upon by the  parties.  Except as  otherwise
provided in this  Agreement,  neither  party will  undertake  any  marketing  or
promotional effort or make any public statement, press release or

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other  announcement  relating or referring to their relationship or the terms of
this Agreement without the prior written approval of the other,  which shall not
unreasonably be withheld.

     6.16 No Joint Venture.  Nothing contained herein will create or suggest any
affiliation,  association,  partnership,  agency or joint  venture  between  the
parties.  Neither party hereto will represent itself as the associate,  partner,
agent or joint venturer of the other in any way whatsoever.

     6.17 No Other  Agreements.  This Agreement,  including the Exhibits hereto,
contains the entire  understanding  and agreement of the parties with respect to
the subject matter hereof,  and supercedes any prior written or oral  agreements
between  them  with  respect  thereto.  Except  as so set  forth,  there  are no
representations,  agreements,  arrangements or  understandings,  written or oral
between the parties, with respect to the subject matter of this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed under seal effective as of the day and year above written.

MyTurn.com, Inc.                                CNN Interactive, a division of
                                                Cable News Network LP, LLP

Signature: /s/ Rudy Theale                      Signature: /s/ Donna K. Lewis
           ----------------------                          ------------------

Printed                                         Printed
Name:       Rudy Theale                         Name:       Donna K. Lewis
      ---------------------------                          ------------------

Title:         President                        Title:          SVP
       --------------------------                          ------------------

Date:         3/9/00                            Date:             3/8/00
      ---------------------------                          ------------------





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                                    Exhibit A
                        CNN Content/Sections and Features

CNN will deliver content substantially in the form set forth below. Such content
will be updated  every twenty  minutes (with the exception of weather which will
be updated every hour).

o        US News: CNN will deliver 3-5 headlines,  summaries,  full stories/link
         and photos (where available).

o        World News:  CNN will deliver 3-5 headlines, summaries, full
         stories/link and photos (where available).
o        Business from CNNfn:  CNN will deliver 3-5 headlines,  summaries,  full
         stories/link and photos (where  available);  delayed market indices for
         NYSE AMEX and  NASDAQ;  CNN shall  make the CNN  stock  quote  database
         (resident on CNN servers) accessible upon electronic query by Company.
o        Politics from AllPolitics:  CNN will deliver 3-5 headlines,  summaries,
         full stories/link and photos (where available).
o        Science and Technology: CNN will deliver 3-5 headlines, summaries, full
         stories/link and photos (where available).
o        Sports from CNN/SI:  CNN will deliver 3-5  headlines,  summaries,  full
         stories/link and photos (where  available);  scoreboards to include all
         major U.S. sports and major worldwide sporting events.
o        Entertainment:   CNN  will  deliver  3-5  headlines,   summaries,  full
         stories/link  and photos  (where  available);  time zone links to local
         television  programming  schedules;  and a zip code  entry  field  that
         likewise links to local television programming schedules.

In addition, CNN will provide:

o        Weather:  Thumbnail  images of national (North  America)  weather maps,
         each of which will link to the  corresponding  full-size map; and a zip
         code entry field that links to local weather forecast data.
o        Almanac:  Features known as Quote of the Day, Birthdays and News
         Related Links of the Day.




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