MYTURN COM INC
10KSB, 2000-04-14
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934.
         For the fiscal year ended December 31, 1999
                                   -----------------
                                       OR

[ ]      TRANSITION  REPORT  UNDER  SECTION  13 or  15(d)  OF THE  SECURITIES
         EXCHANGE    ACT   OF   1934   For   the    transition    period    from
         _____________________ to _____________________

                        Commission file number 000-22611
                                              ----------

                                MyTurn.com, Inc.
                     --------------------------------------
                 (Name of Small Business Issuer in its Charter)

            Delaware                                          11-3344575
- --------------------------------                          ------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

960 Atlantic Avenue, Alameda, California                          94501
- ----------------------------------------                        ---------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (510) 814-4288
                    ----------------------------------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock ($.01 par value per share)
                     ---------------------------------------
                                (Title of Class)

               333 North First Street, Jacksonville, Florida 32250
              ----------------------------------------------------
                                (Former Address)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X    No
                                                             ---     ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

As of  February  29,  2000,  the  aggregate  market  value of the shares held by
non-affiliates was approximately $268,843,031.

The issuer's revenues for the fiscal year ended December 31, 1999 were $233,660.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS.

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of February 29, 2000 is  8,575,408  shares of Common  Stock,  $.01 par
value per share.

Transitional Small Business Disclosure Format (check one): Yes         No  X
                                                           ----          ----

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


<PAGE>




                                      INDEX                             Page No.

Forward Looking Statements ...................................................1


PART I

Item 1.      Description of Business..........................................2

Item 2.      Description of Property..........................................23

Item 3.      Legal Proceedings................................................24

Item 4.      Submission of Matters to a Vote of Security Holders..............24


PART II

Item 5.      Market for Common Equity and Related Stockholder Matters.........26

Item 6.      Management's Discussion and Analysis or Plan of Operation........28

Item 7.      Financial Statements.............................................37

Item 8.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure.........................................37


PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;

             Compliance with Section 16(a) of the Exchange Act................38

Item 10.     Executive Compensation...........................................45

Item 11.     Security Ownership of Certain Beneficial Owners and Management...53

Item 12.     Certain Relationships and Related Transactions...................56


PART IV

Item 13.     Exhibits and Reports on Form 8-K.................................57

Signatures


<PAGE>

                           FORWARD LOOKING STATEMENTS

     Certain  information  contained in this Annual Report are  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995,  and is subject  to the safe  harbor  created  by that act.  MyTurn.com
cautions readers that certain important factors may affect  MyTurn.com's  actual
results  and  could   cause  such   results  to  differ   materially   from  any
forward-looking  statements which may be deemed to have been made in this Annual
Report or which are otherwise made by or on behalf of MyTurn.com.

     For this purpose,  any statements  contained in this Annual Report that are
not  statements  of  historical  fact  may  be  deemed  to  be   forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
"plan"  or  "continue"  or  the  negative   variations   thereof  or  comparable
terminology are intended to identify forward-looking  statements.  Factors which
may affect MyTurn.com's  results include,  but are not limited to, the risks and
uncertainties  associated with the Internet and Internet-related  technology and
products,  new  technology  developments,  developments  and  regulation  in the
telecommunications industry, the competitive environment within the Internet and
telecommunications  industries,  the ability to enter into  agreements with mass
merchandise  retailers and develop  other sales  outlets for its  products,  the
ability of  MyTurn.com  to partner with a hardware  manufacturer  to produce the
GlobalPC  personal  computing  device,  the  ability  of  MyTurn.com  to  secure
agreements  with  content  providers  for its  Internet  portal,  the ability of
MyTurn.com to finalize a network  services  agreement  with a national  Internet
Service  Provider (ISP) to provide network access,  the ability of MyTurn.com to
secure  licenses  for all  software  applications  it plans to embed,  bundle or
otherwise  include in its  products,  the  ability of  MyTurn.com  to expand its
operations,  the level of costs incurred in connection with MyTurn.com's planned
expansion efforts,  unascertainable risks related to possible acquisitions,  the
competence required and experience of management, the risk of loss of management
and  personnel,  economic  conditions,  and the ability of  MyTurn.com  to raise
additional capital which will be required within the next six months to continue
to  develop  and  sustain  its  business  at  current  levels  and to  implement
MyTurn.com's business plan and generate revenue.

     MyTurn.com is also subject to other risks detailed  herein or detailed from
time to time in MyTurn.com's Securities and Exchange Commission ("SEC") filings.
Readers are also urged to carefully review and consider the various  disclosures
made by  MyTurn.com  which attempt to advise  interested  parties of the factors
which  affect  MyTurn.com's  business,   including,   without  limitation,   the
disclosures  made under the captions  "Business - Certain Risks  Relating to the
Implementation  of  MyTurn.com's  Business  Plan" in Item 1,  and  "Management's
Discussion  and Analysis or Plan of Operation" in Item 6, of this Annual Report.
All  references  to a fiscal  year are to  MyTurn.com's  fiscal  year which ends
December 31.

                                        1


<PAGE>



                                     PART I

Item 1.           Description of Business

Introduction

     MyTurn.com  is a  provider  of  Internet  related  computing  products  and
services. Through its wholly owned operating subsidiary,  MyTurn.com is planning
to introduce a low cost,  easy-to- use personal  computer  system,  known as the
GlobalPC(TM), targeting the first-time user market. The GlobalPC is based on the
time-tested,  robust GEOS(R)  operating  system which  MyTurn.com  licenses from
Geoworks Corporation.  MyTurn.com has made or acquired significant  improvements
to this  operating  system.  The fully  integrated  software  application  suite
includes  word  processing,   spreadsheet,  desktop  publishing,   presentation,
database, a web browser,  e-mail,  games and chat capability,  all comparable in
functionality  to the most  popular  Microsoft  Windows(R)-based  programs.  The
GlobalPC will be sold primarily through mass merchant retailers.  MyTurn.com has
scheduled an initial five-market rollout to commence during the summer of 2000.

     Based on the current  pricing model for the GlobalPC,  consumers  will have
access to a fully functional,  non-subsidized  computer system for approximately
$299.95.  The system is compatible  with  television sets as the display medium;
however,  computer monitors will provide superior  resolution.  System printers,
monitors and  additional  software,  all branded with the Global PC name through
third party license  arrangements,  may be made available as profit-  generating
accessory  offerings.  Also,  an  unlimited  anticipated  $19.95  month-to-month
Internet  access  will be  "hard-coded"  during  the  manufacturing  process  to
maintain a "captive" online audience.  MyTurn.com  expects to garner significant
additional sources of revenue from an array of e-commerce oriented partnerships.

     MyTurn.com  is  prepared  to  manufacture  systems  exclusively  under  the
GlobalPC  brand  name  during  the  initial  product  launch  in order to secure
valuable retail shelf space while  simultaneously  establishing the product as a
viable non-Windows computer system.

     Prior to the planned retail launch, a limited number of roughly 1,000 units
may be sold  utilizing  the  Internet or other  direct  marketing  methods.  The
purpose of this interim project is to ensure that both Internet connectivity and
MyTurn.com's  customer care  operations are operating at maximum  effectiveness,
and to glean "real  world"  experience  regarding  basic  system  integrity  and
functionality.  Discerning  attention  and  timely  reaction  to early  consumer
feedback will help to maintain market momentum.

     MyTurn.com  further expects to migrate towards a pure third-party  hardware
reference design and operating/application  software-licensing model as early as
possible to capitalize on  well-established  consumer  electronics  and personal
computer brand names.

                                        2


<PAGE>



History and Recent Developments

     MyTurn.com,  Inc.  was  incorporated  under  the name of  Coastal  Computer
Systems,  Inc. in New York on March 31, 1983 and was  reincorporated in Delaware
under the name Compu- DAWN,  Inc. on October 18,  1996.  The name was changed to
MyTurn.com, Inc. on January 21, 2000.

     In October 1996,  MyTurn.com undertook a pre-initial public offering bridge
financing  selling 77 units,  each consisting of a $10,000  Promissory Note (the
"Bridge  Note") and Common Share  Purchase  Warrant  (the  "Bridge  Warrant") to
acquire 5,600 Common Shares of MyTurn.com (the "Bridge Financing  Transaction").
The Bridge  Warrants are  exercisable at a price of $3.00 per share.  The Bridge
Notes were repaid upon the closing of MyTurn.com's  initial public offering (the
"IPO") in June  1997,  as  discussed  below.  The terms of the  Bridge  Warrants
provide for an exercise  period which  expires in June 2002.  As of February 29,
2000 Bridge Warrants to purchase 61,600 Common Shares remained unexercised.

     In June 1997,  MyTurn.com  completed an IPO of 1,380,000 Common Shares at a
price of $5.00 per  share,  for  aggregate  net  proceeds,  after  expenses,  of
$5,625,874.

     In June  1998,  MyTurn.com  undertook  a private  placement  issuing to JNC
Strategic Fund Ltd. ("Strategic") and JNC Opportunity Fund Ltd. for an aggregate
purchase price of $5,000,000:

o        units, consisting of 327,103 Common Shares (the "Issued Shares") and
         five-year warrants to acquire 32,710 Common Shares, and

o        units,  consisting  of 3,250  Series A Preferred  Shares and  five-year
         warrants to acquire 57,497 Common Shares.

     In September 1998,  MyTurn.com issued to Strategic 1,750 Series B Preferred
Shares in exchange for the Issued Shares.

     The  warrants to acquire an  aggregate  of 90,207  Common  Shares (the "JNC
Warrants") are exercisable at a price of $8.025 per share, subject to adjustment
as provided for in the Warrants.

     The JNC Warrants were  convertible or exercisable by any holder only to the
extent that the number of Common  Shares  purchased  together with the number of
Common Shares owned by such holder and its affiliates  would not exceed 4.99% of
the then  outstanding  Common Shares as  determined  in accordance  with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  Such restriction was
subject to waiver by the respective  security  holder upon not less than 61 days
notice. See Item 6 - "Management's  Discussion and Analysis or Plan of Operation
- - Liquidity and Capital Resources."

     As of February  29, 2000,  all of the Series A Preferred  Shares and all of
the Series B Preferred Shares had been converted into 650,000 and 327,103 Common
Shares, respectively, and all warrants to acquire 90,207 Common Shares have been
exercised.

                                        3


<PAGE>

     On January 8, 1999,  MyTurn.com's  wholly owned  subsidiary  e.TV Commerce,
Inc.  ("e.TV")acquired  certain  assets of  LocalNet  Communications,  Inc.  The
LocalNet  assets  were  acquired  pursuant  to a peaceful  surrender  to satisfy
$750,000 in principal of a $1,800,000 secured loan previously made by MyTurn.com
to LocalNet (the "Loan"). The Loan was secured by all of the assets of LocalNet.

     From 1983 to July 1999 MyTurn.com was engaged in the business of designing,
developing,  licensing,  installing and servicing computer software products and
systems  predominantly  for public  safety  and law  enforcement  agencies  (the
"Public Safety Software Business").

     Also, from January 8, 1999 to July 1999 MyTurn.com,  through e.TV, operated
in  the  Internet,   e-commerce  and  telecommunications   business  (the  "e.TV
Business"),  marketing  products and services primarily using a person to person
sales  approach with the services of  commissioned  sales  representatives  in a
relationship-based, referral marketing organization.

     In July 1999  MyTurn.com sold primarily all of the assets which made up its
Public Safety Software Business division to an unrelated third party.

     Also in June 1999,  MyTurn.com  decided it was in its and its stockholders'
best interest to cease the e.TV Business and instead  acquire  Global PC, Inc.'s
assets and focus on its current business.  The GlobalPC asset acquisition closed
on December 22, 1999. See Item 6 - "Management's Discussion and Analysis or Plan
of  Operation  -   Introduction"   for  a  description  of  the  GlobalPC  asset
acquisition.

     In October and November 1999,  MyTurn.com  undertook two private placements
through  its  placement  agent,  Hornblower  &  Weeks.  In  the  first  offering
MyTurn.com sold 740,000 Common Shares for $1,017,500 in gross  proceeds.  In the
second  offering  MyTurn.com  sold Units for $1,350,000 in gross  proceeds.  The
units  consisted  of an  aggregate  of 675,000  Common  Shares and  Warrants  to
purchase an aggregate of 337,500  Common Shares (the "H&W"  Warrants").  The H&W
Warrants are exercisable  for five years at $3.00 per share.  Hornblower & Weeks
received  a  commission  of 10% and a  non-accountable  allowance  of 3% in each
offering.  Additionally,  financial consultants were issued 99,050 Common Shares
as a  finder's  fee,  valued at 7% of the  gross  amount  raised in the  private
offerings.  MyTurn.com  also issued  400,000 Common Shares to Hornblower & Weeks
under  a  related  investment  banking  agreement.  See  Item  6 -  "Management'
Discussion and Analysis or Plan of Operation - Liquidity and Capital Resources".

Industry Background

     Mass America is  constantly  being  bombarded  with Internet  mania.  It is
nearly impossible to listen to the radio, watch television,  or read a newspaper
without encountering  numerous references to "something.com".  Many parents view
the Internet in the same way previous generations viewed encyclopedias.  Without
home access to the Internet, children are academically disadvantaged. Television
and radio programs are  continually  directing  their audiences to an associated
website,  making the Internet a powerful  entertainment  vehicle and information
resource.  And,  an  explosion  in online  shopping is making the  Internet  the
largest superstore on the planet.

                                        4


<PAGE>

     Currently  less than half of  American  homes have  Internet  access.  This
"disconnect"  between the  benefits  of the  Internet  and home access  directly
relates to home personal computer, or PC, penetration.  The PC is the automobile
of the  information  highway and  roughly  half of US homes own a PC. In a large
portion of homes  without PCs,  Internet  penetration  is nearly non-  existent.
MyTurn.com  believes that Internet  appliances such as WebTV have yet to achieve
any significant penetration. MyTurn.com's mission is to bring Internet access to
this large, untapped market by addressing the primary impediment:  PC ownership.
See Item 1 - "Business - Competition."

     MyTurn.com has extensively  researched  non-Internet homes. The majority of
these  homes  have  huge  pent up  demand  for both the  Internet  and  personal
computers. The PC "have- nots"cite three primary reasons for lack of ownership:

o        ease-of-use - PCs are perceived as too hard to use,

o        distribution - they are not sold where mass America shops, and

o        price -  they cost too much.

         MyTurn.com is addressing all of these issues:

o        Ease-of-Use.  Through  extensive  new user  interface  development  and
         continuous testing with novice and new users,  MyTurn.com has developed
         a personal  computer  so simple to use it will expand the market to the
         segment  of the  population  who are  either  intimidated  by PC's  and
         computers  in  general  or feel they  have no use for a PC.  MyTurn.com
         provides one button access to the Internet.

o        Distribution.  Shopping  for a PC is  an  intimidating  experience.
         Traditional  PCs are sold  through  specialty  stores like CompUSA and
         Computer  City where novice  consumers  are  intimidated  by technical
         jargon.  MyTurn.com  expects to distribute  its GlobalPC where America
         shops - through mass  retailers  such as Wal-Mart,  Kmart,  Target and
         Sears. Currently,  MyTurn.com has indications of interest from certain
         of these mass  retailers but does not have any  agreements  with them.
         Although  MyTurn.com expects agreements or purchase orders to develop,
         it cannot  assure that this will happen.  The product will have little
         or no technical  jargon  associated with its packaging,  marketing and
         positioning.  See Item 1 "Business-Marketing"  and "Business-Sales and
         Distribution Strategy."

o        Price.  As a  vertically  integrated  hardware,  operating  system  and
         applications  provider and Internet service provider (ISP),  MyTurn.com
         is in a unique position to offer a fully functional  Internet PC at the
         price anticipated to be $299.95.

     Internet  penetration  amongst  the  larger  universe  of non-PC  owners is
insignificant.  Alternative  access  devices  such as WebTV and  other  Internet
appliances have simply not caught on in this large untapped market.  The lack of
success of these  Internet  appliances  is largely due to their  "newness" and a
lack of understanding  of the user interface needed for these devices.  However,
there is also a real and justifiable  perception that a PC is needed to get full
use of the Internet.  For example,  for a student,  local productivity  software
that allows a topic to be

                                        5


<PAGE>



researched  on the web and turned into a report is an essential  usage model not
supported by a web appliance such as WebTV.  Independent  research supports that
consumers want a "total solution",  i.e. a fully functional PC. There is a large
pent-up demand for PCs, however price,  ease-of-use,  and an intimidating retail
environment have slowed penetration into this large, untapped market.

     The computer  "have-nots"  are a different  category of consumer than those
catered to by the current PC industry.  They are more  representative of "Middle
America" than most current PC users;  most do not use  computers at work.  Their
average income is $27,000 a year, versus the current PC household average income
of $47,000 a year.  Some analysts also predict that more than half of first time
PC buyers over the next 3 years will be women.

     MyTurn.com's  research and focus groups have shown that while a majority of
non- computer  owners feel left out by not owning a computer or having  Internet
access, their own lack of experience is the major barrier to purchase.

     Perceived  costs are high and many fear that much more than the  advertised
price must be spent to make a computer useful.  Intimidating  visits to computer
center  stores  such as CompUSA,  Fry's,  and  Computer  City  further  compound
concerns. Sales personnel often lack patience or empathy for computer neophytes.
Worse yet,  low cost PCs often  carry  minimal  margins and  commissioned  sales
people often attempt to up-sell  consumers  with a blizzard of technical  jargon
and fears of obsolescence.

     While this phenomenon is well understood, the computer industry seems to be
locked on a  treadmill  where a baffling  array of  technical  jargon is used to
promote and sell PCs.  While this is very  effective  in selling to the existing
customer looking to upgrade, it intimidates and delays the first time consumer.

     Another  important  factor for  non-computer  owners is ease-of-use.  Since
computers  are  notorious  for  having all kinds of  external  cables and wires,
consumers  fear they will not be able to properly set up or use a PC. And,  once
set up, system errors and crashes  create a new set of fears.  With the Internet
becoming  one of the primary  motivators  for PC  purchase,  consumers  are also
unclear on how they will "get on" to the Internet  once they  purchase a PC. How
do they select an ISP? Often several  Internet access solutions are bundled on a
PC, which one should they choose?

     MyTurn.com  believes  that the market  opportunity  exists for  affordable,
easy-to-use personal computer with bundled Internet access. We plan to price our
GlobalPC at $299.95 and sell it through mass  retailers.  We believe  MyTurn.com
will open up personal  computing and the Internet to millions of Middle American
homes.

                                        6


<PAGE>

Products and Services

The GlobalPC

     MyTurn.com's  first product is the GlobalPC.  The GlobalPC is an integrated
personal  computer and comes  pre-loaded  with an Internet  browser,  email,  an
office productivity suite including word processor,  spreadsheet,  database, and
graphics  program as well as several  other  programs,  including  games and the
exclusive MyTurn.com online access software.

     The initial  GlobalPC  product  offering  incorporates an Intel  compatible
microprocessor (AMD or National/Cyrix);  floppy drive; hard disk; a built-in 56K
industry standard V90 modem and connectors for other peripherals  including a PC
keyboard  and mouse  included  with the unit.  New video  processing  technology
allows the GlobalPC to drive a television with  reasonable  display  quality.  A
standard super video graphics array,  or SVGA,  monitor is supported and will be
offered separately to consumers who want a crisper, higher resolution screen.

     In addition to MyTurn.com's own product  offering,  we are currently in the
process  of  developing   formal   alliances  with  major  computer   peripheral
manufacturers  such as Canon and  ProView  to  supply  compatible  printers  and
monitors  respectively.  These  companies  will provide a co-branded  product in
order to  complete  the  hardware  product  offering.  These  relationships  are
currently in  negotiation  and no  agreements  exist yet. We cannot  assure that
formal agreements will be reached with any of these companies.

     MyTurn.com  licenses the GEOS  operating  system and suite of  productivity
applications  from  Geoworks  Corporation.  MyTurn.com  has  also  recruited  an
experienced team of software engineers to further enhance GEOS and integrate the
software  into the hardware  design.  The  development  team has focused on four
major areas: ease-of-use,  the online service and Internet access,  performance,
and Windows/Office software  compatibility.  See Item 1 "Business - Intellectual
Property" and Item 1 "Business - Employees and Consultants."

     Ease-of-use is the central focus for MyTurn.com. This is achieved through a
proprietary user interface,  or UI, technology that allows a GlobalPC to take on
the personality of the user from a simple task-oriented interface for novices to
an advanced  industry-standard  interface (similar to Microsoft's Windows).  The
software  is  designed to allow the user to learn  gradually  with  applications
scaling  up as  users  improve  their  computer  skills.  The  entry-level  user
interface -- The GlobalPC  Desktop -- provides  intuitive  access to the system.
Only one application runs at a time in this mode. Users can access the Internet,
word  processor,  or other  applications  with one button  click.  Our  research
demonstrates  that  new  users  find  the  practice  of  double  clicking  oddly
repetitive.  In the GlobalPC  Desktop  mode,  applications  automatically  run a
simplified  interface  with fewer  features  and options.  Within  applications,
wizards  and  templates   help  the  user  quickly   accomplish   tasks  without
frustration.  For consumers with prior  computer  experience or novice users who
develop  proficiency,  the GlobalPC  offers an advanced  interface  that is very
similar to  Microsoft's  Windows.  This  interface  also allows  parents to feel
comfortable  that children are learning the computer  literacy skills  necessary
for the high-tech workplace.


                                       7


<PAGE>

     The  bundled  office   productivity   suite  includes  a  word   processor,
spreadsheet,  database,  graphics program and personal finance. Each application
offers four levels of usability, enabling the user to grow their skills at their
own pace. For example,  the word processor scales from a simple text editor to a
full desktop  publishing  application.  Additionally,  each application has file
import and export support for Microsoft  Office.  This will allow users to share
files with other PC owners via e-mail  attachment or floppy disk. Users can take
files from work or school where they may be using a PC running  Windows or other
software, make changes on their GlobalPC, save and take them back.

MyTurn.com Online Services

     MyTurn.com's  focus is  developing  and growing its online  business.  As a
result of selling  GlobalPC  hardware which is "hard coded" to achieve  Internet
access through MyTurn's portal,  MyTurn.com  expects to acquire  subscribers for
MyTurn.com's  portal  services.  Specialized  web  browser  and e-mail  software
coupled with account  management and access software  provide the client side of
the MyTurn.com online offering.

     MyTurn.com's  portal is powered by Inktomi Corp.'s suite of portal services
pursuant to a portal services agreement.  Inktomi's suite of portal services are
designed to give users the most  comprehensive  data on the Internet.  Inktomi's
suite of portal  services is highly  integrated,  delivering  comprehensive  and
highly accurate Internet results, an intuitive topic-based Web guide, and access
to hundreds  of  merchants  and  millions of  products,  with  product and price
comparisons  and expert  recommendations.  We  believe  that  Inktomi's  search,
directory and commerce  technologies  will enable our  subscribers to easily and
quickly  locate  the sites on the World  Wide Web which  meet  their  search and
shopping needs.

     Users will  automatically be taken through a Internet service  registration
process when they first click on the MyTurn.com  online button.  The system will
dial an 800 number and download local access numbers transparently.  Sign up and
log in  details  will be handled  automatically  for the user.  While  access to
MyTurn.com's portal will be through standard Internet protocols,  MyTurn.com has
created a number  of  innovative  features  that  improve  the  entire  Internet
experience, especially for first time users.

     MyTurn.com's  focus on ease-of-use  will continue with the online  service,
allowing  users to quickly take  advantage of the  Internet's  resources such as
news, weather and sports through MyTurn.com's  contractual affiliation with CNN.
For example, web searching has always been a trial and error process. MyTurn.com
is developing an enhanced front end to traditional search engines to allow users
to find and quickly access useful websites.  Additionally, a general tutorial on
the  Internet  will help  users  find the most  useful  sites on topics  such as
health, family, finance and job opportunities to name a few.

     Through this site, a sense of MyTurn.com  community  will be created.  This
will be  accomplished  through  sections such as to "how to get maximum use from
the capabilities of your MyTurn.com system", tutorials on accessing the Internet
and other  topics of  interest  to our  customer  segment.  We expect to sponsor
discussion  groups with other  MyTurn.com  users along

                                       8

<PAGE>

with  scheduled  chat  rooms  that will  focus on a  particular  topic or theme.
Additionally,  there will be access to technical  support  with FAQ's,  software
updates, fixes and solutions.

     MyTurn.com's Web-Site is hosted by Digex, Inc., which provides MyTurn.com's
Web- Site with rapid  scalability,  security,  system backup and  monitoring and
support 24 hours a day, seven days a week.

Local Point of Presence Strategy

     While  MyTurn.com's  Portal will appear as the online  service and Internet
access  provider to the consumer,  MyTurn.com  will partner with an  established
network infrastructure  company to provide local points of presence.  MyTurn.com
is currently  conducting  preliminary  negotiations  with appropriate  partners.
MyTurn.com  cannot  assure  it will  enter  into  agreements  with  any of these
companies,  or if it does it cannot  assure it will be on terms as  favorable as
MyTurn.com would like. MyTurn.com expects to receive a percentage of the monthly
Internet access service fee charged to subscribers.

E-Commerce

     MyTurn.com's  portal  provides an excellent  opportunity  for MyTurn.com to
sell software and services to its  customers.  Because the GlobalPC  system will
run DOS software,  MyTurn.com is currently negotiating with major vendors of DOS
game and entertainment  software to license and repackage its titles for sale as
MyTurn.com approved titles to MyTurn.com  customers.  While some of these titles
are outdated in the  mainstream  personal  computer  market,  they will,  in all
likelihood,  be new to the MyTurn.com  customer base. These software titles will
be sold on- line to the MyTurn.com  customer base through  MyTurn.com's  portal.
MyTurn.com  has not entered  into  agreements  with any of these  vendors and it
cannot  assume that it will in the future.  Additionally,  MyTurn.com  will sell
GlobalPC  peripheral  products  such as monitors,  printers and carrying  cases,
among other things.  These efforts will allow MyTurn.com to sell a wider variety
of products  than would be possible  through  its retail  distribution  channel.
MyTurn.com  will provide a royalty  payment to our retailers for those  products
sold via the  e-commerce  site and  traced to  customers  that  purchased  their
hardware from specific retail partners.

     MyTurn.com  also  expects  to derive  revenue by  providing  links to other
Internet  e-  commerce  sites  for  products  such as books,  CDs and  financial
services, among other things.

Internet Advertising

     MyTurn.com  believes  that  consumers  will be attracted to the  MyTurn.com
Portal in the next several years.  MyTurn.com further believes this will provide
an excellent  opportunity  to derive  advertising  revenue from the site.  While
MyTurn.com  anticipates  this could represent a significant  revenue stream,  it
cannot predict if this will ultimately prove to be successful.

                                       9
<PAGE>

Hot Buttons

     In order to maximize the value of keyboard "real estate,"  MyTurn.com plans
to  effectively  "rent" space in the form of "Hot  Category  Buttons"  that will
point  end  users  directly  to a small  group  of  sites  of  category-dominant
e-commerce merchants. The buttons have been assigned to four categories:

o        personal finance,

o        health and information,

o        shopping, and

o        fun.

     These category  buttons will each open a page that contains 4 to 5 links to
dominant e- commerce  partners.  Assignment  of these spots on our hot  category
page  will be  leased  for a  finite  period  of time,  most  likely  in  annual
increments,  so as to provide simple access  directly to their online sites with
minimum  keystrokes.  The category  keys  dedicated to this  valuable  source of
revenue  will be  located  where  the  "function  keys"  (F5 - F8) are  normally
situated on a standard keyboard.

     Certain  brand  leaders  in  their  respective   market  niches  have  been
identified  as  prospective  licensees,   and  introductory  dialogue  has  been
initiated with some of them. MyTurn.com cannot,  however, assure agreements with
these  companies  or  others  will  be  reached.  Furthermore  if any  of  these
agreements  are  reached,  MyTurn.com  cannot  predict  if they will prove to be
successful.  In  addition  to the  annual  Hot Button  "rental"  charges,  it is
anticipated that a percentage of all e-commerce  transactions  initiated through
MyTurn.com  systems will be paid to  MyTurn.com  in the form of standard  online
sales commissions.

Marketing

Positioning

     MyTurn.com plans to market the GlobalPC personal computer through:

o        television advertising,

o        print advertising,

o        online advertising and web-site marketing,

o        a broad-based public relations and promotions program,

o        direct marketing,

                                       10
<PAGE>

o        consumer products packaging,

o        extensive retail merchandising, and

o        channel marketing.

     Additionally,  MyTurn.com has retained two consumer marketing companies and
an advertising  agency to develop strategic and targeted marketing and publicity
programs for the initial launch and national  rollout in the U.S.:  Smith Public
Relations, Inc. of Los Angeles and Planned Marketing Solutions, Inc. of Portland
and the Los Angeles advertising firm of Suissa Miller Advertising.

     In addition to traditional advertising,  MyTurn.com will develop "guerilla"
marketing campaigns that communicate the GlobalPC's ease-of-use through a series
of compelling  non-  traditional  activities.  Wild postings,  outdoor and other
consumer marketing techniques will be employed to make awareness of the GlobalPC
and MyTurn.com universal.

     MyTurn.com  plans to develop an  integrated  and  persuasive  communication
strategy.  Our goal is to establish  the  GlobalPC  brand as distinct and unique
from current PC offerings and to clearly articulate its revolutionary attributes
of price, ease-of-use, and distribution through mass merchandisers.

Public Relations

     Public  relations  will play a key role in  MyTurn.com  achieving its sales
goals.  To meet these  goals,  MyTurn.com  is  preparing a highly  targeted  and
intrusive public relations program in order to communicate the cost/value of the
product,  which will drive  purchases as well as support the  development of the
GlobalPC brand. In addition, the aim of the public relations plan is to fuel the
fire of media  interest in "the  revolution  of low cost  computing for the mass
market" that the GlobalPC personal computer launch will ignite. Public relations
efforts will be focused on the following targets:

o        families in our demographic and psychographic customer profile,

o        decision makers within school districts,

o        designated retailers,

o        technology influencers and analysts,

o        consumer and friends and family "advice givers",

o        seniors,

                                       11
<PAGE>


o        retirees, and

o        key consumer and trade media.

     The public relations  program will address both the significant  promise of
the broad  consumer  market for PCs and the pent up desire of a large  number of
computer-less  people wanting to access the Internet,  send and receive e-mails,
run  computer  applications  and help  educate  their  children.  The key "media
message points" differentiating MyTurn.com from all of its competitors will be:

o        ease-of-use,

o        usefulness,

o        ease of set up,

o        mass merchant availability, and

o        price.

Merchandising Strategy

     MyTurn.com, with one of its marketing consultants,  is planning,  designing
and implementing a multi-faceted,  consumer-oriented  and coordinated  packaging
and  merchandising  campaign.  This program is being designed to achieve optimum
results through  targeted  retail  channels.  Since consumers  shopping in these
retail stores do not expect any  significant  sales help,  it is very  important
that the  packaging  and point of purchase  materials  help complete the selling
job.

Advertising Strategy

     If our five-market launch is successful, we plan a comprehensive television
and  printadvertising  campaign  to roll  out  the  GlobalPC  personal  computer
nationwide in the fall of 2000.  This campaign,  integrated  with a major public
relations  effort and a dynamic  merchandising  program,  is designed to achieve
consumer  awareness  and market  success.  The current  advertising  positioning
targets the largest portion of the U.S.  population that continues to sit on the
sidelines,  waiting for the computer  industry to address  their  concerns.  The
advertising campaign highlights the fact that the industry has failed to address
consumer  needs until now. The GlobalPC is touted as "The  Computer  You've Been
Waiting For."(TM)

Product Roll Out

     MyTurn.com  plans to introduce its product in five markets in the summer of
2000.  Indianapolis,  Tampa,  Minneapolis  and Portland were  selected  based on
traditional  packaged  goods  test  market  criteria.  Also,  New York City will
provide a major public relations

                                       12
<PAGE>

opportunity that we believe may be extended on a national basis. The five-market
rollout will enable  MyTurn.com to refine its  positioning and messages prior to
the  national  launch and will  create a media  "buzz"  about the product in the
months leading up to the national product launch.

     In order to test optimal advertising  spending levels as well as to measure
consumer  demand for its product,  MyTurn.com  will test varying media  spending
levels in the test markets.

Sales and Distribution Strategy

     MyTurn.com  intends  to put  GlobalPC  personal  computers  into  major and
secondary mass  retailers by addressing  each of the issues that have caused PCs
to lose mass distribution. From the consumer's perspective, these issues include
an expectation of high prices,  technical intimidation and fear or obsolescence.
From the mass  retailers'  perspective,  these issues  include  inventory  risks
resulting  from high prices,  low margins,  complexity  and rapid  obsolescence.
Instead of hundreds of products, add-ons and programs, MyTurn.com will offer one
computer and three to four peripherals. All of MyTurn.com's price points will be
under  $300.  The  ease-of-  use and  ease of set up,  useful  bundled  software
applications,  packaging,  merchandising,  and marketing campaign will eliminate
the need for dedicated salespeople to sell our product.

     MyTurn.com's  primary  target  customer  shops  at these  retail  locations
frequently as opposed to the computer  super stores and office supply  warehouse
locations.  This makes the GlobalPC  product a natural fit for these  merchants.
These retailers would like to capture a portion of the  multi-billion  dollar PC
market. To support these retailers, MyTurn.com is designing a mass market - mass
retail  product  and  program  from  the  ground  up.  Advertising,   packaging,
merchandising  and public  relations  are all being  developed  to  specifically
support the mass retailer.

Sales Plan

     MyTurn.com  is  currently   exploring  the  engagement  of   manufacturers'
representative organizations to serve as its primary sales force for 2000. These
independent third party contractors have long-standing  top-level  relationships
with all the major target  accounts and they offer the fastest method of getting
in front of the key decision-makers at each account. We believe that these local
representatives  have the ability to move our product  presentation quickly from
the buyer level through to senior management at each of our key target accounts.
MyTurn.com  expects to compensate  manufacturers'  representatives on a variable
commission  basis of a few  percentage  points of net product  shipments;  their
financial  remuneration  and  industry  reputations  will  be tied  directly  to
MyTurn.com's  market success.  MyTurn.com  cannot assure that  arrangements with
these manufacturer's representative organizations will be secured.

Distribution Plan

         The primary method of distribution to MyTurn.com's target customer base
will be through the mass merchant channel. The mass merchant channel consists of
large,  multi-outlet,  regional and national retailers such as Wal-Mart, Target,
K-Mart, Sears, Meyer, Toys R Us,

                                       13
<PAGE>

Montgomery Wards,  Ames, Hills,  Bradlee's,  and Fred Meyer. In addition to mass
merchants,  GlobalPC's will be sold in electronic  superstores like Best Buy and
the electronic  mall stores like Babbages and Electronics  Boutique.  Currently,
MyTurn.com has no agreements with these companies or other  retailers.  Although
it expects to receive  purchase orders from certain of these companies  starting
in the summer of 2000 in connection  with its market roll out and after that, no
assurance can be given that this will happen.

     Some of these accounts represent a very non-traditional  method of bringing
computing solutions to mass consumers. The MyTurn.com target customer has echoed
a serious  level of  frustration  in trying to purchase a computer from the more
traditional  super stores like CompUSA and Circuit  City.  While these remain as
possible  account targets for  MyTurn.com,  they will not be at the forefront of
our launch strategy. The GlobalPC personal computer will be positioned where our
customers  already  shop.  It is  believed  that a  vast  portion  of  the  U.S.
population visit Wal-Mart and K-MART several times per month. This high traffic,
high  visibility  environment is perfectly  suited for the consumer  positioning
that defines MyTurn.com.

     The GlobalPC,  as a low priced  solution that is easy to use will also open
secondary targets for MyTurn.com. Wholesale Clubs such as Sam's Club, Costco and
B.J.'s  will be  involved  as the  GlobalPC  reaches a higher  level of consumer
penetration. MyTurn.com will market specific bundles to this channel in order to
protect the perceived value of the product.

     An entirely  different  channel is also open to MyTurn.com.  MyTurn.com has
targeted on air shopping channels and the infomercial circuit with accounts like
QVC and Home  Shopping  Network.  Both have  expressed  high interest in helping
MyTurn.com  introduce  this product,  although no agreement with either has been
reached,  nor can we assure  that we will  enter into an  agreement  with any of
them.  The  significant  value in this  channel is in the  television  exposure.
MyTurn.com  is  exploring  the  possibility  of running  infomercials  that will
generate  excitement about the GlobalPC in its consumer  target.  The real value
will be in the heavy exposure and targeted  selling  message toward our customer
base.  For every  person that decides to purchase off the air, we will educate a
multitude that will have the option to purchase in the retail environment.  This
television  coverage will be a cost-effective and powerful complement to our own
advertising campaign.

Channel Marketing

     MyTurn.com  will  support  its retail  environment  with a highly  targeted
channel  marketing  effort.  Market  development  funds  will  be  accrued  as a
percentage  of revenues and these funds will be made  available to  MyTurn.com's
major retailers under the MyTurn.com Co-op and Market Development Fund programs.
The funds  will used to support  several  different  programs,  such as point of
purchase displays, merchandising and training support.

     Several  different  "point  of  purchase"  displays  will be  available  to
MyTurn.com's  key accounts.  They  include:  a "flip book" display that provides
valuable consumer information; a "video" display that provides a continuous loop
presentation of the MyTurn.com experience; a "demo unit" display that includes a
product mockup with a self-running  demonstration of the

                                       14

<PAGE>

product itself. Each of these display concepts will be tested during the rollout
phase to  determine  which are best  suited to which  accounts  and thus  enable
MyTurn.com to fine tune its display strategy.

     In-store  merchandising  efforts and training will be employed for building
consumer  awareness.  These  efforts  will  include  store  visits by  outsource
merchandisers  to  install  additional  point  of  purchase  materials,  such as
shelf-talkers,   posters  and   brochures  and  ensure  full   compliance   with
MyTurn.com's  end-cap and display  programs.  In-store  merchandisers  will also
provide front line training to the store personnel.

     Training  will  also be made  available  in the form of  videotapes,  sales
brochures  and  MyTurn.com's  own  extranet.  This  extranet  will make training
materials,   advertising  materials,   quizzes,  promotions  and  other  support
materials  available to our retailers through a password protected web site. All
of these  materials  will be used to enhance the sales  knowledge  of our retail
store  personnel  and  make it easy  for the  retailers  to  develop  their  own
"MyTurn.com approved" marketing activities.

International Strategy

     MyTurn.com  plans  to  expand  into   international   markets  following  a
successful  launch in the United  States.  Home PC  penetration is much lower in
most  other  countries  than in the  United  States.  MyTurn.com  expects  price
elasticity to be even greater in international  markets where disposable  income
is lower.  Also,  while most of the same purchase  criteria  apply like ease-of-
use, price and availability,  the worldwide  ownership of home PC's is far below
that of the U. S. home PC market.

     To  achieve  its  international  business  goals,  MyTurn.com  will  pursue
strategic partnerships to enter markets quickly and efficiently,  while building
a consistent  global brand identity that will exploit  economies of scale but be
locally   implemented.   By  entering  into   strategic   marketing  and  equity
partnerships  with leading  consumer-marketing  companies in each  international
market,  MyTurn.com will be able to select and access  opportunities  to quickly
become a leading  "consumer"  PC globally.  We cannot  assure that we will enter
into these strategic  partnerships  and if we do, we cannot predict if they will
be successful.

     MyTurn.com  will focus initially on three major  geographic  targets in its
international marketing efforts:

o    mature/established  English language  markets with appropriate  parallel
     distribution channels and infrastructure, such as Canada, Australia and the
     United Kingdom,

o    key growth markets,  such as the other western European countries,  Japan
     and Latin American countries, and,

o    emerging and developing markets, such as China and India.

                                       15
<PAGE>


     In order to  prepare  the  software  platform  and  applications  for these
markets,  MyTurn.com  will, in parallel with market  development  and partnering
activities,  engage the services of software and Internet localization outsource
companies  for the European  and Far East  markets.  The  software  localization
efforts are  expected to commence in late fourth  quarter of 2000 with a Spanish
language suite,  including  appropriate  variations for Mexico,  Spain and South
American countries.  In the second quarter of 2001,  MyTurn.com plans to develop
systems for certain  Asian  markets  based on its double byte  character  scheme
feature which is already incorporated in the GEOS operating system.

     As noted, our timing of our foreign  marketing efforts hinge on the success
of the  launch of our  GlobalPC  product in the United  States.  Therefore,  the
timing of  international  operations  could be delayed or suspended if we do not
meet our  domestic  marketing  goals  are not met or are met over a longer  time
period than we anticipate.

Intellectual Property Rights and Licenses

     MyTurn.com's  GlobalPC  system and operating and  application  software are
based on internally developed and owned technology, software licensed from third
parties,  and  enhancements  to certain third party  software which is permitted
under MyTurn.com's licenses for such technology.  MyTurn.com's technology is not
patented, nor has MyTurn.com obtained or applied for, copyright registration for
its  software.   The  configuration  and  specifications  of  our  products  and
integration,  bundling  or  embedding  of the  technology  which  comprises  our
products are protected as a trade secret.

     MyTurn.com  relies  substantially on its Technology  License Agreement with
Geoworks  Corporation  for a  non-transferable  license  for the GEOS  operating
software  embedded in GlobalPC  personal  computer.  This  license is for a term
expiring on December  31, 2004 but may be renewed for at least one year terms on
mutually agreeable terms if MyTurn.com meets certain royalty payment thresholds.
Also,  the  license  for the GEOS  software,  specifically  for use in  personal
computers like the GlobalPC  Device,  will be exclusive to MyTurn.com so long as
MyTurn.com  maintains certain royalty payment and other performance  thresholds.
MyTurn.com  cannot assure it will be able to meet the thresholds and perform its
obligations to obtain and maintain exclusivity or even to keep the license.

     If MyTurn.com loses the license for the GEOS software, it will be unable to
manufacture or sell the GlobalPC Device. If MyTurn.com loses the exclusive right
to use GEOS software in GlobalPC Devices, it could face intense competition from
substantially the same type of products which could contain the GEOS software.

     MyTurn.com also has a non-transferable,  exclusive sublicense from NewDeal,
Inc., also a Geoworks  licensee,  for the GEOS operating  system for use in hard
disk or other  non-solid  state mass storage  devices.  The sublicense  does not
cover certain markets which MyTurn.com  believes will not  meaningfully  compete
with MyTurn.com. The sublicense is for a term expiring on December 31, 2003, but
may  be  renewed  for  successive  one-year  terms  if  certain  conditions  for
exclusivity  are met. The  sublicense  will be  exclusive so long as  MyTurn.com
maintains certain royalty payments and other performance thresholds.  MyTurn.com
cannot  assure  it will

                                       16
<PAGE>

be able to meet the  thresholds  of, and  perform  its  obligations  under,  the
sublicense,  or maintain the exclusivity  of, or even keep the  sublicense.  The
sublicense is also subject to the license between  Geoworks and that third party
being in effect during the term of the  sublicense.  If MyTurn.com were for some
reason to lose the  sublicense,  the roll out of the  GlobalPC  Device  could be
delayed  until  approximately  the end of 2000.  This  estimated  delay would be
related to the time  necessary  to develop a  solid-state  product  which  would
bypass the  NewDeal  sublicense  and rather  fall  under  MyTurn.com's  existing
license directly with Geoworks.

     MyTurn.com requires that every employee and consultant sign an agreement of
non- disclosure and assignment of development  rights.  MyTurn.com  believes the
complexity  and total  technology  integration  of  MyTurn.com's  products  best
protects  its trade  secrets.  MyTurn.com  cannot  assure that the  intellectual
property and contractual  rights on which it relies to protect its  intellectual
property  and  confidential  and  proprietary  information  will provide it with
meaningful protections.

     Additionally, MyTurn.com cannot assure that it will continue to maintain or
renew its existing application software licenses.  In such case,  MyTurn.com may
have to change certain  software  applications  contained in the GlobalPC and in
its  Web-Site.   This  may  adversely   effect  the  competitive   advantage  of
MyTurn.com's products,  which ultimately could have a material adverse effect on
its business and prospects.

OEM Strategy and Business Development

     The primary  hardware  product is designed  to take full  advantage  of the
advances  in  the  Internet  and to  provide  OEM  partners  and  suppliers  the
opportunity  to share in the  downstream  revenue from the  e-commerce  that the
GlobalPC system and the MyTurn.com Web portal is expected to generate.

     A key feature is the  inclusion  of four "hot  button" keys on the GlobalPC
keyboard dedicated to direct Internet access. These keys will be licensed to the
major  e-commerce  players,  and will thus point the new users directly to these
sites. See Item 1 - "Business-Products and Services - Hot Buttons."

OEM Products

     The GlobalPC  product  suite of  MyTurn.com  includes two separate  systems
internally  referred to as the "Classic" and the "Solid-state",  both with a set
of four hard-wired web buttons per system that point to pre-configured web sites
and/or portals,  and the MyTurn.com portal program.  It is expected that a major
share of MyTurn.com  revenue and the ongoing  revenue  stream  potential for OEM
partners  will be generated  through the use of the  hard-wired  buttons and the
MyTurn.com  portal.  See Item 1  "Business-Products  and  Services -  MyTurn.com
Online Services."

                                       17

<PAGE>

OEM Target Customers

     The  scope  of  potential  OEM  customers  for  MyTurn.com  comes  from the
following traditional business sectors:

o        Consumer Electronics.

o        Traditional PC vendors.

o        Cable  TV operators.

o        Set top box/cable providers.

o        Telecommunications companies.

o        Wireless telecommunications companies.

Competition

     MyTurn.com's  portal is not alone in pursuing the large untapped  potential
of U.S.  homes that are not connected to the Internet.  America Online and other
major ISPs have  initiatives  underway to attack this  market.  These  competing
services have two vehicles for expanding their home subscriber base:

o        low cost Windows-based PCs, and

o        Internet appliances.

These  devices  are  competitive  with the  GlobalPC  and  MyTurn.com's  portal.
However,  the market is very  large - as many as 60 million  homes - and for the
reasons  outlined  below,  MyTurn.com  believes  it  has an  attractive  product
offering  for  new  users  and it  will be in the  forefront  of new  subscriber
acquisition.

Low Cost PCs

     In  the  near  term,   MyTurn.com  expects  that  leading  and  established
technology and  telecommunication  companies will primarily acquire customers in
MyTurn.com's  target market through bundling operating and application  software
with low cost PCs.  While  sub-$1000  PCs are  primarily  selling to existing PC
owners who are upgrading, some new market penetration is occurring.

     We  believe  GlobalPC  has four  significant  competitive  advantages  over
traditional PCs in selling to the non-PC household:

o        ease-of-use,

                                       18

<PAGE>

o        price,

o        distribution outlets and

o        reliability.

     The market  targeted  by the  GlobalPC  is mainly  comprised  of very price
sensitive  consumers and price  advantage is a  competitive  edge. A significant
factor driving the GlobalPC price  advantage is that the license fees we pay for
the operating system and any bundled office  applications and the microprocessor
- - which  accounts for a  substantial  cost in  manufacturing  and selling  lower
priced personal  computers - is not significant.  In sub- $500 PCs these license
fees tend to be one of the largest  cost-of-goods-sold item. MyTurn.com licenses
the Geoworks GEOS operating system and productivity suite exclusively for use in
personal  computers  like  the  GlobalPC  devices  at  a  relatively  low  cost.
MyTurn.com  has made or  acquired  significant  improvements  to this  operating
system. The performance of the GEOS software as enhanced by MyTurn.com  software
drives the second price advantage. We believe this operating system is much more
efficient  than those of our  competitors,  allowing us to use a less  expensive
microprocessor  and less  random  access  memory  than our  competitors  do, yet
deliver higher  performance to the consumer.  See Item 1  "Business-Intellectual
Property."

     Distribution  is  another  significant  advantage  MyTurn.com  will have in
signing up new subscribers.  The highly competitive PC hardware business has led
to narrow retail margins for over $1000 PCs. The margins are even thinner in the
sub-$500  category.  As a result,  most mass  retailers  are not carrying PCs in
their outlets. For example Wal-Mart only carries PCs in about one-quarter of its
stores.  However,  through the cost advantages  outlined above,  MyTurn.com will
sell its unit to retailers at a cost which will allow the  retailers a much more
meaningful mark- up. See Item 1- "Business-Sales and Distribution Strategy."

Internet Appliances

     While  traditional  PCs  are not in many of the  stores  where  our  target
customer shops, a new class of devices called Internet Appliances might prove to
be more significant  competition.  From WebTV to Internet phones,  manufacturers
and service  providers have a number of initiatives to bring Internet  access to
consumers through a variety of new devices. While MyTurn.com believes that these
devices  will meet with a certain  measure of success,  we believe they will not
significantly  curtail MyTurn.com's success in the market segments MyTurn.com is
targeting.  One of MyTurn.com's  major advantages over traditional PCs - ease of
use - is diminished with this category, but the PC functionality becomes a major
competitive  advantage.  Current Internet appliance designs do not provide local
productivity  software (i.e.  word processor,  spreadsheet,  etc). In homes with
school age children,  productivity software is essential. For example,  students
need to create  papers  and  reports  with the  information  they glean from the
Internet,  including e-mail messages containing file attachments which otherwise
could not be opened or read.

                                       19

<PAGE>

     Internet  appliances  also  have  a  significant  marketing  communications
challenge.  It is difficult and expensive to educate the consumer on an entirely
new device  category.  MyTurn.com is able to leverage nearly 20 years of product
awareness  and pent-up  demand for personal  computers.  Personal  computers and
their benefits are well understood by the target market.

     Finally,  most Internet appliances offer no additional software.  Since the
GlobalPC  can easily run DOS  titles,  MyTurn.com  expects to offer  hundreds of
after-market games and educational titles to its customers over time. This large
library of DOS titles creates incremental  revenue  opportunities for MyTurn.com
and a more compelling value proposition for the consumer.  We cannot predict how
many of DOS  titles  we  will  offer  nor the  timing  as to when  they  will be
available.

General Competitive Factors

     It is important to note that many of our competitors have much greater name
recognition and financial resources than we do. Our product offerings in each of
our product categories are also relatively small compared to the wide variety of
products  offered by many other  Internet  service  providers  and  hardware and
software manufacturers.  There can be no assurance that our business and results
of  operations  will  not  be  affected  materially  by  market  conditions  and
competition in the future.

     Many of the our current  and  potential  competitors  in all of our markets
have longer  operating  histories,  larger  customer  bases,  and  significantly
greater  financial,  marketing,  technical  and  other  resources  than  we  do.
Furthermore,  some of these  competitors enjoy greater brand recognition than we
do.  In  addition,  certain  of our  competition  may be  acquired  by,  receive
investments  from, or enter into,  other commercial  relationships  with larger,
well-established  and  well-financed  companies as use of the Internet and other
online services increases.  We cannot assure you that we will be able to compete
successfully against current and future competitors.

Technical Support

     Initially,  technical  support is being outsourced to an experienced  third
party technical support vendor, National Service Center L.L.C.. NSC was selected
for their vast  experience  supporting  modem products for 3Com and will provide
MyTurn.com with up-to-date systems to manage response times, call loads, problem
and knowledge bases. NSC will provide  technical  support services via telephone
and e-mail,  process product warranty  registrations,  and provide assistance in
maintaining   the  technical   support  area  of  our  portal  with   up-to-date
information. MyTurn.com expects its technical support to be fully operational by
the end of April 2000 to support  the initial  market roll out of the  GlobalPC.
The  MyTurn.com  user  will be able to  access  technical  support  through  the
MyTurn.com  network,  e-mail or a toll free  telephone  number.  It is currently
planned that under the  agreement  with NSC customer  care  technicians  will be
available on a 24 hours/seven  days a week basis.  The agreement with NSC is for
one year with successive  one-year  extensions  unless either party notifies the
other of its intention not to renew the agreement 60 days for the initial or any
renewal  term.  The  agreement  may also by terminated by

                                       21
<PAGE>

NSC during any renewal  term upon 30 days  notice for any reason.  Additionally,
each party may terminate  this  agreement if the other breaches it and it is not
cured as provided in the agreement.  NSC's  compensation  under the agreement is
based on time spent on certain services and volume of certain services.

Operations, Manufacturing and Facilities

     Our underlying  operational strategy is to utilize outsource services where
possible and where it makes  economic and business  sense.  This  variable  cost
strategy allows  MyTurn.com to leverage  specific and  specialized  expertise in
these areas,  and to concentrate  MyTurn.com's  resources on the development and
marketing  of our  products.  MyTurn.com  intends  to utilize  turnkey  contract
manufacturers to source  sub-components and manufacture  finished product to our
specifications.   MyTurn.com  will  provide  overall  production   planning  and
manufacturing  logistical  coordination.  While  MyTurn.com  will  leverage  our
manufacturing  partners' component buying power,  MyTurn.com will also assist in
the procurement of long lead-time and specialty components.

     MyTurn.com intends to partner with existing suppliers of certain peripheral
products who will OEM their existing products to MyTurn.com. These products will
undergo minimal  cosmetic  modifications to MyTurn.com  specifications.  Certain
products,  although packaged under the GlobalPC or brand name, may be co-branded
where it is felt that positive  brand image  transfer will enhance  MyTurn.com's
market position and acceptance.

     MyTurn.com  maintains a central design and development  facility located at
its headquarters in Alameda,  California.  The bulk of system manufacturing will
be handled by manufacturing  partners located in the U.S. as well as partners in
Asia.  MyTurn.com  is currently  negotiating  relationships  with  manufacturing
partners, but no agreements have been reached.

     Our  GlobalPC  product  will  be  manufactured  for  us  by a  third  party
manufacturer  against  purchase  orders,  under  general  terms  of a  36  month
agreement  which  is  renewable  for  additional  one  year  terms  upon  mutual
agreement.  An  initial  purchase  order has been  proposed  for  100,000  units
deliverable  over a 20 week span  commencing in May 2000.  The purchase order is
yet  to  be  accepted  by  the   manufacturer   which  is  a  condition  to  its
effectiveness.  Additionally,  the purchase order is conditioned upon MyTurn.com
obtaining  a  letter  of  credit  of  $100,000,000  by April  25,  2000 on terms
satisfactory to MyTurn.com to secure payment of this and future purchase orders.
No  assurance  can be given  that the  purchase  order will be  accepted  by the
manufacturer such a letter of credit will be available to MyTurn.com on a timely
basis or at all. If such a letter of credit is not obtained,  the purchase order
is null and void.  We believe that if we lose such  manufacturer  for any reason
and have to  secure  another  manufacturer,  which we  believe  will be  readily
available,  to manufacture the GlobalPC Device to our  specifications,  we could
experience  a delay  of  approximately  90 days in  replenishing  inventory.  If
inventory levels are low, this could delay the filling of orders.  This in turn,
could erode  customer and  relationships  and  confidence,  and cause us to lose
customers and orders from customers.

                                       22

<PAGE>

Currently MyTurn.com does not have any orders for the GlobalPC,  although it has
received indications of interest.  MyTurn.com cannot assure these indications of
interest  will  become  orders  or that it will  obtain  orders  from any  other
sources.

Employees and Consultants

     MyTurn.com and its operating  subsidiary currently have 45 employees in the
following departments:  Software Development,  Hardware Development,  Marketing,
Sales, Business Development, Operations, Finance and Administration.

     We believe that our  relationship  with our  employees and  consultants  is
satisfactory.

Certain Risks Relating to the Implementation of MyTurn.com's Business Plan.

     Our  success  is  based on our  ability  to  implement  our  business  plan
described throughout Item 1 - "Business" above.

     As noted in the  "History and Recent  Developments"  section  above,  until
January  1999,  we  were  engaged   primarily  in  the  business  of  designing,
developing,  licensing,  installing and servicing computer  application software
systems for law enforcement and public safety  agencies,  and in January 1999 we
commenced   our   e.TV   Business   of   selling   Internet,   e-commerce,   and
telecommunications  products and services through a referral  network  marketing
system of independent  representatives.  In July, 1999 we sold the public safety
software  business,  closed our network  marketing sales activities and assigned
our rights to receive long  distance  revenues  from UniDial to an  unaffiliated
third party. As also noted above, we are currently  developing and marketing the
GlobalPC  which we expect to roll out in the summer of 2000.  However we have no
operating  history with respect to the  development  and sale of the GlobalPC on
which to base an evaluation of our business and prospects.

     Our  prospects in the business of  developing  and selling the GlobalPC and
related  products  and  services  must be  considered  in  light  of the  risks,
uncertainties,  expenses and difficulties frequently encountered by companies in
their early stages of a new line of business,  particularly companies in new and
rapidly evolving markets such as development and the sale of high technology and
telecommunications  products and  services,  and online  e-commerce.  To address
these risks and uncertainties, we must, among other things:

 o         enhance our brand-name recognition for the GlobalPC,

 o         establish and maintain active business relationships with mass
           merchandise retailers and obtain significant orders from them
           regularly,

 o         implement and execute our business plan and marketing strategy
           successfully,

 o         continue to develop, upgrade and enhance our technology and
           information-processing systems,

                                       22

<PAGE>


 o         maintain current and acquire new licenses for technology from third
           parties,

 o         provide superior customer service,

 o         respond to competitive developments,

 o         protect our intellectual property rights, and

 o        raise  adequate  capital to fund  initial  manufacture  of the
          GlobalPC, to fund marketing activities,  and to hire employees
          and engage consultants.

There can be no assurance  that we will be  successful in  accomplishing  all of
these things,  and the failure to do so could have a material  adverse effect on
our business, results of operations and financial condition.

     Additionally,  we believe that our growth and our  achieving  profitability
will depend in large part on our ability to:

o         gain retailer and user acceptance of the GlobalPC,

o         obtain significant orders from mass merchandise retailers for the
          GlobalPC,

o         establish a market for the GlobalPC and then increase our market
          share, and

o         provide our customers with superior Internet services and on-line
          commerce experiences through the use of the GlobalPC.

Item 2.           Description of Property

     MyTurn.com's executive offices are located at 960 Atlantic Avenue, Alameda,
California where it currently subleases approximately 9,350 square feet of space
from  Geoworks.  The  premises are held  pursuant to a sublease  that expires on
April 30, 2000 and provides for a base monthly rental of approximately  $18,700.
The sublease  provides that  MyTurn.com and Geoworks may renew the sublease on a
month-to-month  basis by mutual agreement,  however  MyTurn.com has signed a new
sublease with TCSI  Corporation for a larger facility and anticipates  moving by
April 15,  2000.  The new  space is  located  at 1080  Marina  Village  Parkway,
Alameda,  California  and includes  18,463 square feet.  The lease term is 4 1/2
years at a base rent of $55,389 per month.

     MyTurn.com also leases 2,258 square feet of administrative  office space at
333 North First Street,  Jacksonville,  Florida. The lease for this office space
is for five years  which  expires in March  2005.  The base annual rent for this
space is $48,766.

                                       23

<PAGE>

     Additionally,  MyTurn.com  is under a lease  agreement  for office space it
previously  occupied in Cedarhurst,  New York.  Although MyTurn.com is no longer
using this space, the lease does not expire until September 30, 2001. MyTurn.com
has sublet the majority of space to an unaffiliated  third party.  The remaining
obligation  to  the  Company  under  this  lease,   including  the   subtenants'
allocation, is $55,534.00.

     MyTurn.com  believes  that its  premises are adequate for its needs for the
foreseeable future.

Item 3.           Legal Proceedings

     None.

Item 4.           Submission of Matters to a Vote of Security Holders

     At MyTurn.com's  annual meeting of  stockholders  held on January 20, 2000,
the stockholders of MyTurn.com

o        elected R.E. (Teddy) Turner, IV and Louis Libin as Class III Directors,

o        approved an  amendment  to the 1996 Stock  Option Plan (the  "Plan") to
         increase  the  number  of  Common  Shares  issuable  under  the Plan to
         10,000,000 Common Shares,

o        approved an amendment to the Certificate of Incorporation to change the
         corporate name to MyTurn.com, Inc.,

o        approved an amendment to the Certificate of Incorporation to increase
         the number of authorized Common Stock to 60,000,000 shares, and

o        approved and ratified the appointment of PricewaterhouseCoopers, LLP as
         MyTurn.com's independent auditors for the year ended December 31, 1999.

         The number of votes with regard to the foregoing was as follows:

o         Election of Directors

<TABLE>
<CAPTION>
                                                              Voted for         Vote Withheld in
Nominee                                                       Election          Vote for Election
- -------                                                       --------          -----------------
<S>                                     <C>                     <C>                     <C>

R.E. (Teddy) Turner, IV        Class III Director            4,918,449               27,121
Louis Libin                    Class III Director            4,918,449               27,121
</TABLE>

o        Approval of Amendment  to 1996 Stock Option Plan to Increase  Number of
         Common Shares Issuable Under the Plan.

For: 2,717,154                     Against: 191,340           Abstain:   23,100

                                       24

<PAGE>

o        Approval of Amendment to Certificate of Incorporation to Change
         Corporate Name to MyTurn.com, Inc.

For: 4,912,753                     Against: 5,040             Abstain: 27,777


o        Approval of Amendment to Certificate of Incorporation to Increase
         Number of Authorized Shares of Common Stock to 60,000,000.

For: 4,767,363                     Against: 159,357           Abstain: 18,850


o        Approval and Ratification of PricewaterhouseCoopers  LLP as Independent
         Auditors for the Year Ended December 31, 1999.

For: 4,919,460                     Against: 9,285             Abstain: 16,825


                                       25


<PAGE>

                                     PART II

Item 5.    Market for the Registrant's Common Stock and Related Stockholder
           Matters

Market Information

     Upon completion of the Company's IPO on June 10, 1997, the Company's Common
Shares began trading under the symbol "CODI" on the Nasdaq SmallCap  Market.  On
March 5, 1999,  the Company  changed its symbol to "ETVC." On November 26, 1999,
the Company  changed  its symbol to "MYTN",  and on January 21, 2000 the Company
changed its name to  MyTurn.com,  Inc. See Item 4 - "Submission  of Matters to a
Vote of Security  Holders."  The  following  table sets  forth,  for the periods
indicated,  the range of high and low bid prices of the Company's  Common Shares
as furnished by The Nasdaq Stock  Market,  Inc. The  quotations  set forth below
reflect interdealer prices without retail mark-up,  mark-down or commissions and
may not necessarily represent actual transactions.

1998                                                    High       Low



         First Quarter  .............................$  9.75      $ 5.81
         Second Quarter .............................$ 15.13      $ 4.50
         Third Quarter  .............................$  6.25      $ 1.00
         Fourth Quarter .............................$  6.50      $ 1.13


1999                                                    High       Low

         First Quarter...............................$ 11.19      $ 2.56
         Second Quarter..............................$  7.25      $ 2.06
         Third Quarter.............................. $  5.50      $ 1.94
         Fourth Quarter............................. $  7.00      $ 2.00

     On June 8, 1999,  the  Company's  stock began  trading on the Berlin  Stock
Exchange and the Frankfurt Stock Exchange under the Symbol "CUD".  The following
table  sets  forth,  for the  periods  indicated,  the range of high and low bid
prices of MyTurn.com's shares as furnished by Dow Jones & Company, Inc.

1999                                                    High       Low

         Berlin Stock Exchange
         ---------------------
         Second Quarter (1)..........................$  6.80      $ 4.20
         Third Quarter ..............................$  5.20      $ 2.00
         Fourth Quarter .............................$  7.40      $ 1.90

         Frankfurt Stock Exchange
         ------------------------
         Second Quarter (1) .........................$  6.20      $ 4.20
         Third Quarter...............................$  5.20      $ 2.00
         Fourth Quarter..............................$  7.20      $ 1.80
 -----------
(1)      Commencing on June 8, 1999

                                       26


<PAGE>

Holders

     The Company has been advised by its transfer agent (American Stock Transfer
& Trust Co.) that the approximate  number of record holders of the Common Shares
as of February 29, 2000 was 123.

Dividend Policy

     Holders of the Company's  Common Shares are entitled to dividends  when, as
and if  declared  by the  Board  of  Directors  out of funds  legally  available
therefor.  The Company has not  declared or paid any  dividends  in the past and
does  not  currently  anticipate  declaring  or  paying  any  dividends  in  the
foreseeable  future. The Company intends to retain earnings,  if any, to finance
the  development  and expansion of its business.  Future dividend policy will be
subject to the discretion of the Board of Directors and will be contingent  upon
future   earnings,   if  any,  the  Company's   financial   condition,   capital
requirements,  general business conditions, and other factors.  Therefore, there
can be no assurance that any dividends of any kind will ever be paid.

Recent Sales of Unregistered Securities

     In  addition  to  the  sales  of  unregistered   securities   disclosed  in
MyTurn.com's  Quarterly  Reports on Form 10-QSB for the periods  ended March 31,
June  30  and  September,  1999,  MyTurn.com  sold  the  following  unregistered
securities during the period covered by this report.

     In May 1999  MyTurn.com  issued to Union  Atlantic  LC warrants to purchase
30,000 Common  Shares at an exercise  price of $5.22 per share which vest at the
rate of 5,000 Common Shares per month starting in June 1999 and are  exercisable
for a  three-year  period  expiring on May 31, 2002.  The  warrants  were issued
pursuant to a  consulting  agreement  relating  to  corporate  finance  advisory
services.

     In October 1999, MyTurn.com issued 25,000 Common Shares to Harvey Weinstein
pursuant to a settlement  agreement in  connection  with the action  encaptioned
Rugby National Corp., Harvey Weinstein and Credomaka Corp. v. Compu-DAWN,  Inc.,
- --------------------------------------------------------------------------------
Rugby Acquisition Corp. and Mark Honigsfeld.
- --------------------------------------------

     In November  1999  MyTurn.com  issued 50,000 Common Shares to its corporate
counsel in connection with services rendered.

     In November 1999,  MyTurn.com issued to eight designees of Joseph Charles &
Associates, Inc. warrants to purchase an aggregate of 60,000 Common Shares at an
exercise  price of $1.50  per  share,  vesting  upon  the date of  issuance  and
exercisable for five years. These warrants were issued pursuant to an investment
banking agreement.

     On December 16, 1999,  MyTurn.com issued 500 Common Shares to a holder of a
Bridge Warrant. The resale of such Common Shares is covered by MyTurn.com's Post
Effective  Amendment No. 1 to  Registration  Statement on Form SB-2 on Form S-3,
which was  declared  effective by the SEC on June 21,  1999.

                                       27

<PAGE>

     In December 1999,  MyTurn.com  issued to Geoworks  Corporation  warrants to
purchase  250,000 Common Shares at an exercise price of $4.50 per share, in cash
or  pursuant  to a net  issue  exercise,  vesting  on the date of  issuance  and
exercisable  for five years.  These  warrants were issued  pursuant to a license
agreement for the GEOS operating  system.  See Item 1 - "Business - Intellectual
Property."

     The above  transactions  were private  transactions  not involving a public
offering and were exempt from the registration  provisions of the Securities Act
pursuant to Section 4(2)  thereof.  MyTurn.com  determined  that the persons who
were issued the above securities were sophisticated investors. Such issuances of
securities  were  without  the  use  of an  underwriter,  and  the  certificates
evidencing  such  securities bear  restrictive  legends  permitting the transfer
thereof only upon  registration  of such  securities or pursuant to an exemption
under the Securities Act.

     In December 1999,  MyTurn.com  issued an aggregate of 740,000 Common Shares
at a price of $1.375 per share to nine persons who  MyTurn.com  determined  were
accredited  investors  within the meaning of Rule 501(a)  promulgated  under the
Securities Act.

     This transaction was a private  transaction not including a public offering
and  was  exempt  from  the  registration  provisions  of  the  Securities  Act.
MyTurn.com  determined  that the investors in this offering were  sophisticated.
This offering was undertaken through  MyTurn.com's  placement agent Hornblower &
Weeks,  Inc. The  certificates  representing  the Common  Shares  issued in this
private placement bear restrictive  legends permitting the transfer thereof only
upon  registration  of such  securities  or pursuant to an  exemption  under the
Securities Act.

Item 6.           Management's Discussion and Analysis or Plan of Operation

     The following management discussion and analysis of MyTurn.com's financial
condition  and  results  of  operations   should  be  read  in  connection  with
MyTurn.com's  Consolidated  Financial Statements and notes thereto,  included in
this Annual Report on Form 10-KSB starting on page F-1.

Introduction

     MyTurn.com  was  incorporated  in the State of New York on March  31,  1983
under the name Coastal Computer  Systems,  Inc. On October 18, 1996,  MyTurn.com
was  reincorporated in the State of Delaware under the name Compu-DAWN,  Inc. In
an effort to more directly  identify the organization  with its new vision,  the
corporate name was changed to MyTurn.com, Inc. on January 21, 2000.

     During the first two quarters of fiscal 1999, MyTurn.com was engaged in two
separate  lines  of  business.  In one,  MyTurn.com  engaged  in the  designing,
developing,  licensing,  installing and servicing of computer  software products
and systems predominantly for public safety and law enforcement agencies. In its
other line of business,  MyTurn.com,  through its wholly owned  subsidiary e.TV,
operated in the Internet,  e-commerce and telecommunications  business marketing
products and services primarily using a  relationship-based,  referral marketing
organization of independent representatives.

                                       28

<PAGE>


     In May 1999,  MyTurn.com  decided  to divest  itself of its  public  safety
software  business.  On July 2,  1999,  MyTurn.com  consummated  the sale of the
public safety software business division to an unaffiliated  third party. In the
transaction,  MyTurn.com  received  $500,000 in cash, and is entitled to receive
quarterly  software royalty payments ranging from 6.25% to 10% from future sales
of  products  containing  MyTurn.com's  technology  or to  former  customers  of
MyTurn.com's public safety software business.  The royalty is based on the funds
actually received by the public safety software business buyer from those orders
it receives  during the five years  subsequent  to the  closing of the sale.  To
date, royalty payments have been inconsequential.

     On June 29, 1999, MyTurn.com discontinued its relationship-based,  referral
marketing operations,  e.TV. This decision was made after MyTurn.com determined,
among other things,  that e.TV would not meet its revenue  projections  in 1999.
Additionally,  it was determined that a substantial  capital infusion would have
been required to sustain the business at current levels and to have been able to
achieve future growth. Even with a substantial  capital infusion,  the growth in
e.TV's revenues would not have been assured in the short or long term.

     In July 1999, MyTurn.com sold its independent  representative  database and
assigned its UniDial Communications,  Inc. ("UniDial") long distance business to
another network marketer of telecommunication products for $250,000 in cash.

     On July 30, 1999 MyTurn.com signed an asset purchase  agreement pursuant to
which  MyTurn.com,  through its wholly owned  subsidiary GPC Acquisition  Corp.,
agreed to acquire substantially all tangible and intangible assets of Global PC,
Inc. of Alameda, California. Global PC, Inc. had developed enhancements to GEOS,
a  simplified,  user  friendly,  low cost  computer  operating  system  owned by
Geoworks,  Inc. The GlobalPC  technology,  the GEOS software and other software,
offers a complete  hardware  and  integrated  software  solution  including  the
operating system and a set of applications such as: an Internet browser,  e-mail
capabilities,  word processing,  spreadsheet  functionality and gaming. The GEOS
operating  software  is to be  embedded  in a low cost  "easy  to use"  GlobalPC
personal computer,  along with the application  software developed by Global PC,
Inc.

     On December 22,  1999,  MyTurn.com  and GPC  Acquisition  Corp.  closed the
Global PC, Inc. asset acquisition. Contemporaneously,  MyTurn.com entered into a
Technology  License Agreement with Geoworks for a  non-transferable  license for
the GEOS operating software embedded in the GlobalPC personal computer. See Item
1 - "Business - Intellectual Property Rights and Licenses."

     MyTurn.com plans to continue to recruit,  train and maintain an experienced
team of  software  and  hardware  engineers  to support the  development  of its
expected GlobalPC  business.  This development team will be largely  responsible
for any future  modifications,  enhancements  and/or  changes  to the  operating
system. The "team" will also focus on the following major areas:

o        ease-of-use,


                                       29


<PAGE>

o        the online service and Internet access,

o        performance, and

o        software integration compatibility.

     In the  near-term,  MyTurn.com  intends to  manufacture a limited number of
GlobalPC Devices to be sold on a direct basis to consumers  through its Internet
site commencing second quarter of 2000.  MyTurn.com's  long-term objective is to
be a sublicensor of the GEOS  operating  system and hardware  reference  designs
with its integrated  suite of productivity  applications to national  brand-name
consumer-oriented hardware manufacturers.  Currently, no such relationship is in
place.  Accordingly,  in order to meet the anticipated first quarter 2000 direct
sales and second  quarter  retail sales demand,  MyTurn.com is  outsourcing  its
manufacturing  efforts on a contract basis to an unaffiliated  third party.  See
Item 1 - "Business - Operations, Manufacturing and Facilities."

     The GlobalPC asset acquisition  provides MyTurn.com with the opportunity to
generate revenue from five key areas:

o        Monthly  online  subscription  fees  -  Internet  subscription  revenue
         bundled with the sale of the GlobalPC appliance.

o        Banner advertising - the sale of advertising.

o        Keyboard  real  estate  "Hot-Buttons"  sales -  MyTurn.com  will have a
         unique  opportunity  to  sell  individual  keys on its  proprietary  PC
         keyboard  to  category  specific  vendors.   These  "Hot-Buttons"  will
         immediately launch the user to that vendor's web site.

o        License  royalties  -  revenue  derived  from  potential  manufacturing
         partners who will manufacture the GlobalPC product on an OEM basis.

o        Residuals  from online  shopping - as a full service  Internet  Service
         provider, MyTurn.com intends to seek residual commissions and overrides
         associated with third-party online e- commerce sales transacted through
         its portal.

o        Aftermarket sales - MyTurn.com  intends to sell comparable  aftermarket
         hardware and software through its portal.

See Item 1 - "Business - Products and Services."

     In consideration  for the assets and the assumption of certain  liabilities
from GlobalPC MyTurn.com has agreed to issue 634,284 shares of common stock, and
Class A Warrants to purchase up to 2,269,284 Common Shares,  Class B Warrants to
purchase up to  1,901,400  Common  Shares and Class C Warrants to purchase up to
383,000  Common  Shares.  All the warrants  have an exercise  price of $2.50 per
share.

                                       30

<PAGE>

     The Class A Warrants are  exercisable  until June 30, 2004 to the extent of
50%, 75% or 100% of the underlying  Common Shares  provided  MyTurn.com  reaches
certain performance milestones. The milestones require that there are 150,000 to
200,000,  200,001 to 250,000,  or 250,001 or more  subscribers  to  MyTurn.com's
Internet  services  who access the Internet  through the  GlobalPC  Device by no
later than March 30, 2002  respectively.  If there are less than 150,000 of such
subscribers by March 30, 2002, the Class A Warrants will not be exercisable  and
shall be automatically canceled.

     The  Class B  Warrants  are  exercisable:  (a) to the  extent of 30% of the
underlying Common Shares during the period commencing 90 days after the issuance
of the Class B Warrant and ending on the day before the fifth anniversary of the
issuance  date  (the  "Expiration  Date"),  (b) to the  extent of 23 1/3% of the
underlying Common Shares from each of the first, second and third anniversary of
the issuance date and ending on the Expiration Date.

     The Class C Warrants are exercisable from the first anniversary of the date
of issuance to the Expiration Date.

     The vesting of the Class A, B and C warrants are  accelerated  in the event
of a change in control of MyTurn.com. A change in control for this purpose is:

o       Any transfer of 50% of MyTurn.com's  outstanding Common Shares or voting
        power except in  connection  with any  acquisition  of Common  Shares by
        certain members of MyTurn.com's management.

o       The approval by MyTurn.com's  stockholders of a merger or  consolidation
        in which the pre-merger or pre-consolidation  stockholders of MyTurn.com
        do not  own  more  than  50% of  the  voting  power  of  the  merged  or
        consolidated entity.

o       The transfer of more than 50% of MyTurn.com's assets.

o       A change in the  composition  of the Board of  Directors  of  MyTurn.com
        where those  persons who were  directors at the  beginning of a calendar
        year and those  persons  elected as directors  during such calendar year
        with the approval of a majority of directors  then still in office cease
        to constitute a majority of the directors.

     Furthermore, notwithstanding the foregoing, the exercise of the warrants is
also  subject to  stockholder  approval  to the extent that the number of Common
Shares  to be  issued  upon  the  exercise  of the  warrants  and  otherwise  in
connection with the transaction are more than 20% of  MyTurn.com's'  outstanding
Common Shares as of December 22, 1999,  unless the exercise of warrants for more
than that number of Common  Shares  would not violate  applicable  Nasdaq  Stock
Market Rules.

                                       31

<PAGE>

Results of Operations

Revenues

     Revenues from continuing  operations,  for the twelve months ended December
31, 1999,  were $233,660  which  consisted  primarily of interest  income in the
amount of $203,155. This compared to revenues of $336,955, for the twelve months
ended  December  31,  1998,  which  consisted  primarily  of interest  income of
$236,271 and consulting fees of $100,000.

Costs and Expenses

     Costs  and  expenses  increased  $7,048,244  for the  twelve  months  ended
December 31,  1999,  from the same period in 1998.  The  increase was  primarily
attributable to the following:

o        an increase in general and administrative costs of $6,951,938 resulting
         from,

                  -        the  inclusion  of only a  half-year  of general  and
                           administrative  expense in the loss from discontinued
                           operations  for 1999 as  compared to  inclusion  of a
                           full year of general  and  administrative  expense in
                           1998,

                  -        a stock bonus of $1,761,550 awarded to officers and
                           directors during 1999,

                  -        the repricing of options previously granted to non-
                           employees resulting in charges of $58,451;

o        an increase in  depreciation  and  amortization  of $111,872  resulting
         primarily from  amortization of goodwill and licenses acquired in 1999,
         in the amounts of $73,630 and $24,188, respectively;

o        an increase in interest expense of $93,574 resulting primarily from a
         loss on investment in the amount of $91,629; and

o        an  increase  in costs  in  excess  of  internet  subscription  fees of
         $116,812  related to the  Internet  e.TV  Business  acquired in January
         1999.

         The consolidated loss from continuing operations, for the twelve months
ended  December  31, 1999,  was  $7,128,995  compared to income from  continuing
operations  of  $22,544  for the  same  period  in  1998.  This is  attributable
primarily to the increase in costs and expenses  from 1998 to 1999, as discussed
above.

     The consolidated loss from discontinued  operations,  for the twelve months
ended  December  31, 1999,  was  $6,792,222  compared to loss from  discontinued
operations of $2,806,096  for the same period in 1998. The increase in loss from
discontinued  operations of $3,986,126 is primarily  attributable to e.TV, which
began  operating  in the  Internet  access,  e-

                                       32

<PAGE>

commerce and  telecommunications  business in January  1999.  Such  discontinued
operations included, among other things:

o        the 1999  issuance  of 75,000  common  shares  valued at $389,063 to an
         unaffiliated  party  in  consideration  of such  party's  agreement  to
         provide certain support and administrative services to e.TV;

o        the write-off of the remaining loan balance of $592,318 from LocalNet
         in connection with the surrender of assets by LocalNet to e.TV, in
         January 1999; and

o        the mutually agreed upon termination of MyTurn.com's  former President,
         Chief Executive Officer and Secretary, Mark Honigsfeld during 1999, Mr.
         Honigsfeld  received  $167,000  in cash and 137,500  shares  (valued at
         $678,125) resulting in a compensation charge of $845,125 in 1999.

Income (Loss)

     For the twelve months ended December 31, 1999,  MyTurn.com  reflected a net
loss of $13,383,485 or a $3.29 loss per basic share as compared to a net loss of
$2,783,552 or a $.95 loss per basic share for the same period in 1998.  Net loss
per  diluted  share  was  $3.29  per share and $.73 per share for 1999 and 1998,
respectively. This increase in losses is primarily the result of the increase in
loss from  discontinued  operations of $3,986,126  and the increase in costs and
expenses of $7,048,244 from 1998 to 1999.

Cash Flows

     For the twelve months ended December 31, 1999, MyTurn.com utilized cash for
continuing  operations  of $2,721,277 as compared to cash provided by operations
of $52,412 in 1998 as a result of  MyTurn.com's  change in business  strategy to
exit certain businesses and focus on fund raising for the GlobalPC acquisition.

     Net cash  used in  discontinued  operations  for the  twelve  months  ended
December 31, 1999 was  $3,312,121  as compared to $1,330,626 in 1998 as a result
of the  inclusion in 1999 of the e.TV business for six months and the effects of
decisions made to exit certain businesses in 1999.

     Cash provided by investing  activities of $1,047,001  for the twelve months
ended December 31, 1999, was primarily the result of proceeds of $1,963,182 from
the sale of  marketable  securities,  and proceeds of $750,000  from the sale of
discontinued  operations,  offset  by  capital  expenditures  of  $124,935  from
discontinued operations and advances of $1,541,246 made to Global PC, Inc. prior
to  MyTurn.com's  acquisition of certain assets of Global PC, Inc. This compares
to cash used in investing  activities of $3,913,517  for the twelve months ended
December  31,  1998 which was  attributable  to the  purchase of  $2,000,000  of
marketable  securities and capital  expenditures of  discontinued  operations of
$1,913,517.


                                       33

<PAGE>

     Cash provided by financing  activities of $3,912,418  for the twelve months
December 31, 1999,  was  primarily  the result of proceeds  from the exercise of
stock options and warrants which aggregated $1,791,484 and proceeds from private
placement of common and preferred stock aggregating $2,177,468. This compares to
cash provided by financing  activities of $4,638,878 for the twelve months ended
December 31, 1998 which was primarily attributable to net proceeds of $4,723,146
from private placements of securities.

Liquidity and Capital Resources

     At December 31, 1999, MyTurn.com had a working capital deficit of $504,199,
a current ratio of (.77):1 and a debt to net worth ratio of .001:1.  At its year
ended December 31, 1998, MyTurn.com had working capital of $5,297,920, a current
ratio of 1:0 and a debt to net worth ratio of 0:1.  The erosion of  MyTurn.com's
working capital is primarily  attributable to losses experienced during the year
related to the  discontinued  operations as well as, the advances made to Global
PC, Inc., prior to MyTurn.com's acquisition of certain assets of Global PC, Inc.

     In October and November 1999,  MyTurn.com  undertook a private placement of
its  Common  Shares  through  its  placement  agent,  Hornblower  & Weeks,  Inc.
("Hornblower").  This offering was for a minimum of 370,000  Common Shares and a
maximum of 2,960,000  Common Shares,  at a price of $1.375 per share.  Investors
are entitled to "piggy-back"  registration rights for Common Shares purchased in
the offering.  Furthermore,  investors  are entitled to an additional  number of
Common  Shares if the five day average  trading  price of the  Company's  Common
Shares prior to the effective date of the  registration  statement  covering the
resale of those  Common  Shares is less than  $1.375 per share (the  "Adjustment
Price").  The number of additional  common shares to which an investor  would be
entitled to in that event would be calculated as follows.  First, the percentage
of the shortfall of the Adjustment  Price per share from $1.375 per share,  with
an  Adjustment  Price floor of $1.00 per share,  is  calculated.  Because of the
Adjustment  Price floor,  the calculated  percentage will be no more than 27.3%.
The shortfall  percentage is then  multiplied by the number of Common Shares the
investor  received in the offering to arrive at the number of additional  shares
he is entitled to.

     In its private offering, MyTurn.com raised gross proceeds of $1,017,500 for
740,000 Common Shares,  and the offering was then terminated by mutual agreement
of MyTurn.com and Hornblower.

     On November 3, 1999,  MyTurn.com  commenced a private  placement  of units,
each  consisting  of 25,000  Common  Shares and  12,500  common  stock  purchase
warrants through its placement agent  Hornblower,  at a price of $2.00 per unit.
Each  warrant is  exercisable  for a period of five years to purchase one common
share at a price of $3.00 per share.  Investors  are  entitled  to  "piggy-back"
registration  rights for Common Shares and underlying the warrants  purchased in
the offering. MyTurn.com raised gross proceeds of $1,350,000 from the sale of 27
units in such offering.

     With  respect  to  each  of  these  offerings,  Hornblower  received  a 10%
commission  and 3%  non-accountable  expense  allowance of the gross proceeds of
these offerings.

                                       34

<PAGE>

     At December 31, 1999, MyTurn.com had stock options outstanding to purchase
4,922,591 Common Shares at exercise prices ranging from $1.00 per share to $6.38
per share,  with  vesting  periods of 1 to 5 years and  having  remaining  lives
ranging from 4 to 7 years.  The number of options  reflected  as granted  during
1999 and the number of options  reflected as outstanding at December 31, 1999 in
the Consolidated  Financial  Statements differ from those reflected here, by the
number of options granted in 1999 to purchase in excess of the 2,000,000  Common
Shares  authorized  for issuance  under the 1996 Stock Option Plan (the "Plan").
Under Generally Accepted Accounting Principles,  the options granted to purchase
Common  Shares in excess of the Plan were not recorded  until  January 20, 2000,
when the  stockholders  approved an increase in the number of shares  authorized
for issuance upon the exercise of options granted under this Plan to 10,000,000.
During  1999,  MyTurn.com  received  $1,485,784  from the exercise of options to
purchase  701,847  Common  Shares.  At  December  31,  1999  options to purchase
1,212,237 Common Shares were fully vested and exercisable.  Although  MyTurn.com
hopes  the  options  will be  exercised,  if the  market  price of  MyTurn.com's
publicly traded Common Shares is less than exercise price of the options,  it is
unlikely  the  options  would  be  exercised.   Even  if  the  market  price  of
MyTurn.com's  publicly  traded stock is above the exercise  price of exercisable
options, there can be no assurance any of the options will be exercised,  and if
any are exercised, MyTurn.com cannot predict the number of options that would be
exercised or when the options would be exercised.

     At December 31, 1999, MyTurn.com had stock purchase warrants outstanding to
purchase 3,666,307 Common Shares at exercise prices ranging from $1.50 per share
to $13.62 per  share,  with  vesting  periods of 24 days to 27 months and having
remaining  lives  ranging from 3 to 5 years.  During 1999,  MyTurn.com  received
$305,700 from the exercise of warrants to purchase  101,900  Common  Shares.  At
December  31,  1999,  warrants to purchase  1,230,007  Common  Shares were fully
vested and  exercisable.  Subsequent  to December  31, 1999,  MyTurn.com  issued
warrants to purchase  1,640,000  Common Shares at exercise  prices  ranging from
$5.00 per share to $20.25 per share. Although MyTurn.com hopes the warrants will
be exercised,  if the market price of MyTurn.com's publicly traded Common Shares
is less than exercise  price of the warrants,  it is unlikely the warrants would
be exercised.  Even if the market price of MyTurn.com's publicly traded stock is
above the exercise  price of vested  warrants,  there can be no assurance any of
the warrants  will be exercised,  and if any are  exercised,  MyTurn.com  cannot
predict  the number of warrants  that would be  exercised  or when the  warrants
would be exercised.

     MyTurn.com  anticipates it will need additional capital in approximately 90
days to  continue  to develop  and  sustain  its  business  at  current  levels.
MyTurn.com believes obtaining  additional funding is essential to the successful
implementation  of both its short-term and long- range business plans,  and this
is one of the focuses of management. MyTurn.com is continuing to explore sources
of capital,  including  debt and equity  investments.  There can be no assurance
that any investor will make a debt or equity investment in MyTurn.com. If future
investments are made,  MyTurn.com  cannot assure that they will be made on terms
as favorable as MyTurn.com  would like nor can  MyTurn.com  predict at this time
the size of such an  investment.  If MyTurn.com  is unable to secure  additional
financing within 90 days, it will not be able to continue to develop its current
business plan. Consequently, MyTurn.com will have to scale back its operations.

                                       35

<PAGE>

     In March 2000,  MyTurn.com  received a financial  commitment  from  Michael
Fuchs, its recently  appointed Chairman of the Board and Interim Chief Executive
Officer to fund working capital  deficits of up to $500,000 per month for the 12
months  beginning  April 2000 if proceeds from  operations or other fund raising
efforts are not sufficient to meet  MyTurn.com's  working  capital  needs.  Fund
raising  opportunities are being explored but no assurance can be given that any
offerings will be undertaken or any agreements to raise capital will be reached.
Additionally,   MyTurn.com   received  a  commitment  from  certain  members  of
management who hold options to purchase up to 3,159,405  Common Shares that they
will exercise  these options on or prior to June 30, 2000.  That exercise  would
generate proceeds of up to approximately $8,100,000.

     See Note 15 "Subsequent  Events" to the Consolidated  Financial  Statements
about a discussion of a non-cash stock  compensation  charge that  MyTurn.com is
required to  recognize  pursuant to  generally  accepted  accounting  principles
relating to certain stock options granted in 19999 under MyTurn.com's 1996 Stock
Options Plan.  MyTurn.com will recognize the non-cash stock compensation  charge
of  approximately  $85,000,000  commencing  in the  first  quarter  of 2000  and
extending  over the vesting  period of those  options.  This  non-cash  earnings
charge will not impact MyTurn.com's cash flow or net stockholders' equity.

Year 2000 Issues

     The Year 2000  ("Y2K")  problem is the result of  computer  programs  being
written using two digits (rather than four) to define the  applicable  year. Any
of MyTurn.com's programs that have time-sensitive  software may recognize a date
using "00" as the year 1900  rather than the year 2000,  which  could  result in
miscalculations  or system  failures.  MyTurn.com  instituted  a Y2K  compliance
program, the objective of which was to determine and assess the risks of the Y2K
issue,  and plan and  institute  mitigating  actions to  minimize  those  risks.
MyTurn.com's  standard for compliance  requires  that, for a computer  system or
business  process to be Y2K  compliant,  it must be designed to operate  without
error  in date and  date-related  data.  MyTurn.com  believes  it is  fully  Y2K
compliant with respect to all significant business systems.

     MyTurn.com's Y2K plan consisted of four phases:

o        assessment and analysis of "mission critical" systems and equipment;

o        remediation of systems and equipment,  through  strategies that include
         the  enhancement  of new and  existing  systems,  upgrades to operating
         systems already covered by maintenance  agreements and modifications to
         existing systems;

o        testing of systems and equipment; and

o        contingency  planning which will address possible adverse scenarios and
         the potential  financial impact to MyTurn.com's  results of operations,
         liquidity or financial position.

All four phases of MyTurn.com's  Y2K plan have been  implemented,  and, to date,
MyTurn.com has not experienced any Y2K problems. However, management believes it
is prudent to maintain its  contingency  plans in the event any problems  should
arise in the future.

Contingency Plans

     MyTurn.com's  management developed a "worst-case  scenario" with respect to
Y2K non-  compliance and to develop  contingency  plans designed to minimize the
effects of such scenario.  Although MyTurn.com believes that it is very unlikely
that any of these worst-case  scenarios will occur,  contingency plans have been
developed and address both IT system and non-IT system

                                       36
<PAGE>

failure.

     If suppliers of services that are critical to MyTurn.com's  operations were
to experience  business  disruptions as a result of their lack of Y2K readiness,
their  problems could have a material  adverse effect on the financial  position
and results of operations of MyTurn.com. Although MyTurn.com has not experienced
any Y2K problems of any  suppliers.  However,  due to the change in focus of its
business  at  the  end of  1999,  MyTurn.com's  suppliers  are  changing  and no
assurance  can be  given  that  MyTurn.com's  suppliers  will  not  have any Y2K
problems.  The impact of a failure of readiness by critical  suppliers cannot be
estimated  with  confidence,  and the  effectiveness  of  contingency  plans  to
mitigate the effect of any such failure is largely  untested.  Management cannot
provide  an  assurance  that there will be no  material  adverse  effects to the
financial  condition or results of  operations  of MyTurn.com as a result of Y2K
issues. The statement  contained under the "Year 2000 issues" heading is subject
to protection under the Year 2000 Information and Readiness Disclosure Act.

Forward Looking Statements

     Except for historical  information  contained herein, the matters set forth
above  contain  forward  looking  statements  that  involve  certain  risks  and
uncertainties  that  could  cause  actual  results  to differ  from those in the
forward  looking  statements.  Potential  risks and  uncertainties  include such
factors set forth on page 1 of this Annual Report on Form 10-KSB under  "Forward
Looking Statements."

Item 7.        Financial Statements

     The audited financial  statements of MyTurn.com as at December 31, 1999 and
1998 and for the years then ended are  included  in this  Annual  Report on Form
10-KSB following Item 13 hereof.

Item 8.        Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure

     The disclosure called for by this Item was previously reported in a Current
Report on Form 8-K filed with the SEC on October 18, 1999.


                                       37

<PAGE>

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act

Directors and Executive Officers.

     The names and ages of, and the positions  held by, the  executive  officers
and directors of MyTurn.com are set forth below.

<TABLE>
<CAPTION>
                                                                                        Class of
Name                                  Age      Positions Held                         Directorship
<S>                                     <C>       <C>                                      <C>

Michael Fuchs                         54       Chairman of the Board,
                                               Interim Chief Executive Officer
                                               and Director                               II

Rudy C. Theale, Jr.                   25       Vice Chairman of the Board and
                                               Director                                   II

Robert E. (Teddy) Turner, IV          36       Director                                   III

Mark Bradlee                          50       Director                                   I

Brian Dougherty                       43       Director                                   I

Joseph Antonini                       58       Director                                   III

Jeffrey Coats                         42       Director                                   III

Harold Lazarus, Ph.D.                 72       Director                                   II

Christopher Liston                    39       Director                                   I

Paul Danner                           42       Executive Vice President,
                                               Office of the President                     -

David Greenspan                       34       Chief Financial Officer,                    -
                                               Treasurer and Secretary

Mike Nelson                           53       Chief Marketing Officer                     -

Denis Squeri                          41       Vice President, Corporate                   -
                                               Communications

Bob Lyells                            47       Vice President Manufacturing                -

Don Reeves                            32       Vice President Software Development         -

Dave Durran                           39       Vice President Hardware Development         -

</TABLE>


                                       38


<PAGE>

Michael Fuchs

     Michael  Fuchs has served as a director of  MyTurn.com  since January 2000.
Since  November  1995,  Mr. Fuchs has been an investor  and a consultant  in the
media business.  Mr. Fuchs was Chairman and Chief Executive  Officer of Home Box
Office,  a division of TimeWarner  Entertainment  Company,  LP from October 1984
until November 1995,  and Chairman and Chief  Executive  Officer of Warner Music
Group, a division of TimeWarner, Inc., from May 1995 to November 1995. Mr. Fuchs
is Chairman of Autobytel.com,  Inc. and he also has served as a Director of Wink
Communications  Inc.  since June 1998.  Mr.  Fuchs  holds a BA Degree from Union
College and a JD Degree from the New York University School of Law.

Rudy C. Theale, Jr.

     Mr.  Theale was named Vice  Chairman of the Board of MyTurn.com on April 4,
2000.  He served as Executive  Vice  President of  MyTurn.com  from January 1999
until November 19, 1999,  when he was elected  President.  He held that position
until  April 4,  2000.  He also  served  as the Vice  Chairman  of the  Board of
MyTurn.com  from June 8, 1999 until July 27, 1999,  and has served as a director
since  March 21,  1999.  Mr.  Theale has served as  President  and a director of
LocalNet  since April 1997,  where he was  primarily  responsible  for sales and
marketing efforts, and the general oversight of daily operations.  From February
1996 until  January 1997,  Mr. Theale served as President of SDI, Inc.  where he
was  primarily  responsible  for sales and  marketing  management as well as the
general  oversight of daily  operations.  At age seventeen  Mr.  Theale  founded
ReCom, a cellular phone refurbishing company,  which grew to $3 million in sales
the  first  two  years.  Afterwards,  he formed  SmartPhone  America,  a prepaid
cellular  business,  which  achieved  sales of more  than $12  million  in 1996.
SmartPhone was a pioneer in providing  cellular  telephone service to the market
segment that was unable to meet stringent credit  requirements of early cellular
providers.

Robert E. (Teddy) Turner, IV

     Mr.  Turner joined  MyTurn.com in January 1999 as Chairman of the Board,  a
position in which he served until  January 4, 2000. He was elected as a director
of  MyTurn.com  in March  1999.  Mr.  Turner  served as  MyTurn.com's  principal
executive  officer from May 1999 until  November  1999.  Mr.  Turner served from
December  1997 until  September  1998 as Chairman of the Board and President of,
Zekko Corp. ("Zekko").  Zekko operated  predominantly in the areas of technology
acquisition,  development and marketing.  From October 1996 until December 1997,
Mr. Turner served as the President of Turner Telecommunication,  an organization
which  concentrated  in the  acquisition  and  development of  telecommunication
products.  Mr.  Turner  specialized  in the  research  and analysis of potential
telecommunication  product acquisitions.  From June 1993 until October 1996, Mr.
Turner was a manager  with  Turner  Home  Entertainment,  a domestic  home video
company where he was  responsible for the  Southeastern  United States sales and
promotional  divisions.  Mr. Turner has been a director of All Seasons Vehicles,
Inc., a publicly traded manufacturer of track driven all season vehicles,  since
April  1997,  and  Chairman  of the Board of U.S.  Bison  Co.,  LLC an  Atlanta,
Georgia-based bison products marketing company. Mr. Turner sits on the Boards of
several foundations including

                                       39

<PAGE>

The Turner Foundation,  Inc., Jane Smith Turner Foundation,  the Georgia Chapter
of  Juvenile  Diabetes  Foundation,  the North  Florida  Chapter  of the  Nature
Conservancy and the City of  Jacksonville  Commission on Television and Film. He
also sits on the Board of Trustees of St. Mary's College of Maryland. Mr. Turner
holds a Bachelor of Science Degree in Business Administration from The Citadel.

Mark Bradlee

     Mr. Bradlee became a director and the Executive Vice President - World-Wide
Sales and Business Development of MyTurn.com in December 1999. Mr. Bradlee was a
founder of Global PC, Inc. and has served as the President  and Chief  Executive
Officer of Global PC,  Inc.  since April of 1998,  the time of Global PC,  Inc's
inception.  From  October  of 1992 to  October  of  1997,  Mr.  Bradlee  was the
Executive Vice-president of YES! Entertainment,  a toy manufacturer. In or about
June, 1999, a bankruptcy petition was filed with respect to YES!  Entertainment.
In his 28 year career he also, among other things,  managed the launch and sales
of Nintendo  from 1985 to 1987 and managed  Atari's  video game  business in the
U.S. in 1981.  Mr.  Bradlee holds a Bachelor's  Degree in Marketing  from Boston
College.

Brian Dougherty

     Mr.  Dougherty  became a director  of  MyTurn.com  in January  2000.  Since
January  1997  until  presently,  Mr.  Dougherty  has been  Chairman  and  Chief
Technology Officer of Wink  Communications  ("Wink") publicly traded interactive
television  software designer and provider of interactive  television  services.
From October of 1994 until January of 1997, Mr. Dougherty was Chairman and Chief
Executive  Officer of Wink. Mr.  Dougherty was one of the founders of Global PC,
Inc. and has been Global PC, Inc.'s Chairman and Chief Technology Officer.

Joseph Antonini

     Mr. Antonini's  successful career began in 1964 as a management  trainee in
the stockroom of a Pennsylvania  Kmart store from where he  successfully  worked
his way up to be named Chairman & CEO of Kmart Corporation,  the nation's second
largest  retailer.  Mr.  Antonini is credited with  expanding the company into a
global retailer and diversifying into other retail  businesses.  During his time
as  Chairman  of Kmart,  Mr.  Antonini's  accomplishments  included  updating 70
percent of the 2,350  stores,  introducing  the  prototype  Super  Kmart  Center
concept, and opening new markets in Alaska,  Hawaii, Long Island, New York City,
Guam and the Caribbean.  Mr. Antonini is credited with engineering the expansion
and growth of Kmart Specialty Division, the largest multi-specialty group in the
world.   Consisting  of  Sports   Authority,   Office  Max,   Builders   Square,
Borders/Walden Book Group, Warehouse Clubs and drug stores, this group generated
annual  revenues of more than $24 billion.  During his tenure as Chairman & CEO,
Mr. Antonini set company records for net profit of $941 million and market value
of $13 billion.  With an understanding of the mass markets,  Mr. Antonini helped
establish  successful  branding programs with names such as Jaclyn Smith, Martha
Stewart, Kathy Ireland, Fuzzy Zoeller and the Andretti Racing Team. He currently
serves as a Director of American Speedy  Printing,  Shell Oil Company,  Ziebart,
Inc. and Andretti Wine Group Ltd. and previously served on numerous other boards
including  NBD  Bank  and  Chrysler  Corporation.  He  prides  himself  with his
dedication to community  service and  volunteerism as displayed by the long list

                                       40

<PAGE>

of Antonini beneficiaries which include the Michigan Cancer Foundation, Boys and
Girls Club of Michigan,  Leukemia Society of America and United Way, and others.
He has received numerous awards including induction into the prestigious Horatio
Alger  Association of  Distinguished  Americans  along with Oprah  Winfrey.  Mr.
Antonini holds Honorary  Degrees from Detroit College of Law,  Central  Michigan
College and Kent College.  Mr. Antonini, a graduate of West Virginia University,
received the most Distinguished Alumni Award from his Alma Mater.

Jeffrey H. Coats

     Jeffrey  H. Coats has served as a Director  of  MyTurn.com  since  April 4,
2000.  Since July 1999, Mr. Coats has served as a Founder and Managing  Director
of the T. H. Lee,  Putnam Internet Fund. From April 1996 to July 1999, Mr. Coats
served as Managing  Director of the GE Capital  Equity  Capital  Group,  Inc., a
wholly owned subsidiary of General Electric Capital Corporation.  From September
1991 to April  1993,  Mr.  Coats  was also a  Managing  Director  of GE  Capital
Corporate  Finance Group,  Inc., a wholly owned  subsidiary of General  Electric
Capital  Corporation.  From  February  1994 to April 1996,  Mr.  Coats served as
President of Maverick Capital Equity Partners, LLC, and from May 1993 to January
1994,  Mr. Coats was a Managing  Director with Veritas  Capital,  Inc.,  both of
which  are  investment  firms.  Mr.  Coats is the  Chairman  of the Board of the
Hastings Group,  Inc., which filed for Chapter 11 bankruptcy in October 1995 and
confirmed a plan of  liquidation  in December  1997.  Mr. Coats is a director of
Krause's Furniture, Inc., autobytel.com, Inc., The Museum Company, Inc. and Wink
Communications,  Inc. Mr. Coats holds a B.B.A. in Finance from the University of
Georgia and an M.A. in  International  Management  in Finance  from the American
Graduate School of International Management.

Harold Lazarus, Ph.D

     Dr. Lazarus joined  MyTurn.com as a director in March 1997. He is presently
the Mel Weitz  Distinguished  Professor of Management at the Hofstra  University
Frank G. Zarb School of Business (the  "Hofstra  Business  School")  since 1980.
From 1973 to 1980, Dr. Lazarus  served as Dean of the Hofstra  Business  School.
Dr. Lazarus is an  organization  development  consultant who lectures in Europe,
Asia,  North America and South America on  leadership,  time  management,  total
quality  management,  managing  change,  effective  meetings,  problem  solving,
decision   making,   mission   statements,   management   by   objectives,   and
communications.  Dr.  Lazarus  was  Professor  of  Management  at the  New  York
University Leonard N. Stern School of Business for ten years, and he also taught
at  Columbia  University  Graduate  School of Business  and  Harvard  University
Business School. Dr. Lazarus has served on several boards of directors of public
companies in the past, including Ideal Toy Corporation,  Superior Uniform Group,
Inc.,  Facelifters Home Systems,  Inc., Stage II Apparel  Corporation,  Diplomat
Electronics  Corporation and Graham-Field Health Products,  Inc. Dr. Lazarus has
published seven books and 65 articles on business management. He also chairs the
board of Phi Beta Kappa Alumni of Long Island (New York). Dr. Lazarus received a
Masters of Science  Degree and a Doctor of Philosophy  Degree in Management  and
Marketing from Columbia  University's  Graduate School of Business.

                                       41

<PAGE>

Christopher Liston

     Mr.  Liston was  elected a  director  of  MyTurn.com  in March  1999.  From
December  1998  until  July  27,  1999  he  was  the  Vice  President,  Business
Development of LocalNet.  From May 1993 to September 1998, Mr. Liston was a Vice
President of Osprey Capital,  Inc., an investment  banking  company.  Mr. Liston
received a Bachelor  of Arts  Degree in  Political  Science  from the College of
Charleston in South Carolina.

Paul Danner

     Paul  Danner  served as  President  of  MyTurn.com  from  June,  1999 until
November 19, 1999 and Chief  Executive  Officer from  November  1999 to April 4,
2000 He is currently  Executive Vice  President,  Office of the President.  From
January 1999 until June 1999,  Mr. Danner served as Chief  Operating  Officer of
e.TV Commerce,  Inc., MyTurn.com's referral network marketing subsidiary,  which
ceased  operations in July 1999,  and from  September  1998 until  December 1998
served in the same  position for LocalNet.  In this position he was  responsible
for the oversight and direction of, among other things, LocalNet's network sales
operations,  supervising approximately 30 employees. From December of 1997 until
August of 1998,  Mr. Danner was the Vice  President - Operations of Zekko Corp.,
which operated predominantly in the areas of technology acquisition, development
and  marketing,  and  supervised  the  research  and  development,  finance  and
operations staff. From April 1997 to December 1997, he was the sole principal of
Technology Ventures, Inc., a provider of strategic planning, financial and other
consulting services. From 1991 to 1996, Mr. Danner was Vice president of Command
Communications, Inc., a designer, manufacturer and distributor of communications
products.  After earning a BS Degree from Colorado State University in 1979, Mr.
Danner  went on to serve with the United  States  Navy  flying the F-14  Tomcat.
Following  separation from active duty, Mr. Danner  completed the MBA program at
Old Dominion University. He also currently serves with the Naval Reserves and is
presently assigned to the Naval Air Warfare Center in Orlando, Florida.

David Greenspan

     Mr.  Greenspan has served as Chief  Financial  Officer of Compu-DAWN  since
December  1998. He was elected  Secretary and Treasurer of Compu-DAWN on May 17,
1999.  From December 1997 until  February 1999,  Mr.  Greenspan  served as Chief
Financial Officer and a director of LocalNet.  From March 1997 to December 1997,
Mr. Greenspan served as the Chief Operating Officer of PGA Tour Radio Network, a
national sport broadcasting company based in Atlanta,  Georgia. From August 1996
to March  1997,  he was the Vice  President,  Business  Affairs of Turner  Media
Consultants, a broadcast consulting company. From March 1994 to August 1996, Mr.
Greenspan  served as a project  manager for Atlanta Olympic  Broadcasting,  with
responsibility for planning and coordinating all television and radio operations
for the 1996 Summer Olympic  games.  Mr.  Greenspan  holds a Bachelor of Science
Degree in Accounting from Troy State University in Alabama.

                                       42

<PAGE>


Mike Nelson

     Mr. Nelson joined  MyTurn.com as its Chief Marketing Officer in March 2000.
From  March 1996 to June 1999 he worked  for GTE  Corporation  where he held the
position of Chief  Marketing  Officer for GTE Satellite  Entertainment  and Vice
President  Marketing  for  GTE  Interactive  Media.  While  there  his  Internet
marketing strategy increased product-driven Web site traffic from 63,000 to over
1,000,000  visitors per month.  Before that, from June 1993 to February 1996, he
was the Chief Operating Officer of Velocity,  Inc. Prior to this position,  from
June 1990 to March 1993,  Mr.  Nelson was Chief  Operating  Officer for Spectrum
Holobyte,  Inc. where he introduced 23 new products including Tetris, Falcon and
Star Trek with revenues  eventually  exceeding $250 million.  During his career,
Mr. Nelson has developed  and  introduced  over 30  interactive  software  brand
lines,  ten major  packaged  goods  brands  including  Clorox II, and launched a
satellite  television  service from DirecTV.  His unique combination of packaged
goods brand building, technology innovations and Internet strategy experience is
a valuable new addition.  Mr. Nelson holds an MBA degree from the  University of
California at Berkely.

Denis Squeri

     Mr. Squeri joined  MyTurn.com in December 1999 and serves as Vice President
Corporate Communications. From September 1998 to December 1999 he served as Vice
President  Sales of Global PC, Inc.  From  January  1998 to  September  1998 Mr.
Squeri served as Vice President,  Worldwide Sales for Quantum3D, where he played
a key role in  establishing  Quantum3D as the premier  graphics board  supplier.
Previously,  from October  1995 to January 1998 Mr.  Squeri held the position of
Vice  President  of  Sales  and  Marketing  for  MySoftware  Company,  where  he
established a major presence at retail and  ultimately  helped guide the company
into the Internet  service  sector.  Between July 1990 and March 1995 Mr. Squeri
was the Vice  President  Sales and  Marketing of Complete PC.  During his career
before  that he was Vice  President  of Sales  and  Marketing  for The  Learning
Company, establishing them as the leading children's software company and helped
pioneer the use of  consumer  marketing  models in the  software  industry.  Mr.
Squeri headed the division of Worlds of Wonder where he was  responsible for the
launch of the Nintendo Entertainment System and its rise to #1 in the video game
industry  with an 85% market share and $1.5 billion in sales in its second year.
He graduated  from the  University  of California at Berkeley with a Bachelor of
Arts Degree.

Robert Lyells

     Bob  Lyells  joined  MyTurn.com  in  March  2000 as its  Vice  President  -
Manufacturing.  From  December  1997 to March  2000 he was the  Senior  Director
Product  Assurance and  Technology  Center of 3D Systems,  Inc. At 3D Systems he
played  a  leadership   roll  in  reducing  field  repairs  by  70%,   improving
manufacturing  yields to all time  record  levels and  leading  the  efforts for
Design for  Manufacturability.  Inc. From October 1994 to December 1997 he was a
principal of Quality Systems,  a quality assurance  consulting  company.  Before
that he had over 11 years of quality and manufacturing  management experience in
other  high-technology  companies  such as Amdahl  Corp.,  Hewlett  Packard Co.,
Harris Corp.,  Apple Computer,  Quantum Corp.,  Micropolis Corp., and Maxtor. He
was a key member of the Quantum

                                       43

<PAGE>

manufacturing  management  team  that  brought  the first  volume  manufacturing
facility online in Japan. At Micropolis  Corp., he was responsible for improving
the  manufacturing  yields from 76% to over 95% in less than 7 weeks. Mr. Lyells
also  ran  a  successful  consulting  practice  that  focused  on  Supply  Chain
Management, Design for Manufacturability,  Process Control and Yield Improvement
programs.  His  consulting  practice  had clients  that ranged from  Fortune 100
corporations  to start-up  companies.  Mr. Lyells earned his Bachelor of Science
Degree in Physics from Illinois Institute of Technology.

Donald Reeves

     Don Reeves joined  MyTurn.com in December 1999 and serves as Vice President
Software  Development.  From  August  1998 to  December  1999 he  served as Vice
President Software  Engineering for Global PC, Inc. Prior to that, from December
1990 to August 1998 he served as Vice  President  of  Engineering  at  Geoworks.
There he was  responsible  for software  development  at  Geoworks'  four Design
Centers, overseeing the development of all Geoworks' operating systems, wireless
data  service,  and  device  products.  Previously  he  worked  as  Director  of
Engineering at Geoworks'  Alameda Design  Center,  which included  managing both
Wireless  Content and Services and GEOS  Operating  System product  groups.  Mr.
Reeves  participated  in  software  design and  implementation  for  several key
Geoworks  projects,  including  the Casio Z- 7000  Personal  Digital  Assistant,
Geoworks' first handheld  device.  Mr. Reeves also  contributed to GEOS versions
1.0 and 2.0, and managed the GEOS 2.1 and 3.0  operating  system  releases.  Mr.
Reeves  obtained a Bachelor of Sciences  Degree in  Electrical  Engineering  and
Computer Science from the University of California at Berkely.

David Durran

     David  Durran  joined  MyTurn.com  in  December  1999  and  serves  as Vice
President  Hardware  Development.  From July 1998 to December  1999 he served as
Vice  President  Hardware  Engineering  for Global  PC,  Inc.  Mr.  Durran was a
Co-Founder  of  Geoworks,  and served as Hardware  Architect  there from 1983 to
1998. As Hardware  Architect,  Mr. Durran worked as the liaison  between the key
hardware  suppliers to the smart-phone  market,  Geoworks software design teams,
and Geoworks  customers,  such as Nokia and Ericsson,  developing  the platforms
that  served as the basis for each  product.  Mr.  Durran also served as Program
Manager for Enhanced Phones at Geoworks. He was responsible for the introduction
of a new  software  product  for  wireless  mobile  hardware.  Past  projects at
Geoworks also include:  designing the printing system for GEOS (PC,  Apple,  and
Commodore  versions),  designing in circuit  development systems and peripherals
for  Commodore  and  Apple,  and  designing  a mobile  computer/game  system for
airliners. In 1981, Mr. Durran was a Co-Founder and Designer at Imagic, where he
designed   the   development   systems  used  to  create  video  games  for  the
Intellivision console, and designed system software for the video games. Between
1978, and 1981, he worked at Mattel,  where he was involved in the design of the
Intellivision game and peripheral hardware.

     MyTurn.com's  Certificate  of  Incorporation  provides for three classes of
directors,  each having a three year term.  Each director will hold office until
the next annual meeting of stockholders during the year in which the term of his
class of directorship  expires and until his

                                       44

<PAGE>

successor is elected and qualified. The terms of the Class I, Class II and Class
III directorships expire at MyTurn.com's annual meetings in 2002, 2001 and 2000,
respectively.  Executive  officers  serve  at  the  pleasure  of  the  Board  of
Directors.

     There  is no  family  relationship  among  any  of  MyTurn.com's  executive
officers and directors.

Section 16(a)   Beneficial Ownership Reporting Compliance

     Section 16 of the  Securities  Exchange Act of 1934,  as amended  ("Section
16"), requires that reports of beneficial ownership of capital stock and changes
in such  ownership be filed with the  Securities  and Exchange  Commission  (the
"SEC") by Section 16 "reporting persons," including directors, certain officers,
holders of more than 10% of the outstanding  Common Shares and certain trusts of
which reporting persons are trustees. MyTurn.com is required to disclose in this
Annual Report on Form 10-KSB each reporting  person whom it knows to have failed
to file any  required  reports  under  Section 16 on a timely  basis  during the
fiscal year ended December 31, 1999.

     To MyTurn.com's knowledge, based solely on a review of copies of Forms 3, 4
and 5 furnished  to it and written  representations  that no other  reports were
required, during the fiscal year ended December 31, 1999, MyTurn.com's officers,
directors  and  10%   stockholders   complied  with  all  Section  16(a)  filing
requirements  applicable  to them except that Mr. Turner filed his Form 3, which
was due on January  18th,  one day late;  Mr. Theale filed his Form 3, which was
due January 18th,  four days late;  Mr.  Bradlee filed his Form 3, which was due
January  13th,  one  day  late;  Mr.  Turner  filed  a  Form  4  (reporting  two
transactions) for March 1999 two days late; Mr. Theale filed a Form 4 (reporting
four  transactions)  for  October  1999 30 days late;  Mr.  Libin filed a Form 5
(reporting a transaction  in 1999) 44 days late;  and Dr. Lazarus filed a Form 4
(reporting one transaction) for December 1999 one day late.

Item 10.          Executive Compensation

     The  following  table  provides  summary  information  concerning  cash and
certain other  compensation  paid or accrued by MyTurn.com  to, or on behalf of,
Mr. Danner, MyTurn.com's former Chief Executive Officer, Mr. Turner, a member of
the Board of Directors and MyTurn.com's  former Chairman of the Board and former
Chief Executive Officer,  Mark Honigsfeld,  MyTurn.com's  former Chief Executive
Officer and former  President,  Mr. Theale,  a member of the Board of Directors,
MyTurn.com's Vice Chairman of the Board and MyTurn.com's  former President,  Mr.
Liston,  a member of the Board of Directors  and the  Company's  Vice  President
Investor  Relations,  Mr.Greenspan,  MyTurn.com's Chief Financial  Officer,  and
Louis Libin, MyTurn.com's former Chief Technology Officer, during the last three
fiscal years. No other executive officer of MyTurn.com had a combined salary and
bonus in excess of $100,000 for the year ended December 31, 1999.

                                       45
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE


                                Annual Compensation                   Long-Term Compensation
                                                                       Awards            Payouts

                                                      Other Annual  Restricted Stock     Securities        LTIP    All Other
    Name and            Year    Salary       Bonus     Compensation     Award(s)       Underlying Options  Payout  Compensation
Principal Position
<S>                     <C>        <C>        <C>         <C>              <C>           <C>                 <C>        <C>

Robert E. Turner(1)     1999    $140,500   478,125(6)       -              -              861,575            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -          -

Paul Danner             1999    $143,884   255,000(6)       -              -              660,000            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -          -

Rucy C. Theale(3)       1999    $178,000   478,125(6)       -              -            1,803,000            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -

David Greenspan         1999    $100,753       -            -              -              275,000            -          -
Chief Financial Officer 1998        -          -            -              -                 -               -          -
Treasurer and Secretary 1997        -          -            -              -                 -               -

Louis Libin(4)          1999    $102,580   63,750(6)        -              -              489,600            -          -
                        1998    $223,699       -            -              -               65,000(7)         -          -
                        1997    $178,651       -            -              -              100,000            -          -

Christopher Liston
VP Investor Relations   1999    $102,753  223,125(6)        -              -              384,030            -          -
                        1998        -          -            -              -                 -               -          -
                        1997        -          -            -              -                 -               -          -

Mark Honigsfeld(5)      1999    $ 98,880       -            -              -              200,000            -
                        1998    $251,847       -            -              -              125,000            -
                        1997    $250,000       -            -              -              100,000            -

</TABLE>
- --------------------

(1)  Mr. Turner acted as MyTurn.com's  principal  executive officer from May
     1999 until Mr.  Danner was elected as Chief  Executive  Officer in November
     1999.

(2)  Mr. Danner served as MyTurn.com's Chief Executive Officer from November
     1999 to April 2000 when Michael Fuchs was elected  Interim Chief  Executive
     Officer.

(3)  Mr. Theale served as Executive  Vice President from January to November
     1999,  President  from November 1999 to April 2000 and Vice Chairman of the
     Board from June 8 to July 27, 1999,  which position he was re-elected to in
     April 2000.

(4)  Mr. Libin served as Chief Technology  Officer and Senior Executive Vice
     President from January 1997 and January 1999  respectively  to July 31,
     1999.

(5)  Mr.  Honigsfeld  was elected Chief  Executive  Officer as of October 1,
     1996, served as Chairman of the Board from August 1996 until January 8,
     1999,  and as President  from  January 8, 1999 until May 11, 1999.  Mr.
     Honigsfeld  and  MyTurn.com   mutually   terminated   their  employment
     relationship by agreement dated May 11, 1999.

(6)  Bonus was paid in Common Shares valued at $6.375 per share  pursuant to
     MyTurn.com's

                                       46

<PAGE>

1999 Bonus Pool Plan.  Pursuant to the 1999 Bonus Pool Plan the following  named
executives were awarded the following number of Common Shares:

                                           Number of
         Name                           Common Shares
         ----                           -------------

         Robert E. Turner                  75,000
         Paul Danner                       40,000
         Rudy C. Theale                    75,000
         David Greenspan                   32,000
         Louis Libin                       10,000
         Christopher Liston                35,000

     MyTurn.com registered these Common Shares for resale on February 14, 2000.

(7)  Includes  50,000 options  granted to replace options to purchase a like
     number of Common  Shares  which  were  canceled  in order to  effectuate  a
     repricing.

     Each  non-employee  director  of the  Company  is  entitled  to  receive  a
director's fee of $1,000 per meeting (other than  telephonic  meetings for which
the fee is $500), and options to purchase 5,000 Common Shares of MyTurn.com each
year,  which options will be exercisable for a period of ten years from the date
of grant, at an exercise price equal to the market price of the Common Shares on
the date of the grant.  Additionally,  each non-employee  director is reimbursed
for  reasonable  out-of-pocket  expenses  incurred in attending  meetings of the
Board of Directors of the  Company.  The members of the Board of Directors  meet
regularly, as needed.

              OPTION GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                        Number of Common         Percentage of Total
                        Shares Underlying         Options Granted To
Name                    Options Granted          Employees in Fiscal Year     Exercise Price         Expiration Date
<S>                             <C>                     <C>                     <C>                     <C>

Robert E. Turner        200,000                         3.8%                    $2.50(1)                January 8, 2004
                         33,250                          .6%                    $2.50(2)                May 7, 2004
                        150,000                         2.8%                    $2.50(3)                June 8, 2004
                        350,000                         6.6%                    $2.50(4)                July 20, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         78,325                         1.5%                    $5.00                   December 2, 2004

Paul Danner              25,000                          .5%                    $2.50(1)                January 8, 2004
                        200,000                         3.8%                    $2.50(3)                June 8, 2004
                        225,000                         4.3%                    $2.50(4)                July 20, 2004
                        150,000                         2.8%                    $1.00                   October 7, 2004
                         60,000                         1.1%                    $5.00                   December 2, 2004

Rudy C. Theale          650,000                        12.3%                    $2.50(1)                January 8, 2004
                        100,000                         1.9%                    $2.50(3)                June 8, 2004
                        750,000                        14.2%                    $2.50(4)                July 20, 2004
                        150,000                         2.8%                    $1.00                   October 7, 2004
                        153,500                         2.9%                    $5.00                   December 2, 2004


                                       47

<PAGE>

David Greenspan          35,000                          .7%                    $2.50(1)                January 8, 2004
                         65,000                         1.2%                    $2.50(3)                June 8, 2004
                        100,000                         1.9%                    $2.50(4)                July 20, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         25,000                          .5%                    $5.00                   December 2, 2004

Louis Libin             200,000                         3.8%                    $2.50(1)                January 8, 2004
                         50,000                          .9%                    $2.50(3)                June 8, 2004
                         50,000                          .9%                    $2.50(4)                July 20, 2004
                        100,000                         1.9%                    $5.00                   December 2, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         39,600                          .9%                    $5.00                   December 2, 2004

Christopher Liston       50,000                          .9%                    $2.50(1)                January 8, 2004
                        100,000                         1.9%                    $2.50(3)                June 8, 2004
                        150,000                         2.8%                    $2.50(4)                July 20, 2004
                         50,000                          .9%                    $1.00                   October 7, 2004
                         34,030                          .6%                    $5.00                   December 2, 2004

Mark Honigsfeld         200,000                         3.8%                    $3.25(5)                January 8, 2004
</TABLE>

- ---------------------

(1)       These options were initially  granted in 1999 at an exercise price
          of $5.81 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(2)       These options were intially  granted in 1999 at an exercise  price
          of $3.37 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(3)       These options were initially  granted in 1999 at an exercise price
          of $6.25 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(4)       These options were initially  granted in 1999 at an exercise price
          of $5.25 per share and later  repriced  to market of $2.50 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

(5)       These options were initially  granted in 1999 at an exercise price
          of $5.00 per share and later  repriced  to market of $3.25 per  share.
          See  Item 10 -  "Executive  Compensation  -  Report  on  Repricing  of
          Options."

<TABLE>
<CAPTION>

                   AGGREGATED OPTION EXERCISES IN FISCAL YEAR
            ENDED DECEMBER 31, 1999 AND FISCAL YEAR-END OPTION VALUES

                                                            Number of Shares
                                                            Underlying Unexercised          Value of Unexercised
                        Number of                                 Options at                      In-the-Money Options
                        Shares Acquired           Value       December 31, 1999               at December 31, 1999
Name                    On Exercise             Realized    Exercisable/Unexercisable       Exercisable/Unexercisable
- ----                    ---------------         --------    -------------------------       -------------------------
<S>                             <C>               <C>              <C>                             <C>

Robert E. Turner              -                     -          125,000/736,575               $559,375/$2,658,416

Paul Danner                   -                     -          155,000/505,000               $825,625/$1,806,875

Rudy C. Theale             15,000               $ 15,000       150,000/1,538,500             $768,750/$5,592,938

David Greenspan               -                     -           55,000/220,000               $288,125/$790,000


                                       48

<PAGE>

Louis Libin               205,000               $512,500       260,000/139,600               $780,000/$441,950

Christopher Liston          9,700               $  9,700        83,633/290,697               $384,528/$1,041,376

Mark Honigsfeld           330,300               $556,250        94,770/0                     $308,656/$0

</TABLE>

Employment Contracts, and Termination of Employment and Change-in-Control
Arrangements

Employment Agreements

Robert E. (Teddy) Turner

     MyTurn.com  is a party to an  Employment  Agreement  with Robert E. (Teddy)
Turner,  IV for a term of three years commencing as of January 8, 1999, which is
subject to continuing,  annual,  automatic one-year extensions.  Pursuant to the
Employment  Agreement Mr. Turner serves as the Company's  Chairman of the Board.
Mr.  Turner's  Employment  Agreement  was  extended an  additional  two years in
December 1999.

     The Employment  Agreement provides for base annual compensation of $208,000
per annum,  although Mr. Turner and  MyTurn.com  mutually  agreed,  as of May 7,
1999,  to reduce his annual salary to $100,000;  simultaneously,  Mr. Turner was
granted  five-year options to purchase 33,250 Common Shares at an exercise price
of $3.25  per share  (these  options  were  subsequently  repriced  to $2.50 per
share).  Mr.  Turner is  entitled  to be granted  five-year  options to purchase
33,250  each  year at  market  price for each one year  period  that his  salary
remains at the reduced rate. Mr. Turner's Employment  Agreement does not require
Mr. Turner to devote all of his time to MyTurn.com's  business and allows him to
participate in other  activities which do not prevent Mr. Turner from fulfilling
his obligations to MyTurn.com.  In addition to such base compensation Mr. Turner
is entitled to receive a sales and marketing bonus, which will allow him to earn
a bonus of up to 50% of his  base  compensation  each  year,  based  on  certain
performance thresholds.

     Mr. Turner also  receives an expense  allowance of up to $500 per month and
an automobile  allowance in the amount of $1,000 per month.  He is also entitled
to reimbursement of accountable customary business expenses.

     Mr.  Turner's  employment  agreement  provides  that,  notwithstanding  the
rolling  three-year term thereof,  it can be terminated  prior to the expiration
date under the following  circumstances:  (i) death;  (ii) total  disability (as
provided for in the Employment  Agreement);  (iii) termination by MyTurn.com for
"cause" (as defined in the Employment Agreement); (iv) termination by MyTurn.com
at any time upon written notice to Mr. Turner;  (v) termination by Mr. Turner at
any time for "good  reason" (as defined in the  Employment  Agreement);  or (vi)
termination  by the  Company  at any time  within 12 months  after a "change  in
control" (as defined in the Employment Agreement).

     Mr. Turner's  employment  agreement provides for compensation under certain
circumstances  upon termination of employment (in addition to accrued but unpaid
compensation) as follows:  (i) in the event of Mr. Turner's death, his estate or
spouse would be entitled to receive

                                       49

<PAGE>

an amount equal to his monthly salary as of the date of death  multiplied by the
number of full years that he had been an employee of  MyTurn.com or a subsidiary
or a predecessor  in interest  thereof;  (ii) in the event of termination of the
employment  agreement  due to  disability,  Mr. Turner is entitled to receive an
amount  equal  to his  monthly  salary  as of the  date  of  termination  of the
employment agreement, multiplied by the number of full years that he had been an
employee of  MyTurn.com or a subsidiary  or a  predecessor  in interest  thereof
(but,  in no event,  would he be entitled to an amount  equal to less than three
months of  salary);  and  (iii) in the event of  termination  of  employment  by
MyTurn.com  following a "change of control" or for any reason  other than death,
disability  or  "cause,"  or in the  event  of  termination  of  the  employment
agreement  by Mr.  Turner for "good  reason," he is entitled to receive his full
salary for the unexpired term of such agreement,  without  mitigation of damages
based upon employment obtained elsewhere.

     Mr.  Turner's  employment  agreement  provides  for a  restriction  on  the
solicitation  of customers  of  MyTurn.com  for a period of two years  following
termination  thereof, and a covenant not to compete with MyTurn.com for a period
of twelve months following termination of employment for cause.

Rudy C. Theale, Jr.

     Effective January 8, 1999,  MyTurn.com and Rudy C. Theale, Jr. entered into
a three-year  employment  agreement  which  provided for Mr.  Theale to serve as
MyTurn.com's  Executive Vice President on a full-time basis. On June 8, 1999 Mr.
Theale was appointed  MyTurn.com's  Vice- Chairman of the Board.  Mr. Theale and
MyTurn.com subsequently agreed that in November 1999 that Mr. Theale would serve
as MyTurn.com's President, in lieu of the aforementioned positions. He held this
position  until  April 4, 2000 when he was  re-elected  as Vice  Chairman of the
Board. Mr. Theale's  employment  agreement provides for a salary of $208,000 per
annum, although Mr. Theale and MyTurn.com mutually agreed, as of May 7, 1999, to
reduce his annual  salary to  $160,000.  In  addition to salary,  Mr.  Theale is
entitled  to  receive  a sales  and  marketing  bonus  upon the same  terms  and
conditions as are applicable to Mr. Turner's bonus.  Other terms of Mr. Theale's
employment  agreement  conform in structure to the material  provisions that are
applicable to Mr. Turner's, such as renewal, benefits, restrictive covenants and
termination without any requirement to mitigate damages. Mr. Theale's employment
agreement was extended an additional two years in December 1999.

Paul K. Danner

     Effective  September 1, 1999  MyTurn.com  and Paul K. Danner entered into a
three  year  employment   agreement   providing  for  Mr.  Danner  to  serve  as
MyTurn.com's  Chief Executive  Officer  commencing as of November 19, 1999. When
Michael Fuchs became Interim Chief  Executive  Officer in April 2000, Mr. Danner
became Executive Vice President,  Office of the President,  however the terms of
his Employment Agreement did not change. Pursuant to the employment agreement he
served as MyTurn.com's  President and Chief Operating  Officer from September 1,
1999 to November 18, 1999. Mr.  Danner's  employment  agreement  provides for an
annual  salary of $250,000.  Additionally,  Mr.  Danner's  employment  agreement
provides for a restriction on the solicitation

                                       50

<PAGE>

of customers of MyTurn.com  and a covenant not to compete with  MyTurn.com for a
period of one year following the termination or expiration of the agreement.

     Mr. Danner's employment  agreement provides that it may be terminated prior
to the expiration date (i) by MyTurn.com for "cause", as that term is defined in
the  employment  agreement;  (ii) by Mr.  Danner upon  thirty (30) days  written
notice  in the case of a "change  in  control"  (as  defined  in the  employment
agreement);  and (iii) by  MyTurn.com  at any time within  twelve months after a
change in control upon written  notice,  in which case MyTurn.com is responsible
to pay Mr. Danner an amount equal to the salary which would have been payable to
him for the remaining term of the employment  agreement.  Further, if Mr. Danner
becomes  disabled for a period of three months he shall  receive his full salary
and for the next  three  months he shall  receive  50% of his  salary.  If he is
disabled  for a continuous  period of at least six months or 150  business  days
during a nine month period  MyTurn.com  has the right to terminate Mr.  Danner's
employment under the employment agreement.

Mark Honigsfeld

     Effective  October 1, 1996,  MyTurn.com and Mark Honigsfeld  entered into a
three year Employment Agreement.  Mr. Honigsfeld's Employment Agreement provided
for  base  annual  compensation  of  $250,000.  Additionally,  Mr.  Honigsfeld's
Employment  Agreement  allowed  him to devote up to 10% of his  working  time to
other endeavors that were not in competition with MyTurn.com. Other terms of Mr.
Honigsfeld's  Employment  Agreement  conformed  in  structure  to  the  material
provisions  that are  applicable  to Mr.  Turner's  such as  renewal,  benefits,
termination   without  any  requirement  to  mitigate  damages  and  restrictive
covenants (except that the period of Mr. Honigsfeld's  restrictive  covenant was
six months, not twelve).

     MyTurn.com and Mr.  Honigsfeld  entered into a Termination  Agreement as of
May 11,  1999 (the  "Honigsfeld  Termination  Agreement");  simultaneously,  Mr.
Honigsfeld  and  MyTurn.com  entered  into a  Consulting  Agreement.  Both  such
Agreements  were  terminated  pursuant  to an Amended and  Restated  Termination
Agreement and Termination of Consulting Agreement, dated as of July 2, 1999 (the
" Amended  and  Restated  Agreement").  Pursuant to the  Honigsfeld  Termination
Agreement,  and  the  Amended  and  Restated  Agreement,   MyTurn.com  paid  Mr.
Honigsfeld  $100,000 in cash and issued 75,000 Common Shares to him. Such shares
have not been  registered  under the  Securities  Act of 1933,  as amended,  and
MyTurn.com  is not  under any  obligation  to  register  them at any time in the
future.  Additionally,  pursuant to the Consulting  Agreement  MyTurn.com issued
62,500 Common Shares to Mr.  Honigsfeld  out of treasury and paid him $66,666 in
cash. Furthermore, pursuant to the Amended and Restated Agreement, MyTurn.com is
obligated to pay to Mr.  Honigsfeld  an amount equal to eighty  percent (80%) of
the royalty payable by Admit Computer  Services,  Inc.  ("Admit") to MyTurn.com;
such royalty is based on revenues derived by Admit from the sale or licensing of
products  and/or assets acquired by Admit from MyTurn.com in connection with its
purchase of MyTurn.com's  Public Safety  Business.  Mr.  Honigsfeld also entered
into certain restrictive  covenants,  which prohibit him from disclosing certain
information about customers of MyTurn.com or soliciting any such customers,  and
prohibit him from revealing any of MyTurn.com's trade secrets. In addition,  all

                                       51

<PAGE>

unexercised  options held by Mr. Honigsfeld became  immediately vested as of the
date of the Amended and Restated  Agreement in accordance with their  respective
terms.

     Furthermore,  pursuant to the Amended and  Restated  Agreement,  MyTurn.com
registered  the  resale  of 62,500  Common  Shares  that had been  issued to Mr.
Honigsfeld in connection with the Consulting Agreement.

Louis Libin

     Effective  January 6,  1997,  MyTurn.com  and Louis  Libin  entered  into a
three-year  Employment  Agreement  which  provided  for a  salary  of  $200,000,
$225,000,  and  $250,000  per  annum  in the  first,  second  and  third  years,
respectively.  Additionally,  Mr. Libin's  Employment  Agreement  allowed him to
devote up to one day each week to other  endeavors  that were not in competition
with  MyTurn.com.  Other terms of Mr.  Libin's  Employment  Agreement  generally
conformed in structure to the material provisions of Mr.  Honigsfeld's,  such as
with  respect to  bonuses,  benefits,  restrictive  covenants  and  termination.
Effective  January 7,  1999,  Mr.  Libin was also  granted  options to  purchase
200,000 Common Shares upon the same terms and conditions as those granted to Mr.
Honigsfeld prior to the repricing and vesting acceleration described above.

     Mr. Libin entered into a Termination Agreement with MyTurn.com effective as
of July 31,  1999 (the  "Libin  Termination  Agreement").  Pursuant to the Libin
Termination Agreement,  MyTurn.com paid to Mr. Libin an aggregate of $107,500 in
six monthly  installments which commenced in August,  1999. In addition, a stock
option to purchase 50,000 Common Shares  previously  granted to Mr. Libin became
immediately  exercisable  and the exercise  price was  subsequently  repriced to
$2.50 per share.  Furthermore,  MyTurn.com  granted Mr.  Libin a stock option to
purchase 50,000 Common Shares, vesting in one-third increments on July 31, 2000,
2001, and 2002, at an exercise price of $5.25 per share, which options the Board
of Directors  subsequently repriced to $2.50 and declared fully vested. See Item
10. "Executive Compensation - Report on Repricing of Options".

Report on Repricing of Options

     At a  meeting  of the  Board of  Directors  on May 7,  1999,  the  Board of
Directors  approved a  repricing  of options  covering an  aggregate  of 200,000
Common  Shares held by Mr.  Honigsfeld  to $3.25 per share,  the market price on
that  date,  in  connection  with  the  termination  of  MyTurn.com's   and  Mr.
Honigsfeld's employment relationship.  Additionally,  on such date, options held
by Mr. Libin  covering an aggregate of 315,000  Common  Shares were  repriced to
market of $3.25 per share in  connection  with Mr.  Libin's  agreement to take a
voluntary reduction in annual salary from $225,000 to $160,000.

     At a meeting of the Board of Directors held on September 1, 1999, the Board
of  Directors   approved  the  repricing  of  certain   existing   employee  and
non-employee director stock options,  including options covering an aggregate of
450,000  Common  Shares held by Mr.  Danner,  733,250  Common Shares held by Mr.
Turner,  1,400,000 Common Shares held by Mr. Theale,  200,000 Common Shares held
by Mr. Liston, 200,000 Common Shares held by Mr. Greenspan, 315,000

                                       52

<PAGE>

Common Shares held by Mr. Libin, and options covering 290,950 Common Shares held
by other persons.  The Board  discussed that the purpose of granting  options to
employees was to provide  incentive  for the  employees to align their  interest
with the stockholders of the Company as well as to engender  employee loyalty to
the  Company.  It was noted that many of the options were granted at a time when
the price of the  Company's  Common  Shares was  substantially  higher  than the
current market price at such date, and that those options  currently did not and
would not provide  incentive  to those  employees  to remain with the Company if
they received competing offers for their services. Accordingly, the options were
repriced from various  exercise  prices to market at September 1, 1999, or $2.50
per share,  to  incentivise,  motivate and retain  certain of its  employees and
non-employee  directors.  See  Note  7 to  MyTurn.com's  Consolidated  Financial
Statements  (starting on page F-1) regarding  accounting treatment of certain of
the options.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, to the knowledge of MyTurn.com based solely
upon  records  available  to it,  certain  information  as of February  29, 2000
regarding the  beneficial  ownership of  MyTurn.com's  Common Shares (i) by each
person who MyTurn.com believes to be the beneficial owner of more than 5% of its
outstanding Common Shares,  (ii) by each current director,  (iii) by each person
listed in the Summary Compensation Table under "Executive Compensation" and (iv)
by all current executive officers and directors as a group:

<TABLE>
<CAPTION>

Name and Address
of Beneficial Owner                                     Number                               Percent
- -------------------                                     ------                               -------
<S>                                                     <C>                                     <C>

Robert E. (Teddy) Turner, IV                         727,053(1)(12)                           7.91 %
333 First North Street
Jacksonville Beach, Florida 32250

Rudy C. Theale, Jr.                                1,273,999(2)(12)                           13.06%
333 First North Street
Jacksonville Beach, Florida 32250

Paul K. Danner                                       494,666(3)(12)                            5.48%
333 First North Street
Jacksonville Beach, Florida 32250

Christopher Liston                                   302,429(4)(12)                            3.42%
333 First North Street
Jacksonville Beach, Florida 32250

David Greenspan                                      233,666(5)(12)                            2.66%
333 First North Street
Jacksonville Beach, Florida 32250

                                       53

<PAGE>

Mark Bradlee                                         132,810(6)(12)                            1.52%
960 Atlantic Avenue
Alameda, California  94501

Brian Dougherty                                       84,510(7)                                 .9%
960 Atlantic Avenue
Alameda, California  94501


Michael Fuchs                                        500,000(8)                               5.51%
9 West 57th Street - Suite 4220
New York, New York  10019

Joseph Antonini                                       50,000(9)                                 *
1800 Westmaple Road
Troy, Michigan  48084

Harold Lazarus                                        34,667(10)                                *
134 Hofstra University
Hempstead, New York

Louis Libin                                          389,068(11)                            4.36%
949 Greenfield Road
Woodmere, New York  11598

Mark Honigsfeld                                       29,330                                  *
969 East End
Woodmere, New York  11598

All executive officers and directors
as a group (16 persons)                            3,833,800(1-11), (13)                  31.72%
</TABLE>

- -------------------
         *  Less than 1%

(1)     Includes  616,029  shares  issuable to Mr.  Turner upon the exercise of
        options currently exercisable or exercisable within 60 days.

(2)     Includes  1,178,999  shares issuable to Mr. Theale upon the exercise of
        options currently exercisable or exercisable within 60 days.

(3)     Represents (i) 451,666 shares  issuable to Mr. Danner upon the exercise
        of options  currently  exercisable or  exercisable  within 60 days and
        (ii) 3,000 shares held by Mr. Danner as custodian for his children.

(4)     Represents  267,429 shares  issuable to Mr. Liston upon the exercise of
        options currently exercisable or exercisable within 60 days.

                                       54

<PAGE>

(5)     Includes  201,665  shares  issuable  to  David  Greenspan,  the  Chief
        Financial Officer, Treasurer and Secretary of MyTurn.com, upon the
        exercise of options currently exercisable or exercisable within 60 days.

(6)     Represents  132,810  Common  Shares  issuable  upon  the  exercise  of
        currently  exercisable  Class B  Warrants.  Does not  include up to
        299,500 Common Shares  issuable to Mr.  Bradlee and an aggregate of
        150,000  Common Shares  issuable to the Timothy  James  Bradlee  Trust
        December  22, 1999, Christine  Michelle  Bradlee Trust December 22, 1999
        and the Bradlee Family Education  Trust December 22, 1999 underlying
        Class A Warrants,  which are exercisable  upon MyTurn.com  reaching
        certain  business  milestones,  the timing of which, if reached, cannot
        presently be determined.

(7)     Represents 84,510 Common Shares issuable upon the exercise of currently
        exercisable Class B Warrants.  Does not include up to 224,700 Common
        Shares issuable  to Mr.  Dougherty  and  44,196  Common  Shares issuable
        to Anna Lijphart  and  Mr.  Dougherty,  underlying  Class  A  Warrants,
        which  are exercisable  upon MyTurn.com  reaching  certain  business
        milestones,  the timing of which, if reached, cannot presently be
        determined.

(8)     Represents  500,000  Common  Shares  issuable  upon  exercise  of
        currently exercisable warrants.  Does not include up to 500,000 Common
        Shares   underlying  a  Warrant  dated  January  21,  2000  which  are
        exercisable upon the happening of certain events, the timing of which,
        if they occur, cannot presently be determined.

(9)     Represents  50,000  Common  Shares  issuable upon exercise of currently
        exercisable  warrants.  Does not  include up to 100,000  Common  Shares
        underlying a Warrant dated January 21, 2000 which are exercisable  upon
        the happening of certain  events,  the timing of which,  if they occur,
        cannot presently be determined.

(10)    Includes 24,667 shares issuable to Dr. Lazarus upon the exercise of
        options currently
        exercisable or exercisable within 60 days.

(11)    Includes 353,068 shares issuable to Mr. Libin upon the exercise of
        currently exercisable options.

(12)    The options  referred to in footnotes  (1),  (2), (3), (4), (5) and (6)
        are subject to accelerated  vesting.  In the event there is a change in
        control  in  MyTurn.com,  such  options  shall  become  exercisable  to
        purchase 100% of the Common Shares thereunder on the date preceding the
        change in control. For this purpose, "change in control" means

                  o            any transfer of 50% of  MyTurn.com's  outstanding
                               Common   Shares  or  voting   power,   except  in
                               connection with any acquisition of Company Common
                               Shares  by  certain   members   of   MyTurn.com's
                               management;

                  o            the approval by  MyTurn.com's  stockholders  of a
                               merger or  consolidation  in which the pre-merger
                               or  pre-consolidation  stockholders of MyTurn.com
                               do not own more than 50% of the  voting  power of
                               the merged or consolidated entity;

                 o             the transfer of more than 50% of MyTurn.com's
                               assets; or

                 o             a  change  in the  composition  of the  Board  of
                               Directors of  MyTurn.com  where those persons who
                               were  directors  at the  beginning  of a calendar

                                       55

<PAGE>

                               year  and  those  persons  elected  as  directors
                               during such  calendar year with the approval of a
                               majority of directors  then still in office cease
                               to constitute a majority of the directors.

(13)     Does not include up to 100,000 Common Shares  issuable to Denis Squeri,
         Vice-President Corporate  Communications,  an aggregate of up to 62,000
         Common Shares  issuable to the David Hunter Squeri 2000 Custodial Trust
         and the Richard  Lawson  Squeri  2000  Custodial  Trust,  up to 175,000
         Common  Shares  issuable to Donald  Reeves,  Vice-President  - Software
         Development,  and up to 175,000 Common Shares issuable to David Durran,
         Vice-President  - Hardware  Development,  underlying  Class A Warrants,
         which  are  exercisable  upon  MyTurn.com   reaching  certain  business
         milestones,  the  timing of which,  if  reached,  cannot  presently  be
         determined.

Item 12.          Certain Relationships and Related Transactions

     MyTurn.com is a party to an Indemnification Agreement dated January 8, 1999
(the "Indemnification Agreement") with Rudy C. Theale, Jr., the Vice Chairman of
the  Board  and a  Director  of  MyTurn.com.  Pursuant  to  the  Indemnification
Agreement,  MyTurn.com  agreed to  indemnify  Mr.  Theale up to $170,000 for any
liability  incurred by Mr. Theale in the action  encaptioned  James B. Palmer v.
LocalNet  Communications,  Inc.,  Rudy  C.  Theale,  et  al.  In  January  2000,
MyTurn.com performed its indemnification obligations and also agreed to loan Mr.
Theale   $82,256.74  to  be  utilized  in  addition  to  the  amount  under  the
Indemnification  Agreement  to resolve  the law suit.  Mr.  Theale  delivered  a
promissory note to MyTurn.com in such principal amount,  bearing interest at the
rate of 10% per annum,  which  interest  is due and  payable  together  with the
principal on or before  February 3, 2002.  The note may be prepaid by Mr. Theale
at any time.

     MyTurn.com  entered into the  Indemnification  Agreement with Mr. Theale in
connection with his employment. In connection with the Indemnification Agreement
and the  loan to Mr.  Theale,  MyTurn.com  determined  it  would  be in the best
interests of MyTurn.com and its  stockholders to enter into the  Indemnification
Agreement and provide the loan to Mr. Theale in order to eliminate  distractions
caused by the Palmer law suit on Mr. Theale and management.

     See Item 6 - "Management's Discussion or Plan of Operations - Liquidity and
Capital  Resources"  for a  discussion  of  Michael  Fuch's  commitment  to fund
MyTurn.com's  working capital deficits of up to $500,000 per month for 12 months
beginning  in April  2000,  his  posting of  $3,500,000  to secure  MyTurn.com's
manufacturing line of credit and the commitment of certain members of management
to exercise  options to purchase up to  3,254,405  Common  Shares on or prior to
June 30, 2000.

     To the extent that  MyTurn.com may enter into any  agreements  with related
parties in the future (of which none are presently  contemplated),  the Board of
Directors of MyTurn.com has determined that the terms of such agreements must be
commercially reasonable and no less favorable to MyTurn.com than it could obtain
from unrelated third parties. Additionally, the Board of Directors of MyTurn.com
has further  determined  that such  agreements must be approved by a majority of
the disinterested directors of MyTurn.com.


                                       56


<PAGE>

                                     PART IV

Item 13.          Exhibits, Lists and Reports on Form 8-K

(a)   Exhibits       Description of Exhibit

  2         Agreement of Merger between MyTurn.com and Coastal Computer
            Systems, Inc., a New York corporation.*

  3.1       Articles of Incorporation of MyTurn.com.*

  3.2       Certificate  of  Designations,  Preferences  and  Rights of
            Series  A  Convertible  Preferred  Stock,  filed  with  the
            Secretary  of State of the  State  of  Delaware  on June 5,
            1998.**

  3.3       Certificate  of  Designations,  Preferences  and  Rights of
            Series  B  Convertible  Preferred  Stock,  filed  with  the
            Secretary of State of the State of Delaware on September 2,
            1998. ***

  3.4       Amendment to the  Certificate of  Incorporation  filed with
            the  Secretary of State of the State of Delaware on January
            21, 2000.

  3.5       Amended and Restated By-Laws of MyTurn.com.

  4.1       Specimen Common Share Certificate.*

  4.2       Form of Underwriter's Common Share Purchase Warrant.*

  10.1      Form of Warrant between MyTurn.com and each of the Bridge Lenders.*

  10.2      1996 Stock Option Plan.*

  10.3      Form of Indemnification Agreement between MyTurn.com and
            MyTurn.com's directors and officers.*

  10.4      Employment Agreement dated January 6, 1997 between MyTurn.com and
            Louis Libin.*

  10.5      Loan and  Security  Agreement  dated as of  October 6, 1998
            between MyTurn.com and LocalNet Communications, Inc.****

  10.6      Amendment No. 1 to Loan and Security Agreement dated as of October
            23, 1998 between MyTurn.com and LocalNet Communications, Inc.****


                                       57


<PAGE>

  10.7      Amendment No. 2 to Loan and Security Agreement dated as of November
            12, 1998 between MyTurn.com and LocalNet Communications, Inc.****

  10.8      Peaceful Surrender Agreement dated January 8, 1999 between e.TV
            Commerce, Inc. and LocalNet Communications, Inc. *****

  10.9      Amendment No. 1 to Employment Agreement dated as of January 8, 1999
            between MyTurn.com and Louis Libin.****

  10.10     Employment Agreement dated as of January 8, 1999 between MyTurn.com,
            e.TV Commerce, Inc. and Robert E. (Teddy) Turner, IV.****

  10.11     Employment Agreement dated as of January 8, 1999 between MyTurn.com,
            e.TV Commerce, Inc. and Rudy C. Theale, Jr.****

  10.12     Termination Agreement dated May 11, 1999 between MyTurn.com and Mark
            Honigsfeld.******

  10.13     Consulting Agreement dated May 11, 1999 between MyTurn.com and Mark
            Honigsfeld.******

  10.14     Amended and Restated  Termination  Agreement  dated July 2,
            1999 between MyTurn.com and Mark Honigsfeld.******

  10.15     Assets Purchase Agreement dated July 2, 1999 between MyTurn.com and
            Admit Computer Systems, Inc.******

  10.16     Purchase Agreement dated July 15, 1999 between MyTurn.com and the
            Free Network, Inc.******

  10.17     Asset Purchase Agreement dated July 30, 1999 (the "Asset Purchase
            Agreement") between MyTurn.com, GPC Acquisition Corp., Global PC,
            Inc., Mark Bradlee and Brian Dougherty.*******

  10.18     Amendment to Asset Purchase Agreement dated September 24,
            1999.*******

  10.19     Second Amendment to Asset Purchase Agreement dated September 26,
            1999.*******

  10.20     Amendments to Asset Purchase Agreement dated November 23, 1999.

  10.21     Amendments to Asset Purchase Agreement dated December 22, 1999.


                                       58


<PAGE>



  10.22     Stock Transfer and Technology Rights Agreement between Geoworks
            Corporation, MyTurn.com and GPC Acquisition Corp. dated December 22,
            1999.

  10.23     Portal Services Agreement dated as of February 2, 2000 between
            Inktomi Corporation and GPC Acquisition Corp.

  10.24     Cross License and Distribution Agreement dated as of February 12,
            2000 between NewDeal, Inc. and MyTurn.com.

  23.1      Consent of Lazar, Levine & Felix LLP, independent auditors.

  23.2      Consent of PricewaterhouseCoopers LLP, independent auditors.

  27        Financial Data Schedule.
- ------------
         *Previously filed as an exhibit to MyTurn.com's  Registration Statement
         of Form SB-2,  Registration  No.333-18667.  **  Previously  filed as an
         exhibit to MyTurn.com's  Quarterly Report on Form 10-QSB for the period
         ended June 30, 1998.

         *** Previously filed as an exhibit to MyTurn.com's  Quarterly Report on
         Form 10-QSB for the period ended  September  30,  1998.  ****Previously
         filed as an exhibit to  MyTurn.com's  Annual  Report on Form 10-KSB for
         the year ended December 31, 1998.

         *****Previously  filed as an exhibit to MyTurn.com's  Current Report on
         Form 8-K for an event dated January 8, 1999.  ******Previously filed as
         an  exhibit to  MyTurn.com's  Quarterly  Report on Form  10-QSB for the
         period ended June 30, 1999.

         *******Previously  filed as an exhibit to MyTurn.com's Quarterly Report
         on Form 10- QSB for the period ended September 30, 1999

(b)      Current Reports on Form 8-K

     A  Current  Report  on Form 8-K was  filed by  MyTurn.com  during  the last
quarter of the fiscal year ended December 31, 1999 as follows:

         Date Filed:            October 18, 1999
         Items Reported:        4



                                       59


<PAGE>
                      MyTurn.com, Inc and Subsidiaries FOR
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                          INDEX TO FINANCIAL STATEMENTS





Report of Independent Certified Public Accountants
(PricewaterhouseCoopers, LLP)                                       F - 2

Independent Auditor's Report (Lazar, Levine, & Felix, LLP)          F - 3

Consolidated Balance Sheet                                          F - 4

Consolidated Statements of Operations                               F - 5

Consolidated Statements of Shareholders' Equity                     F - 6

Consolidated Statements of Cash Flows                               F - 8

Notes to the Financial Statements                                   F - 9


<PAGE>







         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors
and Shareholders of MyTurn.com, Inc.

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statement of  operations,  shareholders'  equity and of cash flows
present fairly, in all material respects,  the financial position of MyTurn.com,
Inc.  and its  subsidiaries  at  December  31,  1999,  and the  results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We  conducted  our audit of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers  LLP

Tampa, Florida

March 24, 2000,  except for
Note 15 for which the date
is April 4, 2000

                                      F - 2


<PAGE>






                            LAZAR LEVINE & FELIX LLP
               Certified Public Accountants & Business Consultants

350 Fifth Avenue - Suite 6820                              629 Parsippany Road
New York, NY  10118-0170                                   Parsipanny, NJ 07054
(212) 736-1900                                             (973) 428-3200
Fax (212) 629-3219                                         Fax (973) 428-6868

www.lazarcpa.com

                          INDEPENDENT AUDITORS' REPORT


To the Shareholders
MyTurn.com, Inc.
formerly Compu-DAWN, Inc.


We have audited the  statements  of  operations,  shareholders'  equity and cash
flows of Compu-Dawn,  Inc., now known as MyTurn.com, for the year ended December
31, 1998.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the results of operations and cash flows of Compu-Dawn,
Inc.,  now  known as  MyTurn.com,  for the year  ended  December  31,  1998,  in
conformity with generally accepted accounting principles.

                                           /S/ LAZAR LEVINE & FELIX LLP
                                           ----------------------------
                                           LAZAR LEVINE & FELIX LLP


New York, New York
February 25, 1999

                                      F - 3


<PAGE>




                        MyTurn.com, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                                                    December 31,
                                                                       1999
                                                                       ----

Current Assets:
   Cash and cash equivalents                                    $     1,454,421

   Interest receivable                                                    8,889

   Prepaid expenses                                                       8,689

   Inventory                                                            222,394

   Other assets                                                           3,307
                                                                      ---------
         Total Current Assets                                         1,697,700


   Fixed assets, net                                                    214,500

   Goodwill, net of accumulated amortization of  $73,630             10,751,200
   Software development costs                                         2,391,338
   Licenses                                                           1,901,984

   Web-site development costs, net of accumulated
      amortization of $24,188                                           609,459
   Security deposits                                                     38,319
                                                                      ---------
         Total Assets                                              $ 17,604,500
                                                                     ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued expenses                         $    1,682,582

   Current portion of note payable                                        7,120

   Net liabilities of discontinued operations                           512,197
                                                                     ----------

      Total Current Liabilities                                       2,201,899

    Non-Current Liabilities:
   Note payable, non-current portion                                     15,288

   Other non-current liabilities                                          3,633
                                                                     ----------


        Total Liabilities                                             2,220,820

Commitments and Contingencies (Note 13)


                                      F - 4



<PAGE>



Shareholders' Equity:
   Preferred stock, $.01 par value;
   1,000,000 shares authorized:
      Series A Convertible Preferred                                          -

      Series B Convertible Preferred;
        1,370 shares issued and outstanding                                  14

   Common stock, $.01 par value, 20,000,000 shares authorized,
      7,786,905 shares issued and outstanding                            77,868

   Additional paid-in capital                                        37,265,511

   Accumulated deficit                                              (21,004,206)
   Less: treasury stock, 352,544 shares at cost                        (955,507)
                                                                    ------------

        Total Shareholders' Equity                                   15,383,680
                                                                    ------------

        Total Liabilities and Shareholders' Equity               $   17,604,500
                                                                   =============




          See accompanying notes to consolidated financial statements.

                                      F - 5



<PAGE>




                        MyTurn.com, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                      For the Years Ended
                                                                                           December 31,
                                                                                           ------------

                                                                                       1999               1998
                                                                                       ----               ----
Revenue:
<S>                                                                            <C>                    <C>
   Interest and other income                                                   $        233,660       $   336,955
                                                                                      ---------         ---------
Costs and Expenses:
   Cost in excess of Internet subscription fees                                         116,812            -
   General and administrative expenses                                                6,951,938            -
   Depreciation and amortization                                                        111,872            -
   Interest expense                                                                     111,033            17,459
   Loss on investment transaction                                                        71,000           296,952
                                                                                      ---------          ---------
         Total Costs and Expenses                                                     7,362,655           314,411
                                                                                      ---------          ---------
Income (Loss) From Continuing Operations                                             (7,128,995)           22,544
                                                                                      ---------          ---------
Discontinued Operations:
   Loss from discontinued operations                                                 (6,792,222)        (2,806,096)
   Gain on sale of discontinued operations                                              537,732              -
                                                                                     ----------         ----------

         Net Loss                                                                  $(13,383,485)      $ (2,783,552)
                                                                                    ============        ===========

Basic Income (Loss) Per Common Share:
   Continuing operations                                                        $         (1.75)      $       .01
   Discontinued operations                                                                (1.67)            ( .96)
   Gain on sale of discontinued operation                                                   .13                -
                                                                                      ----------         ---------
     Basic Loss per Common Share                                                $         (3.29)      $     ( .95)
                                                                                      ==========       ===========

Diluted Income (Loss) Per Common Share:
  Continuing operations                                                         $         (1.75)      $       .01
  Discontinued operations                                                                 (1.67)             (.74)
  Gain on sale of discontinued operations                                                   .13                -
                                                                                       ---------         ---------
    Diluted Loss per Common Share                                               $         (3.29)      $      (.73)
                                                                                      ==========       ===========


Weighted Average Number of Basic Common
Shares Outstanding                                                                     4,074,061         2,937,724
                                                                                      ==========        ==========

Weighted Average Number of  Diluted
Common Shares Outstanding                                                              4,074,061         3,814,259
                                                                                       =========        ==========




</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F - 6



<PAGE>


                        MyTurn.com, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                    Other                Total
                               Preferred Stock     Common Stock        Additional  Accumulated  Comprehensive Treasury Shareholders'
                               ---------------     ------------         Paid-in
                                Shares   Amount    Shares    Amount     Capital      Deficit    Income(Loss)   Stock      Equity
                                ------   ------    ------    ------      -----       -------    ------------   -----      ------
<S>                                <C>     <C>        <C>      <C>         <C>           <C>          <C>
Balance at December 31, 1997      -        -     2,838,450   $28,385   8,061,443   $(4,837,169)     -         $(47,085)  $3,205,574
 Exercise of stock options        -        -        24,895       248      68,339       -            -          (47,085)      21,502
 Private offering of shares
  Preferred Series A            3,250       33     327,103     3,271   4,719,842       -            -                     4,723,146
 Exchange of common
  shares for Preferred
  Series B                      1,750       17       -           -       531,525       -            -         (531,542)        -
 Share issued for professional
  fees                            -         -       75,000       750     280,500       -            -                       281,250
 Unrealized loss on investment    -         -        -           -         -                     (150,000)        -        (150,000)
 Net loss                         -         -        -           -         -        (2,783,552)     -             -      (2,783,552)
                                --------  ------  ---------   --------  ---------   ----------    --------       ------   ----------
Balance at December 31, 1998    5,000       50   3,265,448    32,654  13,661,649    (7,620,721)  (150,000)    (625,712)   5,297,920
 Exercise of stock options        -         -      701,847     7,018   1,983,264       -            -         (504,498)   1,485,784
 Grant of stock options for
  consulting services             -         -        -           -       212,800       -            -             -         212,800
 Exercise of warrants             -         -      101,900     1,019     304,681       -            -             -         305,700
 Issue of warrants for
  consulting services             -         -        -           -     1,691,408       -            -             -       1,691,408
 Shares issued for
  professional fees               -         -      797,398     7,974   2,965,598       -            -         174,703     3,148,275
 Sale of stock in private
  placements                      -         -    1,565,000    15,650   2,252,506       -            -             -       2,268,156
 Change in unrealized loss
  on investment                   -         -        -           -         -           -         150,000          -         150,000
 Conversion of Series A
  Preferred Stock              (3,250)     (33)    650,000     6,500      (6,467)      -            -             -            -


                                                F - 7


<PAGE>


 Conversion of Series B
  Preferred Stock                (380)      (3)     71,028      710         (707)     -            -              -            -
 Common Shares granted
  for GlobalPC acquisition        -         -      634,284    6,343    2,761,038      -            -              -       2,767,381
 Class B Warrants issued for
  GlobalPC acquisition            -         -        -          -      6,845,040      -            -              -       6,845,040
 Class C Warrants issued for
  GlobalPC acquisition            -         -        -          -      1,378,800      -            -              -       1,378,800
 Warrants issued for
  Geoworks license                -         -        -          -      1,395,900      -            -              -       1,395,900
 Stock bonus to
  officers and directors          -         -        -          -      1,761,550      -            -              -       1,761,550
 Repricing of non-employee
  options                         -         -        -          -         58,451      -            -              -          58,451
 Net loss                         -         -        -          -           -      (13,383,485)    -              -     (13,383,485)
                               ------    -------  --------- -------- ------------ ------------  ----------   ----------- -----------

Balance at December 31, 1999     1,370   $  14    7,786,905 $ 77,868  $37,265,511 $(21,004,206) $  -        $(955,507)  $15,383,680
                               =======   =======  ========= ======== ============  ============ ==========   ========== ============



</TABLE>



           See accompanying notes to consolidated financial statements.



                                      F - 8


<PAGE>



                        MyTurn.com, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           For the Years Ended
                                                              December 31,
                                                           -------------------

                                                          1999         1998
                                                          ----         ----
Cash Flows from Operating Activities:
  Net loss                                           $(13,383,485)  $(2,783,552)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
      Loss from discontinued operations                 6,792,222     1,656,096
      Gain on sale of discontinued operations            (537,732)       -
      Write-off of impaired loan                            -         1,150,000
      Common Stock issued for consulting services         590,573        -
      Warrants issued for consulting services           1,691,408        -
      Stock bonus to officers and directors             1,761,550        -
      Repricing of non-employee options                    58,451        -
      Depreciation and amortization                       111,872        -
      Loss on settlement of legal claim                    71,000        -
      Loss on sale of short-term investments               36,818        -
                                                       (2,807,323)      22,544
                                                       ==========     ========

Changes in assets and liabilities net of
 effects from acquisitions and dispositions:

     Increase in interest receivabl                        (8,889)        -
     Decrease in tax refund receivable                        -         29,868
     Decrease in prepaid expenses and other assets        111,464         -
     Increase in inventory                               (165,394)        -
     Increase in security deposits                        (25,569)        -
     Increase in accounts payable and accrued expenses    192,748         -
     Decrease in other payable                            (18,314)        -
                                                         ---------     -------
                                                           86,046       29,868
                                                         ---------     -------

 Net cash provided by (used in) continuing operations  (2,721,277)      52,412
                                                       -----------      ------

 Net cash used in discontinued operations              (3,312,121)  (1,330,626)
                                                       -----------  -----------

 Net cash used in operating activities                 (6,033,398)  (1,278,214)
                                                       -----------  ----------

Cash Flows from Investing Activities:
 Capital expenditures of discontinued operations         (124,935)  (1,913,517)
 Purchase of marketable securities                         -        (2,000,000)
 Proceeds from sale of marketable securities            1,963,182       -
 Advances to Global PC                                 (1,541,246)      -
 Proceeds from sale of public safety division             500,000       -
 Proceeds from sale of network marketing customer lists   250,000       -
                                                         --------   ---------
 Net cash provided by (used in) investing activities    1,047,001   (3,913,517)
                                                        ---------  -----------

Cash Flows from Financing Activities:
 Net cash used in discontinued operations                 (6,534)     (105,770)
 Proceeds from exercise of stock options and warrants  1,791,484        21,502
 Net proceeds from private placements of common stock  2,177,468     4,723,146
 Loan repayment to former officer                        (50,000)        -
 Net cash provided by financing activities             3,912,418     4,638,878
                                                       ---------    ----------
Net Decrease in Cash and Cash Equivalents:            (1,073,979)     (552,853)

 Cash and Cash Equivalents at Beginning of  Year       2,528,400     3,081,253
 Cash and Cash Equivalents at End of  Year           $ 1,454,421    $2,528,400
                                                     ===========   ===========

          See accompanying notes to consolidated financial statements.

                                      F - 9


<PAGE>




NOTE 1 - DESCRIPTION OF COMPANY AND BUSINESS ACQUISITION

     Coastal  Computer  Systems,  Inc., a New York company,  was formed on March
31,1983.  On October 18, 1996 Coastal Computer Systems,  Inc. was reincorporated
in Delaware under the name Compu-DAWN, Inc. On January 20, 2000 Compu-DAWN, Inc.
changed its name to MyTurn.com,  Inc. (the "Company").  From 1983, until January
1999,  the  Company  was  primarily   engaged  in  the  business  of  designing,
developing,  licensing,  installing and servicing computer software products and
systems predominantly for public safety and law enforcement agencies.

     On January 8, 1999, the Company's wholly-owned  subsidiary,  e.TV Commerce,
Inc.  ("e.TV")  acquired  certain  assets  of  LocalNet   Communications,   Inc.
("LocalNet") pursuant to a surrender of collateral to satisfy secured loans made
by the Company to LocalNet (see Note 3). From January 8, 1999 through June 1999,
the  Company,   through  e.TV,   operated  in  the  Internet,   e-commerce   and
telecommunications  business,  marketing products and services primarily using a
person  to  person  sales  approach  with the  services  of  commissioned  sales
representatives in a  relationship-based  referral  marketing  organization (see
Note 9).

     In May 1999, the Company adopted a plan to dispose of the assets which made
up the public safety software  division and ceased selling products and services
through network marketing  activities.  In July 1999, the Company sold primarily
all of the assets  which  made up its  public  safety  software  division  to an
unrelated third party (see Note 9).

     From  July  1999  through  December  1999,  the  Company  derived  revenues
primarily  from  Internet  subscription  fees,  while  focusing on fund  raising
efforts and on finalizing the asset purchase transaction with Global PC, Inc.

     On December 22, 1999 the Company  acquired  substantially  all the tangible
and intangible assets of Global PC,  Inc.("Global  PC"). Global PC has developed
enhancements to GEOS, a simplified,  user friendly,  computer  operating  system
owned by  Geoworks,  Inc.  In  addition,  Global  PC has  developed  a series of
software  applications.  The GEOS operating  software is to be embedded in a low
cost "easy to use" personal  computer (the  "GlobalPC  Device"),  along with the
application software developed by Global PC.

     The purchase price consisted of 634,284 shares of Common Stock, warrants to
purchase  2,284,400  shares of Common  Stock at an  exercise  price of $2.50 per
share,  the  assumption of certain  liabilities,  as well as $1,541,246 of cash,
previously  provided  to  Global  PC in the form of loans.  The  Company  may be
required to provide additional contingent  consideration in the form of warrants
to purchase up to 2,269,284 shares of Common Stock at a price of $2.50 per share
if certain  milestones for registered users of Internet access service utilizing
the Global PC Device are achieved by March 31, 2002 (see Note 8).

                                     F - 10


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     The  acquisition was accounted for as a purchase and the related net assets
were included in the financial  statements at their estimated fair values at the
date of acquisition. The excess of the purchase price over fair value of the net
assets  acquired and  liabilities  assumed has been  recorded as goodwill and is
being amortized over three years. The results of the acquired business have been
included in the  consolidated  financial  statements since the December 22, 1999
acquisition  date. The aggregate  purchase price of $12,600,467,  including fees
and expenses, was allocated as follows:

         Software development costs                $    2,115,000
         Inventory                                         57,000
         Property, plant and equipment                    113,772
         Goodwill                                      10,824,830
         Liabilities assumed                              (95,662)
         Other liabilities                               (414,473)
                                                        ---------
                                                    $  12,600,467
                                                      ============

     Following are the  Company's  unaudited pro forma results for 1999 and 1998
assuming the acquisition occurred on January 1, 1998:

                                                       1999              1998
                                                       ----              ----
        Revenues                                 $    344,513       $   342,199
        Net loss                                 $(20,544,289)      $(8,758,980)
        Basic loss per share                     $      (4.36)      $     (2.45)
        Diluted loss per share                   $      (4.36)      $     (1.97)

     The pro forma  results of  operations  have been  prepared for  comparative
purposes  only and do not purport to be  indicative of the results of operations
which  actually  would have  resulted had the  acquisition  occurred on the date
indicated, or which may result in the future.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant  accounting policies used in the preparation of the
accompanying financial statements follows:

(a)  Principles of Consolidation:

     The accompanying  financial statements have been prepared on a consolidated
basis to include the accounts of the Company and its wholly-owned  subsidiaries,
GPC  Acquisition  Corp.,  Inc.,  e.TV  Commerce,  Inc.,  and e.Tel,  Inc. All
significant inter-company accounts and transactions have been eliminated.

(b)  Use of Estimates:

     In preparing  financial  statements in accordance  with generally  accepted
accounting principles,  management makes certain estimates and assumptions, that
affect the reported amounts of assets and

                                     F - 11


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statement,  as well as the  reported  amounts  of  revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

(c)  Financial Instruments:

     Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of cash and cash equivalents.

     At times, the Company  maintains  deposits in federally  insured  financial
institutions  in excess of federally  insured  limits.  Management  monitors the
soundness  of these  financial  institutions  and  feels the  Company's  risk is
negligible.

     As of December 31,1999,  the fair value of cash  equivalents,  receivables,
accounts payable and debt instruments approximate their carrying value.

(d)  Marketable Securities:

     At December  31,  1998,  marketable  securities  have been  categorized  as
available for sale and, as a result, are stated at fair value in accordance with
Statement of Financial  Accounting  Standards No. 115,  "Accounting  for Certain
Investments  in Debt and  Equity  Securities."  Unrealized  gains and losses are
included in shareholders'  equity as other  comprehensive  income (loss).  There
were no unrealized gains or losses at December 31, 1999.

(e)  Inventories:

     Inventories consist of computer components and subassemblies and are stated
at the lower of cost, as determined using the first-in  first-out (FIFO) method,
or market.

(f)  Fixed Assets:

     Fixed  assets  are  recorded  at  cost.  Depreciation  is  provided  on the
straight-line method over the following estimated useful lives:

         Computer equipment                 5 years
         Software                           5 years
         Furniture and fixtures             7 years

     Additions and major renewals are  capitalized.  Maintenance and repairs are
expensed as incurred.  Leasehold improvements are amortized over the useful life
of the asset or the lease, whichever is shorter.

                                     F - 12


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

(g)   Goodwill:

     Cost in excess of fair value of net  assets  acquired  (Goodwill)  is being
amortized on the straight- line method over three years.  If it became  probable
that the projected future  undiscounted  cash flows associated with the acquired
assets were less than the  carrying  value of the  goodwill,  the Company  would
recognize an impairment  loss in accordance  with the provisions of Statement of
Financial  Accounting  Standards No.121, Accounting for the Impairment of Long
Lived Assets to be Disposed of. "

(h)  Intangibles:

     The  Company's   intangible  assets  include  software  development  costs,
licenses and certain web- site development  costs.  Software  development  costs
will be  amortized  on the  units-of-production  method  based on the  number of
computer    devices    manufactured.    Amortization    calculated   under   the
units-of-production  method  may  be  less  than,  equal  to,  or  greater  than
depreciation  expense  calculated under the straight-line  method in any period.
Licenses are being  amortized on the  straight-line  method over the life of the
license agreement of 5 years.  Web-site development costs are being amortized on
the straight-line method over their estimated useful life of 2 years.

     The Company will review the carrying value of their intangible  assets on a
quarterly basis to determine if there has been an impairment.  Should the review
indicate that an intangible  asset is not  recoverable,  the Company's  carrying
value of that intangible asset will be reduced.  No impairment was recognized in
1999.

(i) Software Development Costs:

     The Company  reflects  costs  incurred in  establishing  the  technological
feasibility  of  computer  software  to be  leased  or  sold,  as  research  and
development costs, and expenses such costs in the period incurred.  Research and
development  costs for the years ended December 1999 and 1998 aggregated $ 0 and
$  515,788,  respectively,  and  are  included  in the  loss  from  discontinued
operations (Note 9).

     The Company's  policy is to  capitalize  software  development  costs after
technological  feasibility of a product has been established.  Capitalization of
computer software costs is discontinued when the product is available to be sold
or leased.

(j)  Revenue Recognition:

     Through  July 1999,  the  Company  generated  revenues  primarily  from the
granting of non- exclusive,  non-transferable and non-assignable licenses to use
software it has  developed,  through fixed price  contracts.  Revenues from such
fixed price contracts were recognized using the percentage of completion  method
of accounting.  The Company  retained title to the software and warrants that it
will  provide  technical  support and repair any  defects in the  software at no
charge. The warranty period for each contract was negotiated  individually,  for
periods  ranging  from 90 days to three years.  To date,  repair costs have been
minimal and therefore the Company has not established a reserve for such

                                     F - 13


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

warranty  costs.  Additionally,  the  Company  provided  post-contract  customer
support  to  licensees  of  its  software.  Revenues  from  such  services  were
recognized  ratably over the period of performance.  Fees billed and/or received
prior to  performance  of service were  reflected as deferred  revenue.  For the
years ended  December 31, 1999 and 1998,  all such  revenues and warranty  costs
have been  included in the loss from  discontinued  operations  (See Note 9). In
connection  with the July 1999,  sale of the company's  public  safety  software
business,  the  obligations  associated  with contracts to install,  service and
maintenance of these software systems were assigned to the purchaser.

     Subsequent  to July 1999,  revenue is being  generated  solely from monthly
Internet  subscription  fees. The Company collects monthly fees from subscribers
and currently remits 50% to a third party Internet service provider ("ISP"). For
the year ended  December 31,  1999,  gross  revenues  from  subscribers  totaled
$372,291 and costs to the ISP were $489,103.

(k)  Advertising Costs:

     Advertising  costs, are expensed as incurred.  For the years ended December
31,  1999  and  1998,   advertising   costs  aggregated   $21,032  and  $19,449,
respectively.

(l)  Income Taxes:

     The Company  utilizes  the asset and  liability  method of  accounting  for
income  taxes.  Under this  method,  deferred  tax assets  and  liabilities  are
recognized for the future tax consequences attributable to temporary differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities  and their  respective tax bases,  and to net operating loss and tax
credit  carry  forwards,  measured by enacted tax rates for years in which taxes
are expected to be paid or recovered.  A valuation allowance is provided against
the future  benefit of deferred tax assets if it is  determined  that it is more
likely than not that the future tax  benefits  associated  with the deferred tax
asset will not be realized.

(m) Stock-Based Compensation:

     The  Company  accounts  for  employee  stock  options  in  accordance  with
Accounting  Principles  Board  Opinion  No. 25 (APB 25),  "Accounting  For Stock
Issued to  Employees."  Accordingly,  no  compensation  expense is recorded  for
options issued to employees in fixed amounts and with fixed  exercise  prices at
least equal to the fair market value of the  Company's  Common Stock at the date
of grant. The Company discloses certain pro-forma  information as if the Company
used the fair value method to account for employee stock based compensation. All
stock  based  awards to  non-employees  are  accounted  for using the fair value
method.

     On March 31,  1999,  the FASB issued an  Exposure  Draft,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation".  This Exposure Draft will
have an impact on the Company's  accounting for certain stock option  repricings
and  acceleration of vestings that occurred during 1999. It is expected that the
FASB will issue a final  Interpretation on these topics in the second quarter of
2000.  The  effects of  applying  the  Interpretation  will be  recognized  on a
prospective basis upon

                                     F - 14


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

issuance of the final interpretation.

(n) Earnings (Loss) Per Share:

     Basic net loss per share is computed  using the weighted  average number of
Common Shares  outstanding for the period.  For 1999, diluted net loss per share
is the same as basic net loss per share as the effects of including  potentially
dilutive securities in the computation is anti-dilutive. Common Stock equivalent
shares consist of convertible  Preferred Stock, stock options and warrants.  For
the year ended  December  31, 1999,  options and warrants to purchase  4,529,148
shares of Common Stock and Preferred  Stock  convertible  into 256,075 shares of
Common  Stock were  excluded  from the  calculation  of earnings per share since
inclusion would be anti-dilutive.

(o)  Cash and Cash Equivalents:

     For purposes of the  statements  of cash flows,  the Company  considers all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.

(p)  Comprehensive Loss:

The components of comprehensive loss were as follows:

                                              1999                     1998
                                              ----                     ----

Net loss                                  $  (13,383,485)         $  (2,783,552)

Unrealized holding losses
on marketable securities                       -                       (150,000)
                                            -------------           ------------
Comprehensive loss                        $ (13,383,485)          $  (2,933,552)
                                           =============           =============

NOTE  3 - LOAN RECEIVABLE

     Through  December  1998,  the Company  loaned an aggregate of $1,900,000 to
LocalNet,  an unaffiliated  Florida  corporation in the  telecommunications  and
Internet services marketing business.  LocalNet entered into 12%, collateralized
promissory  notes due in one year,  at which time all interest and principle was
payable.  The notes were  collateralized  by an  interest  in all of  LocalNet's
tangible  and  intangible  assets and a pledge of the Common  Stock owned by its
Chief Executive Officer and the Chairman of its Board, which represented a 63.1%
ownership interest in LocalNet, in the aggregate.

                                     F - 15


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                           December 31, 1999 and 1998

     At December 31,  1998,  the Company  determined  that the fair value of the
assets  collateralizing  the loan was $736,318.  Accordingly the loan receivable
was written down by $1,150,000 in 1998. On January 8, 1999, LocalNet surrendered
the assets representing the collateral  underlying this loan. In March 1999, the
Company  determined  that the fair value of the assets  received by LocalNet was
$244,000 and  accordingly  wrote-off the  remaining  loan balance of $592,318 in
1999 which  included  additional  advances of $100,000  made to LocalNet in 1999
prior to the surrender of assets.  The write off of the loan balance in 1999 and
1998 is included in discontinued operations in the respective year.

NOTE 4 -FIXED ASSETS

Fixed assets consist of the following at December 31, 1999:

                                                             1999
                                                             ----

Computer equipment                                        $ 183,962
Furniture and fixtures                                       31,269
Software                                                     11,772
Leasehold improvements                                        1,551
                                                              -----
                                                            228,554
Less:  accumulated depreciation                             (14,054)
                                                            -------
                                                          $ 214,500
                                                          =========

Depreciation  expense for the years ended December 31, 1999 and 1998  aggregated
$14,054  and  $82,674,  respectively.  Depreciation  expense  for the year ended
December 31, 1998 is included in the loss from discontinued operations (Note 9).

NOTE 5 - NOTE PAYABLE

     In April 1997,  the former  Chairman of the Board of the Company  agreed to
extend  the  Company  a  $500,000  credit  line  for  a  period  of  two  years,
collateralized  by all the  assets of the  Company.  At  December  31,  1998 the
balance  outstanding  on this  credit  line was  $50,000,  which was  payable in
quarterly  installments  of $25,000 plus interest at 10% per annum.  This credit
line was paid in full during 1999.

     In January 1999,  the Company  assumed a LocalNet note payable to a bank as
part of the  surrender of certain  assets by LocalNet  (see Note 3). At December
31,  1999,  the  balance  outstanding  on this note  payable  was  $22,408  with
principle and interest payable monthly at an interest rate of 11.13% per annum.

     For the years  ended  December  31,  1999 and 1998,  the  interest  expense
relating to these loans aggregated $4,760 and $10,208, respectively.

                                     F - 16

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

Annual maturities of the note payable are as follows at December 31, 1999:

         2000     $    7,120
         2001          7,954
         2002          7,334
                  ----------
                  $   22,408
                  ==========

NOTE 6 - CAPITAL STOCK

     The Company's capital stock consists of Common Shares ("Common Stock") with
a $.01 par value and Convertible  Preferred  Shares  ("Preferred  Stock") with a
$.01 par value.  Holders of Common  Stock have one vote per Common Share and are
entitled to receive  dividends  when, and if declared by the Board of Directors.
The Company has not declared or paid dividends to date.

     The Preferred Stock consists of:

     (a) Series A Preferred  Stock which are convertible in whole or in part, at
the option of the holders  thereof,  into shares of Common Stock at a conversion
price which is determined at the date of conversion as 85% of the average of the
five  lowest  closing  bid  prices  of the  Company's  Common  Stock  for the 25
consecutive trading days immediately  preceding the date of determination not to
exceed $8.025 per share. The number of Common Shares issuable upon conversion is
determined  by a formula  based on the market  price at the time of  conversion.
Holders of Series A Preferred  Stock have no voting  rights and are not entitled
to receive  dividends.  During 1999, all shares of Series A Preferred Stock were
converted into shares of Common Stock.

     (b) Series B Preferred  Stock which are convertible in whole or in part, at
the option of the holders  thereof,  into  327,103  shares of Common  Stock at a
conversion  price of $5.35 per Common  Share,  subject  to certain  adjustments.
Holders of Series B Preferred  Stock have no voting  rights and are not entitled
to receive dividends unless,  dividends are declared on the Common Stock. During
1999,  380 shares of Series B  Preferred  Stock were  converted  into  shares of
Common Stock.

     On  June  5,  1998,  the  Company  completed  a  private  offering  of  its
securities, whereby it sold to the purchasers the following:

         (a)      3,250 shares of the  Company's  Series A Preferred  Stock;

         (b)      327,103 Common Shares of the Company; and

         (c)      warrants to acquire an aggregate of 90,207 Common Shares at an
                  exercise  price of $8.025  per share,  subject  to  adjustment
                  under certain circumstances.

     The aggregate  purchase price for the foregoing  securities was $5,000,000;
net proceeds from this private placement aggregated approximately $4,723,000.

                                     F - 17

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

     On September 26, 1998,  pursuant to a Securities Exchange Agreement between
the  Company and the  purchasers,  the Company  issued to the  purchasers  1,750
shares of Series B Preferred  Stock,  par value $.01 per share,  in exchange for
the 327,103 shares of Common Stock previously issued.

     During 1998,  options were  exercised  to acquire  24,895  shares of Common
Stock,  for which the Company received $21,502 in cash proceeds and 4,380 shares
of Company Common Stock with a fair market value of $47,085.

     In January 1999, holders of 1,575 Series A Preferred Stock and 270 Series B
Preferred  Stock,  converted  such shares into 315,000 and 50,467 common shares,
respectively.

     In February 1999, the Company issued the following:

          (a)  10,000  shares  of  Common  Stock to a  consultant  for  services
          rendered in October 1998. The value of these  services,  $15,000,  was
          accrued at December 31, 1998;

          (b) 117,398  shares of Common Stock to a supplier of inventory to e.TV
          as an  inducement  to enter into a contract  with the  Company.  These
          shares were valued at the market price at the date of issuance, for an
          aggregate of $606,815; and

          (c) 30,000  shares of Common  Stock in  connection  with a  consulting
          contract.  These shares were valued at $168,750,  the aggregate market
          value at the date of issuance.

     In May 1999,  the Company  issued 62,500 shares of Common Stock to a former
officer out of the Company's  treasury as consideration for consulting  services
valued at $312,500.  In June 1999,  in  connection  with an amended and restated
termination agreement,  this former officer received an additional 75,000 shares
of Common Stock, valued at $365,625.

     In May and June 1999,  options  and  warrants  were  exercised  to purchase
97,500 and 8,000  shares of Common  Stock,  respectively  for which the  Company
received $384,000 in cash proceeds.

     In June 1999, holders of 600 Series A Preferred Stock converted such shares
into 120,000 shares of Common Stock.

     In July 1999, the Company  issued 75,000 shares of Common Stock,  valued at
$389,063, to an unaffiliated party in consideration of such party's agreement to
provide  certain  support and  administrative  services to the Company after the
acquisition of the e.TV business.

     In July and August 1999,  options and warrants  were  exercised to purchase
9,250 and 18,100  shares of Common  Stock,  respectively  for which the  Company
received $87,050 in cash proceeds.

     In August  1999,  the Company  issued  62,500  shares of Common  Stock in a
private placement for cash proceeds of $96,875.

                                     F - 18

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

     In October 1999, the Company issued the following:

          (a) 10,000 shares of Common Stock to option  holders,  upon  exercise,
          for which the Company received $10,000 in cash proceeds;

          (b) 50,000 shares of Common Stock, valued at $109,375, to a consultant
          for services rendered in 1999;

          (c) 25,000  shares of Common  Stock,  valued at $71,000,  as part of a
          litigation settlement (See Note 14); and

          (d) 740,000  shares of Common Stock for  proceeds of $844,345,  net of
          offering costs, in connection with a private placement.

     In November 1999, the Company issued the following:

          (a)  260,200 and 22,400  shares of Common  Stock to option and warrant
          holders,  respectively,  upon exercise, for which the Company received
          $626,150 in cash proceeds;

          (b) 15,000  shares of Common Stock valued at $43,125,  plus $10,000 in
          cash, to an entity in consideration for all rights,  title,  interest,
          and trademark for "MyTurn" and the domain name "MyTurn.com";

          (c) 675,000  shares of Common Stock and  warrants to purchase  337,500
          shares of Common Stock,  at an exercise price of $3.00 per share,  for
          the investment of $1,100,623 net of offering costs, in connection with
          a private offering;

          (d) 400,000 shares of Common Stock issued to investment advisers,  for
          investment  banking services rendered in 1999, valued at approximately
          $950,000; and

          (e) 200,000 shares of Common Stock in connection  with the development
          of the web-site, valued at approximately $804,000.

     In December 1999, the Company issued the following:

          (a)  324,897 and 53,400  shares of Common  Stock to option and warrant
          holders,  respectively,  upon exercise, for which the Company received
          $684,284 in cash proceeds;

          (b) 32,954 shares of Common Stock, valued at $205,960, to a vendor for
          extinguishment of $187,237 of debt;

          (c) 87,500 shares of Common Stock issued in a private offering for the
          investment of $135,625; and

                                     F - 19

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


          (d) 634,284  shares of Common Stock in connection  with the net assets
          acquired from Global PC (See Note 1).

     In December  1999, the Board approved a stock bonus of 277,000 shares to be
issued out of the Company's treasury stock, valued at $1,761,550.

     In December 1999,  holders of 1,075 Series A Preferred Stock converted such
shares into 215,000 shares of Common Stock and holders of 110 Series B Preferred
Stock converted such shares into 20,561 shares of Common Stock.

NOTE 7 - STOCK OPTIONS

     In October  1996,  the Company  established a Stock Option Plan under which
options to purchase  2,000,000 Common Shares may be granted to eligible persons.
Options  under  this plan  expire in ten  years  and vest over  service  periods
ranging  from  immediately  to ten  years.  A  summary  of the  activity  in the
Company's stock option plan,  excluding options granted in 1999 in excess of the
Plan, is presented below:

                                       Number             Weighted Average
                                         of                Exercise Price
                                       Shares                Per Share

Balance at January 1, 1997             491,950         $        .45
Options granted                        278,311                 4.04
Options exercised                     (410,417)                 .32
Options canceled/forfeited             (55,000)                1.69
- -------------------------------------------------------------------
Balance at December 31, 1997           304,844                 3.69
Options granted                        490,100                 5.82
Options exercised                      (24,895)                2.76
Options canceled/forfeited            (265,083)                6.65
- -------------------------------------------------------------------
Balance at December 31, 1998           504,966                 4.22
Options granted                      1,059,722                 2.64
Options exercised                     (701,847)                2.12
Options canceled/forfeited                -                      -
- ------------------------------------------------------------------
Balance at December 31, 1999           862,841         $       2.97
                                       =======         ============

     In 1998, no compensation  expense related to the options was recorded since
the  options  were  granted at an exercise  price  equal to or greater  than the
market value of the Common Stock on the grant date.

     In 1999, certain employee stock options,  granted in 1999, were repriced to
a price  equal to the market  price on the day of  repricing.  Additionally,  in
1999, vesting periods related to certain stock

                                     F - 20

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

options  previously  granted  were  accelerated.  As a result  of a recent  FASB
Exposure   Draft,   "Accounting   for  Certain   Transactions   Involving  Stock
Compensation", the Company expects to recognize a significant stock compensation
charge,  beginning July 1, 2000, in connection with these  modifications  to the
extent the options have not been exercised.

     During  1999,  the  Company  granted  4,058,083  options  in  excess of the
2,000,000  options  grantable  under the 1996 Stock Option Plan. The measurement
date for these options is January 20, 2000, the date the  Shareholders  approved
an increase in the number of shares  available  for  granting  under the Plan to
10,000,000.  Accordingly,  no compensation expense associated with these options
was recognized in 1999. During 1999, 220,700 of these options were exercised and
146,500 were canceled/forfeited (see Note 15).

     A summary of stock options  outstanding and exercisable,  excluding options
granted in excess of the Plan, as of December 31, 1999 follows:


                 Number                Weighted Average             Number
              Outstanding                Remaining             Exercisable at
Exercise    at December 31,             Contractural            December 31,
  Price          1999                   Life (years)                1999
  -----          ----                   ------------                ----


 $2.00           1,666                        7                    1,666

  2.50         669,605                        5                  297,250

  3.00          63,500                        7                   60,168

  3.25          44,770                        4                   44,770

  5.00          83,300                        6                   84,968
                ------                                            ------

               862,841                                           488,822
               =======                                           =======

     In January 1999, the Company  granted  options to purchase 70,000 shares of
Common Stock to a non-employee  for consulting  services at an exercise price of
$3.25,  valued at  $212,800.  These  options were  subsequently  repriced to the
market price of $2.50.

     On January 8, 1999,  the Company  granted  options to employees to purchase
989,722 shares of Common Stock,  at market,  with an exercise price of $3.25, of
which 934,555 shares were subsequently repriced to the market price of $2.50.

     Pro forma  information  regarding  net  income  and  earnings  per share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee  stock options  under the fair value method  prescribed by that
Statement.  The fair value for these  options was estimated at the date of grant
using a Black-Scholes  option pricing model with the following  weighted-average
assumptions for 1999 and 1998,  respectively:  risk-free interest rates of 6.46%
and 5.0%;  dividend  yields of 0% and 1.5%;  volatility  factors of the expected
market   price  of  the   Company's   Common  Stock  of  107%  and  60%;  and  a
weighted-average expected life of the options of seven years.

                                     F - 21


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

     The Company's pro forma  information  for the years ended December 31, 1999
and 1998,  prepared in accordance with SFAS 123 is provided below.  For purposes
of pro-forma disclosures,  stock-based compensation is amortized to expense on a
straight-line basis over the vesting period.

                                      1999                  1998
- ---------------------------- ----------------------  --------------------------

Net Loss:
 As reported                 $ (13,383,485)          $  (2,783,552)
 Pro forma                   $ (17,147,216)             (3,140,736)
- ---------------------------- ----------------------  --------------------------

Basic loss per share
 As reported                 $       (3.29)          $       (0.95)
 Pro forma                   $       (4.21)                  (1.07)
- ---------------------------- ----------------------  --------------------------

NOTE 8 - STOCK WARRANTS:

     In 1998,  the  Company  completed  a private  offering  of its  securities,
whereby it sold  warrants  to acquire an  aggregate  of 90,207  shares of Common
Stock at an exercise price of $8.025 per share.

     In June 1999, the Company entered into a consulting agreement, whereby upon
execution of the agreement,  the Company issued  warrants valued at $108,030 to
purchase  30,000  Shares of Common  Stock at a price of $5.219  per  share.  The
warrants  were fully vested in 1999 and will expire May 31, 2002.  The holder is
entitled  to  additional  warrants  to  purchase  45,000  Common  Shares  if  it
introduces  the  Company to a source of  funding.  These  warrants  will have an
exercise  price  equal to the sale price per share in such  funding  and will be
exercisable for three years from the date of issuance.  The Company recorded the
expense in 1999.

     In November 1999, the Company issued  warrants to purchase  337,500 shares
of Common  Stock at an exercise  price of $3.00 per share in  connection  with a
private  offering.  These warrants  expire on November 5, 2004 and vested on the
date of the agreement.

     In November 1999, the Company entered into an investment  banking agreement
pursuant to which warrants to purchase  60,000 shares of Common Stock at a price
of $1.50 per share, valued at $156,840,  were issued.  These warrants expire on
November 12, 2004 and vested on the date of the agreement.  The Company recorded
the expense in 1999.

     In December 1999, the Company entered into a consulting agreement,  whereby
the Company  issued  warrants to purchase  100,000  shares of Common Stock at a
price of $6.50 per share, valued at $505,200.  These warrants expire on December
14,  2004 and vested on the date of the  agreement.  The  Company  recorded  the
expense in 1999. The Company agreed to issue  additional  warrants upon reaching
certain performance goals.

     In December 1999, the Company entered into a consulting agreement,  whereby
the Company issued  warrants to purchase  75,000  shares of Common  Stock at a
price of $3.187, valued at $410,400. These warrants

                                     F - 22

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

expire on December 14, 2004 and vested on the date of the agreement. The Company
recorded the expense in 1999.

     In December 1999, the Board  authorized  warrants to purchase 50,000 Common
Shares at a price of $13.62 to be  issued on January  24,  2000 for  consulting
services performed in 1999. These warrants,  valued at $510,938,  will expire on
January 23, 2005 and fully vest on January 24,  2000.  The Company  recorded the
expense in 1999.

     In December 1999, the Company entered into a license agreement, whereby the
Company agreed to pay $541,084 in cash and issued  warrants to purchase 250,000
shares of Common Stock at a price of $4.50, valued at $1,360,900 in exchange for
a license to certain  technology  to be embedded in the GlobalPC  device.  These
warrants expire on December 21, 2004 and vested on the date of the agreement.

     In connection with the December 1999,  Global PC acquisition  (Note 1), the
Company  agreed to issue  warrants  to purchase  Common  Stock of the Company as
follows:

1.        exercisable  into 2,269,284 shares of Common Stock at a price of $2.50
          per  share  exercisable  from  April 1,  2002  through  June 30,  2004
          contingent  upon  the  Company   achieving   certain   milestones  for
          registered  users of Internet  access  service  utilizing the GlobalPC
          Device by March 31, 2002.

2.        exercisable  into 1,901,400 shares of Common Stock at $2.50 per share.
          The  Class B  warrants  may be  exercised  through  June  30,  2004 as
          follows:  (a) up to 30% of the shares  underlying the Class B warrants
          on and after 90 days from the date of grant and (b) another 23 1/3% of
          the shares  underlying  the Class B warrants  on and after each of the
          first, second, and third anniversary of the date of grant.

3.        Class C Common Stock  purchase  warrants  exercisable  into 383,000
          shares of  Common  Stock at a price of $2.50  per  share.  The Class C
          warrants  may be exercised at any time one year from the date of grant
          through June 30, 2004.

     The Class A, B and C warrants  become  exercisable  to purchase  all of the
shares under warrant upon a change in control event, as defined.

     Notwithstanding  the  foregoing,  the  Class A, B and C  Warrants  are only
exercisable  to the extent they would not violate the rules of the Nasdaq  Stock
Market relating to the requirement for stockholder  approval for the issuance of
securities in certain instances.

     The Class A, B, and C warrants  provide  for  adjustments  of the  exercise
price and the number of shares issuable in the event of future dilution.

                                     F - 23

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

A summary of the status of the Company's stock purchase  warrants as of December
31, 1999 is presented below:

<TABLE>
<CAPTION>

                                                   Weighted             Number
                                Number              Average           Exercisable
                             Outstanding           Remaining              at
                             at December          Contractual          December               Weighted Average
     Exercise Price            31, 1999          Life (years)          31, 1999                Exercise Price
     --------------------------------------------------------------------------------------------------------
        <S>                     <C>                    <C>              <C>                        <C>

        $1.50                 60,000                   5              60,000                      $1.50

         2.50              2,284,400                   5                   -                       2.50

         3.00                726,700                   3             624,800                       3.00

         3.19                 75,000                   5              75,000                       3.19

         4.50                250,000                   5             250,000                       4.50

         5.22                 30,000                   3              30,000                       5.22

         6.50                100,000                   5             100,000                       6.50

         8.03                 90,207                   4              90,207                       8.03

        13.62                 50,000                   5                -                         13.62
                              ------                                 ---------

                           3,666,307                                1,230,007
                           =========                                =========

</TABLE>

NOTE 9 - DISCONTINUED OPERATIONS

     In May 1999,  the  Company  decided to divest  itself of its public  safety
software  business and on July 2, 1999 the Company  consummated the sale of this
division to Admit Computer Services, Inc. The Company received $500,000 in cash,
for a net gain of $287,732, and is entitled to receive software royalty payments
for  five  years  ranging  from  6.25%  to 10% from  future  sales  of  products
containing the Company's  technology or former customers of the Company's public
safety software business. To date, royalty payments have been inconsequential.

     On June 29, 1999, the Company  discontinued its network referral  marketing
operations,  the e.TV subsidiary. In July 1999, the Company sold its independent
representative  database  and  assigned  its long  distance  business to another
network marketer of telecommunication products for $250,000 in cash.

     As a result of the events and  transactions  described above, the financial
statements of the Company have been restated to report separately the net assets
(liabilities) and operating results of the discontinued  businesses.  Components
of amounts  reflected in the statements of  operations,  balance sheets and cash
flow statements are presented in the following table.

                                     F - 24

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                    December 31,
- ----------------------------------------------------------- ------------------------------------------------------------
<S>                                                                     <C>                             <C>

Income statement data                                                   1999                           1998
- ----------------------------------------------------------- -----------------------------  -----------------------------

Revenues                                                             $ 2,774,949                     $ 911,534
- ----------------------------------------------------------- -----------------------------  -----------------------------

Cost and expenses                                                     (9,567,171)                   (3,717,630)
                                                                     ------------                   -----------
- ----------------------------------------------------------- -----------------------------  -----------------------------

Loss from discontinued operations before
     income tax expense (benefit)                                   $ (6,792,222)                 $ (2,806,096)
- ----------------------------------------------------------- -----------------------------  -----------------------------

Income tax expense (benefit)                                              -                              -
                                                                    -------------                 -------------
- ----------------------------------------------------------- -----------------------------  -----------------------------

Loss from discontinued operations                                   $ (6,792,222)                 $ (2,806,096)
                                                                    ============                  ============
- ----------------------------------------------------------- -----------------------------  -----------------------------


Balance sheet data                                                                   December 31, 1999

                                                                                       $ (512,197)
                                                                                       ==========
- -----------------------------------------------------------

Net liabilities of discontinued operations
- ----------------------------------------------------------- ----------------------------------------------------------



                                                                                    December 31,
- ----------------------------------------------------------- ------------------------------------------------------------

Cash flow data                                                          1999                           1998
- ----------------------------------------------------------- -----------------------------  -----------------------------

Loss from discontinued operations                                   $ (6,792,222)                  $ (2,806,096)
- ----------------------------------------------------------- -----------------------------  -----------------------------

Gain on sale                                                             537,732                         -
- ----------------------------------------------------------- -----------------------------  -----------------------------

Stock options granted for consulting services                            212,800                         -
- ----------------------------------------------------------- -----------------------------  -----------------------------

Common Stock issued for consulting services                            1,919,315                         -
- ----------------------------------------------------------- -----------------------------  -----------------------------

Change in net assets of discontinued
     operations                                                          810,254                     1,475,470
                                                                         -------                     ---------
- ----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in operations                                           (3,312,121)                  (1,330,626)
- ----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in investing activities                                   (124,935)                  (1,913,517)
- ----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in financing activities                                     (6,534)                    (105,770)
                                                                          ------                     --------
- ----------------------------------------------------------- -----------------------------  -----------------------------

Net cash used in discontinued operations                            $ (3,443,590)                $ (3,349,913)
                                                                    ============                 ============
- ----------------------------------------------------------- -----------------------------  -----------------------------
</TABLE>
                                     F - 25

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998





NOTE 10 - SUPPLEMENTAL STATEMENTS OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>

                                                                                    1999             1998
- ------------------------------------------------------------------------ -------------------  ------------------
<S>                                                                               <C>           <C>

Supplemental disclosure of cash flow information:

     Cash paid during year for interest                                              $12,930      $17,459
     Income tax refund received                                                            -       29,868
- ------------------------------------------------------------------------ -------------------  ------------------

Supplemental schedule of non-cash investing and
financing activities:
   Acquisition of GlobalPC assets in exchange for
     Common Stock and warrants                                                    10,991,221         -
   Liabilities assumed in connection with the acquisition
     of Global PC assets                                                            (510,135)        -
   Purchase of Geoworks license agreement through
     issuance of warrants                                                          1,395,900         -
   Liability in connection with purchase of Geoworks
     license agreement                                                               506,084         -
  Amount capitalized in connection with development of
     the Company's web-site through issuance of Common
     Stock                                                                           580,522         -
  Amount capitalized in connection with purchase of
     web-site domain through issuance of stock                                        43,125         -
  Common Stock issued to investment advisors for
     investment banking services                                                     950,000         -
- ------------------------------------------------------------------------ -------------------  ------------------
</TABLE>

     NOTE 11 - TERMINATION  OF INVESTMENT  TRANSACTION:

     On April 22,  1998,  the Company  entered  into an  agreement to acquire an
indrect 50% beneficial  interest in Press-Loto,  a Russian company which has the
right to operate  the first  national  on-line  lottery in Russia  pursuant to a
license  from the  Russian  Ministry of Finance to the Union of  Journalists  of
Russia (the  "Union").  The  agreement  provided  that,  at the closing,  40% of
Press-Loto  was to be owned by the Union and its  charity  with a private  group
holding a minority interest.

     On  On  September  1,  1998,  the  Company  terminated  the  aforementioned
agreement after conditions to close, were not satisfied.  In connection with the
termination  of the  agreement,  the  Company  forgave  a loan in the  amount of
$297,000 in 1998.

Also see Note 14 - Litigation.

                                     F - 26


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 12 -  INCOME TAXES:

     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109,
"Accounting for Income Taxes." A reconciliation between the provision for income
taxes and the expected tax benefit using the federal  statutory  rate of 34% for
the year ending December 31, 1999 is as follows:

                                              1999
- ---------------------------------- --------------------

Tax benefit at statutory rate              $(4,550,385)
State tax benefit                             (485,821)
Increase in valuation allowance              5,017,290
Other                                           18,916
                                                ------
  Total                                    $      -
                                           ===========
- ---------------------------------- --------------------

The  Company's  deferred  tax assets  and  liabilities  relate to the  following
sources and differences  between  financial  accounting and the tax bases of the
Company's assets and liabilities at December 31, 1999:

                                              1999
- ---------------------------------- --------------------

Current deferred taxes:
  Current deferred tax assets:
    Vacation accrual                       $   26,981
    Accrued settlement costs                  107,622
    Depreciation                                8,787
                                                -----
                                              143,390
    Less valuation allowance                 (143,390)
                                             --------
      Total current deferred tax assets    $     -
                                           ==========
- ---------------------------------- --------------------

Non-current deferred taxes:
  Non-current deferred tax assets:
    Net operating loss carry forward       $7,204,640
    Research and development credit           152,163
                                              -------

    Less: valuation allowance               7,356,803
      Total noncurrent deferred tax assets (7,356,803)
                                           ----------
                                           $    -
                                           ==========
- ---------------------------------- --------------------


     The Company has  recorded a valuation  allowance  to state its deferred tax
assets at  estimated  net  realizable  value due to the  uncertainty  related to
realization of these assets through future taxable income.

                                     F - 27

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998


     At December 31, 1999, the Company has net operating loss carry forwards for
1999 and 1998 for income tax purposes of approximately $12,952,000, which expire
beginning in 2011. The Company also has research and  development tax credits of
$152,163 that expire  beginning in 2011.  The Company's  ability to benefit from
the net  operating  loss carry  forwards  and general  business  credit could be
limited  under certain  provisions of the Internal  Revenue Code if ownership of
the Company changes by more than 50%, as defined.

NOTE  13 - COMMITMENTS AND CONTINGENCIES

     On December  28, 1999,  the Company  entered  into a lease  agreement,  for
executive  office  space in  Florida,  which  provides  for base  annual  rental
payments  of  approximately  $49,000.  This  lease,  which is for a term of five
years, has scheduled  annual  increases of 3% and is renewable.  No rent expense
associated with this lease was recorded for the year ended December 31, 1999.

     In conjunction  with the acquisition of Global PC on December 22, 1999, the
Company  assumed  an  existing  office  lease  agreement,  for  office  space in
California,  which  provides for monthly lease  payments of $10,000.  This lease
agreement is on a month-to-month basis.

     In October 1996,  the Company  entered into a lease,  for executive  office
space in New York, which provides for base annual rental of $85,000. This lease,
which is for a term of five years, is being subleased.  The present value of the
future  monthly  minimum lease payments has been accrued and charged to the loss
on discontinued  operations.  Rent expense for the years ended December 31, 1999
and  1998,  aggregated  $86,590  and  $78,354,   respectively,  is  included  in
discontinued operations.

     At December  31,  1999,  future  minimum  rentals  for office  space are as
follows:

              2000                                        $ 49,000
              2001                                          50,470
              2002                                          51,984
              2003                                          53,544
              2004                                          55,150
                                                            ------
                                                         $ 260,148
                                                         =========

     Effective October 1, 1996, the Company entered into a three-year employment
agreement  with  the  Chief  Executive  Officer  ("CEO")  of the  Company.  This
agreement provided for annual  compensation of $250,000 and a performance bonus.
On May 11, 1999 the Company and the CEO  entered  into a  termination  agreement
while simultaneously entering into a consulting agreement. Pursuant to the terms
of the consulting agreement, the Company paid the CEO $66,666 in cash and issued
him 62,500  Common  Shares out of  treasury  stock.  On July 2, 1999,  both such
agreements  were  terminated.  In  connection  with  the  termination  of  these
agreements,  the Company paid the CEO $100,000 in cash and issued  75,000 Common
Shares to him. Such shares have not been

                                     F - 28


<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

registered  under the  Securities  Act of 1933,  as amended,  and the Company is
under no obligation  to register them at any time in the future.  The Company is
obligated to pay the CEO eighty  percent  (80%) of the royalty  payable by Admit
Computer Services,  Inc.,  ("Admit") to the Company.  Such royalty is based upon
the  revenues  derived by Admit from the sale or  licensing  of products  and/or
assets acquired by Admit from the Company in connection with its purchase of the
public safety business (See Note 9 ).

     Effective October 1, 1996, the Company entered into a three-year employment
agreement  with its  President  and  Chief  Operating  Officer.  This  agreement
provided for annual  compensation of $125,000 and a signing bonus of $15,000. On
March  17,  1998  the  Company  and  this  officer  entered  into  an  agreement
terminating  his employment  agreement.  Under the  termination  agreement,  the
officer received severance pay of approximately $216,000.

     In January 1997, the Company entered into a three-year Employment Agreement
with an employee to serve as the Company's Chief Technology Officer ("CTO"). The
agreement provided for an annual base salary of $200,000,  $225,000 and $250,000
in the first,  second and third years,  respectively.  On July 31, 1999, the CTO
and the Company entered into a Termination  Agreement.  Pursuant to the terms of
the Termination Agreement, the Company paid the CTO $107,500 in cash and granted
stock  options to purchase  50,000  Common  Shares.  The former CTO resigned as
Class III Director of the Company on April 4, 2000.

     As of December 31, 1999, the Company maintained  employment agreements with
four  officers of the Company.  The  employment  agreements  contain  provisions
requiring  each of the officers to receive full salary for the unexpired term of
such  agreement,  in the event of  termination  for any reason other then death,
disability or cause.  The maximum  payments under these agreements in such event
is  approximately  $1,593,000.   The  employment  agreements  also  provide  for
severance  benefits  as  well  as  disability  and  death  benefits.  Two of the
employment  agreements provide for a bonus up to 50% of base annual compensation
each year if  certain  performance  thresholds  are met.  One of the  employment
agreements  provides  for the  future  granting  of five year  stock  options to
purchase 33,250 common shares each year at market price for each one year period
that the officer's salary remains at a reduced rate.

     In  December  1999,  the  Company  purchased  exclusive  rights to the GEOS
license,  from Geoworks Corporation for $541,084 in cash and 250,000 warrants to
purchase  Common  Stock at $2.50  per  share,  valued at  $1,360,900.  GEOS is a
simplified, user friendly, low cost computer operating system owned by Geoworks,
Inc.  Pursuant to the  conditions  of the  licensing  agreement,  the Company is
obligated to pay  royalties  on a per unit basis over the term of the  licensing
agreement which expires December 31, 2004.

     Future  minimum  royalty  payments   required  to  maintain  the  right  of
exclusivity under the licensing agreement, at December 31, 1999, are as follows:

                                     F - 29

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

            2000                                         $     75,000
            2001                                            1,275,000
            2002                                            1,200,000
            2003                                            2,250,000
            2004                                            3,000,000
                                                            ---------
                                                           $7,800,000
                                                           ==========

     In connection with the 1999 Private Placement of Common Stock and warrants,
the Company committed to file a Registration  Statement for the shares issued in
this offering  with an effective  date for the  Registration  Statement no later
than  February  1,  2000.  As the  Company  has  not  yet  undertaken  to file a
Registration Statement for these shares, the Company is subject to pay a penalty
of approximately $95,000 per month until this requirement is met.

    NOTE 14 - LITIGATION:

     In July 1999,  the  Company was  notified of a claim for amounts  allegedly
owed  to  a  third  party  manufacturer  of  products  previously  sold  by  its
discontinued subsidiary,  e.TV. The Company disputes this claim. If an action is
ultimately brought against the Company,  the Company believes it has meritorious
defenses and will vigorously  defend itself against such an action.  The Company
has accrued for potential  settlement  costs estimated to be sufficient to cover
the resolution of this claim.

     The Company is a party to an  indemnification  agreement  dated  January 8,
1999 (the "Indemnification Agreement") with the Company's President. Pursuant to
the Indemnification  Agreement,  the Company agreed to indemnify this officer up
to $170,000 for any liability  incurred by him out of an action brought  against
him and LocalNet.  During 1999,  the Company paid $21,000 in legal fees pursuant
to this Indemnification Agreement. At December 31, 1999, the Company has accrued
a liability in the  discontinued  business  caption for $149,000.  On January 4,
2000,  the Company paid $232,000 on the  officer's  behalf in settlement of this
legal action.  In  connection  with the January 4, 2000 payment in excess of the
cap,  the officer  signed a note  payable to the Company  for  $83,000,  bearing
interest at 10% per annum with  interest  and  principal  payable in one balloon
payment due on February 3, 2002.

     On October 27, 1999, the Company  settled  litigation  associated  with the
failed  Press-Loto  investment  transaction (Note 11). As part of the settlement
agreement,  the Company  issued 25,000  Common  Shares,  valued at $71,000,  and
forgave a $297,000 loan to Rugby National Corp., an unrelated third party, which
the Company had written off in 1998.  Both  charges are  reported in  continuing
operations.

                                     F - 30


<PAGE>


                       MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 15 - SUBSEQUENT EVENTS

     During  1999,  the Company  granted  options to purchase  4,058,083  Common
Shares in excess of the 2,000,000 Common Shares authorized for issuance upon the
exercise of options  grantable under the Company's 1996 Stock Option Plan. These
options, 68,000 of which were granted to non- employee consultants, had exercise
prices  ranging  from  $1.00 per share to $6.38 per share.  Options to  purchase
3,508,083 Common Shares were granted at the then market price, and the remainder
were non-qualified  options granted at below market price.  Substantially all of
these options vested on April 4, 2000.

     On January 1, 2000,  the  Company  granted  options to  purchase  2,072,500
Common Shares at an exercise price of $2.50 per share, to certain  employees who
were retained in connection  with the  acquisition  of assets of Global PC which
closed on December 22, 1999. These options were also for shares in excess of the
2,000,000  shares  originally  authorized  for issuance under the Company's 1996
Stock Option Plan.  These  employees were former  employees of Global PC who the
Company determined were integral to the Company's  development,  enhancement and
sale of the Global PC and related  products and services.  These options vest in
one-third increments in July 2000, January 2001 and January 2002.

     On January 20,  2000,  the  shareholders  approved an amendment to the 1996
Stock Option Plan which increased the number of options  available to be granted
to 10,000,000. In accordance with generally accepted accounting principles,  the
Company is required to recognize a non-cash  compensation charge measured by the
difference  between the exercise  price of the options  granted to purchase such
excess  6,133,583  Common  Shares,  and the then market  price of the  Company's
Common  Shares on January 20, 2000.  As a result,  the Company will  recognize a
non-cash stock  compensation  charge commencing in the first quarter of 2000 and
extending over the vesting period of those options of approximately $85,000,000.
This non-cash  earnings  charge will not impact the Company's  cash flows or net
stockholders' equity.

     On January 21,  2000,  the Company  issued  warrants to purchase  1,000,000
Common Shares to a Director who subsequently  became the Company's Interim Chief
Executive  Officer and Chairman of the Board.  The Warrants to purchase  500,000
Common Shares  vested  immediately  and the warrants for the  remaining  500,000
Common  Shares were vested on April 4, 2000.  Of these  warrants,  500,000  were
issued below  market with an exercise  price of $5.00 per share and 500,000 were
issued below market at various prices ranging from $5.00 to $15.00.  The Company
will recognize a stock  compensation  charge in the first and second quarters of
2000 related to the warrants  which vested on January 21, 2000 and April 4, 2000
of approximately $5,300,000 and $4,600,000,  respectively. On April 4, 2000, the
Company  issued  warrants to purchase  500,000  Common  Shares at market with an
exercise  price of $20.25 per share to this  Director  at the time he became the
Company's Interim Chief Executive Officer and Chairman of the Board. The 500,000
warrants  issued on April 4, 2000,  which  vested  immediately,  were granted in
connection  with the  individual's  acceptance of the positions of Interim Chief
Executive Officer and Chairman of the Board and to commit his time and resources
to the Company, his personal commitment to provide the Company up to $6,000,000,
to support ongoing capital  requirements of the Company,  if necessary,  and his



                                     F - 31

<PAGE>


                        MyTurn.com, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                           December 31, 1999 and 1998

posting of  $3,500,000  as  security  for the  Company's  line of credit  with a
manufacturer.  All 1,500,000  warrants  described  above are  exercisable  for a
period expiring 5 years from the date of issuance.

     In the opinion of the Company's management, the funding committed to by the
Interim Chief  Executive  Officer and Chairman of the Board,  and the funds that
would be  generated  from the  exercise  of  options  which  certain  members of
management  have committed to, will be sufficient to meet the Company's  working
capital needs,  and allow it to meet its obligations on a timely basis,  for the
next 12 months.

                                     F - 32




<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

                                          MYTURN.COM, INC.

April 14, 2000                            By:/s/ Michael Fuchs
                                             -------------------------------
                                             Interim Chief Executive Officer



<PAGE>


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant in the capacities and on the
dates indicated.

Signature                             Capacity                        Date

/s/ Michael Fuchs
- -------------------------
Michael Fuchs                   Chairman of the Board,          April 14, 2000
                                Interim Chief Executive
                                Officer and Director

/s/ Rudy C. Theale
- -------------------------
Rudy C. Theale, Jr.             Vice Chairman of the Board      April 14, 2000
                                and Director


/s/ R.E. (Teddy) Turner, IV
- ---------------------------
R. E. (Teddy) Turner, IV        Director                        April 14, 2000


/s/ Christopher Liston
- ---------------------------
Christopher Liston              Director                        April 14, 2000


/s/ Harold Lazarus, Ph.D
- ---------------------------
Harold Lazarus, Ph.D            Director                        April 14, 2000


/s/ Mark Bradlee
- ---------------------------
Mark Bradlee                    Director                        April 14, 2000


/s/ Brian Dougherty
- ---------------------------
Brian Dougherty                 Director                        April 14, 2000


/s/ Joseph Antonini
- ---------------------------
Joseph Antonini                 Director                        April 14, 2000



- ---------------------------
Jeffrey H. Coats                Director



/s/ David Greenspan
- ---------------------------
David Greenspan                 Chief Financial Officer and     April 14, 2000
                                Secretary (Principal Accounting
                                Officer)


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                COMPU-DAWN, INC.

                         (Pursuant to Section 242 of the
                      General Corporation Law of Delaware)

     COMPU-DAWN,  INC., a corporation  organized and existing under the Delaware
General Corporation Law (the "Corporation"), DOES HEREBY CERTIFY:

     FIRST:  The  Certificate  of  Incorporation  of the  Corporation  is hereby
amended  to change the name of the  Corporation  and to  increase  the number of
Common Shares that the Corporation shall be authorized to issue.

     SECOND: Article I of the Certificate of Incorporation of the Corporation is
hereby  amended to read in its  entirety as follows:

                                   "ARTICLE I

     The name of the corporation is "MyTurn.com,  Inc." (hereinafter referred to
     as the "Corporation")."

     THIRD:  Paragraph (a) of Article IV of the Certificate of  Incorporation of
the  Corporation is hereby  amended to read in its entirety as follows:

          (a) The  aggregate  number of shares  of stock  which the  Corporation
          shall have authority to issue is 61,000,000,  of which  60,000,000 are
          shares  of  Common  Stock,  with a par  value of $.01 per  share,  and
          1,000,000 are shares of Preferred Stock,  with a par value of $.01 per
          share."



<PAGE>

     FOURTH:  The foregoing  amendments were duly adopted in accordance with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     IN WITNESS  WHEREOF,  the President of the Corporation has hereunto set his
hand to this Certificate this 20th day of January, 2000.

                                       COMPU-DAWN, INC.

                                       By: /s/  Paul K. Danner
                                          ---------------------------------
                                          Paul K. Danner
                                          Chief Executive Officer


<PAGE>

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                COMPU-DAWN, INC.

                                    ARTICLE I
                                     OFFICES

     SECTION 1. REGISTERED  OFFICE. - The registered office shall be established
and  maintained at c/o United  Corporate  Services,  Inc., 15 East North Street,
Dover,  Delaware  19901  and  United  Corporate  Services,  Inc.  shall  be  the
registered agent of this corporation in charge thereof.

     SECTION 2. OTHER OFFICES. - The corporation may have other offices,  either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the  corporation  may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 1.  ANNUAL  MEETINGS.  - Annual  meetings of  stockholders  for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall  determine  and as set forth in the  notice  of  meeting.  To be  properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting (or any  supplement  thereto)  given by, at the  direction of or upon
authority  granted by the Board of Directors,  (b) otherwise  brought before the
meeting  by,  at the  direction  of or upon  authority  granted  by the Board of
Directors,  or (c)  subject to Article VII hereof,  otherwise  properly  brought
before the meeting by a stockholder.  For business to be properly brought before
an annual  meeting by a  stockholder,  the  stockholder  must have given  timely
notice thereof in writing to the Secretary of the  Corporation.  To be timely, a
stockholder's  notice must be received at the principal executive offices of the
Corporation  not less than 60 days nor more than 90 days  prior to the  meeting;
provided, however, that, in the event that less than 70 days' notice of the date
of the meeting is given to  stockholders  and public  disclosure  of the meeting
date,  pursuant to a press  release,  is either not made or is made less than 70
days prior to the meeting date, then notice by the stockholder to be timely must
be so received  not later than the close of business on the tenth day  following
the  earlier  of (a) the day on which  such  notice  of the  date of the  annual
meeting  was  mailed to  stockholders  or (b) the day on which  any such  public
disclosure was made.

     A  stockholder's  notice to the Secretary  must set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) a brief
description of the business desired to be brought before the annual meeting, and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder

                                        1


<PAGE>



proposing such business,  (c) the class and number of shares of the  Corporation
which are beneficially  owned by the stockholder,  and (d) any material interest
of the stockholder in such business.  Notwithstanding anything in the By-Laws to
the contrary,  but subject to Article II, Section 8 hereof, no business shall be
conducted at an annual  meeting  except in accordance  with the  procedures  set
forth in this Section 1. The Chairman of an annual meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting in accordance  with the provisions of this Section 1,
and, if he should so determine, he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted.

     If the date of the  annual  meeting  shall fall upon a legal  holiday,  the
meeting  shall be held on the  next  succeeding  business  day.  At each  annual
meeting, the stockholders  entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting.

     SECTION 2. SPECIAL  MEETINGS.  - Special  meetings of stockholders  for any
purpose or purposes may be called by the  President or the Chairman of the Board
of the corporation and such meetings may be held at such time and place,  within
or  without  the State of  Delaware,  as shall be  stated  in the  notice of the
meeting.

     SECTION 3. VOTING.  - Except as otherwise  provided in the  Certificate  of
Incorporation, each stockholder entitled to vote in accordance with the terms of
the Certificate of Incorporation  and in accordance with the provisions of these
By-Laws shall be entitled to one vote, in person or by proxy,  for each share of
stock  entitled  to vote held by such  stockholder,  but no proxy shall be voted
after three years from its date unless such proxy  provides for a longer period.
If the Certificate of Incorporation  provides for more or less than one vote for
any share,  on any matter,  every  reference  in these  By-Laws to a majority or
other  proposition of stock shall refer to such majority or other  proportion of
the  votes of such  stock.  Upon the  demand  of any  stockholder,  the vote for
directors and the vote upon any question before the meeting, shall be by ballot.
All  elections  for  directors  shall be decided by  plurality  vote;  all other
questions shall be decided by majority vote except as otherwise  provided by the
Certificate of Incorporation or the laws of the State of Delaware.

     A  complete  list of the  stockholders  entitled  to  vote  at the  ensuing
election,  arranged in  alphabetical  order,  with the address of each,  and the
number  of  shares  held  by  each,  shall  be open  to the  examination  of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof,  and may be inspected by any
stockholder who is present.

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<PAGE>



     SECTION  4.  QUORUM  . -  Except  as  otherwise  required  by  law,  by the
Certificate of Incorporation or by these By-Laws, the presence,  in person or by
proxy,  of  stockholders  holding a  majority  of the  stock of the  corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement  at the meeting,  until the requisite  amount of stock  entitled to
vote shall be  present.  At any such  adjourned  meeting at which the  requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.  If the  adjournment is for more than thirty (30) days, or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote the meeting.

     SECTION 5. NOTICE OF MEETINGS.  - Written notice,  stating the place,  date
and time of the meeting,  and in the case of a special  meeting,  the purpose or
purposes  for which the  meeting is called,  shall be given to each  stockholder
entitled  to vote  thereat at his  address  as it appears on the  records of the
corporation,  not less than ten nor more than sixty days  before the date of the
meeting. No business other than that stated in the notice shall be transacted at
any meeting without the unanimous  consent of all the  stockholders  entitled to
vote thereat.

     SECTION 6.  ACTION  WITHOUT  MEETING.  - Unless  otherwise  provided by the
Certificate of  Incorporation,  any action required to be taken at any annual or
special meeting of stockholders,  or any action which may be taken at any annual
or special  meeting,  may be taken  without a meeting,  without prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. NUMBER AND TERM. - The number of  directors  shall be fixed from
time to time by the Board of Directors of the  corporation.  The directors shall
be elected as provided  below and each director  shall be elected to serve until
his  successor  shall be elected  and shall  qualify.  A director  need not be a
stockholder.

     Unless otherwise  provided in the Certificate of  Incorporation,  directors
shall be elected in three  classes.  The number of directors in each class shall
be  fixed  from  time to time by the  Board  of  Directors  of the  corporation;
provided, however that the number of directors in any class shall not exceed the
number of directors in any other class by more than one. The initial term

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<PAGE>



of office of the  first  class of  directors  shall  expire at the first  annual
meeting of stockholders after their election,  the initial term of office of the
second  class  of  directors  shall  expire  at the  second  annual  meeting  of
stockholders  after their  election  and the initial term of office of the third
class of  directors  shall expire at the third  annual  meeting of  stockholders
after their  election.  At each annual meeting of  stockholders  after 1999, the
directors  elected to succeed those whose terms have expired shall be identified
as being of the same class as the directors they succeed and shall be elected to
hold office until the third  succeeding  annual  meeting of  stockholders  after
their election. Notwithstanding the foregoing, however, each director shall hold
office until his successor shall have been duly elected and qualified, unless he
shall resign, become disqualified, disabled or shall otherwise be removed.

     If the  number of  directors  is  changed,  any  increase  or  decrease  in
directors  shall be apportioned  among the classes so as to maintain all classes
as equal in number as possible, and any additional director elected to any class
shall hold  office for a term which  shall  coincide  with the term of the other
directors in such class.  No increase in the number of directors  shall  shorten
the term of any incumbent director.

     Any  vacancy  occurring  in the Board of  Directors  caused  by the  death,
resignation,  or  removal  of a  director,  and any newly  created  directorship
resulting  from an  increase  in the  number  of  directors,  may be filled by a
majority of the  directors  then in office,  although  less than a quorum.  Each
director  chosen to fill a vacancy  or newly  created  directorship  shall  hold
office until the next election of the class for which such  director  shall have
been chosen and until his successor shall be duly elected and qualified.

     Notwithstanding  the foregoing  paragraphs  of this  Section,  whenever the
holders of any preferred stock issued by the  corporation  shall have the right,
voting as a class or otherwise,  to elect directors,  the then authorized number
of  directors  of the  corporation  shall  be  increased  by the  number  of the
additional  directors so to be elected,  and the holders of such preferred stock
shall be entitled, as a class or otherwise,  to elect such additional directors.
Any  directors  so elected  shall hold office  until the next annual  meeting of
stockholders or until their rights to hold such office shall terminate  pursuant
to the provisions of such preferred stock, whichever is earlier.

     SECTION 2.  RESIGNATIONS.  - Any  director,  member of a committee or other
officer may resign at any time. Such resignation  shall be made in writing,  and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the  President  or  Secretary.  The  acceptance  of a
resignation shall not be necessary to make it effective.

     SECTION 3. VACANCIES - If the office of any director, member of a committee
or other officer becomes vacant, the remaining directors in office,  though less
than a quorum by a majority vote, may appoint any qualified  person to fill such
vacancy,  who shall hold office for the  unexpired  term and until his successor
shall be duly chosen.

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<PAGE>



     SECTION 4. REMOVAL.  - Any director or directors may be removed  either for
or  without  cause  at any  time by the  affirmative  vote of the  holders  of a
majority  of all the  shares of stock  outstanding  and  entitled  to vote at an
election of  directors  (notwithstanding  the  classification  of the Board into
members having staggered terms), at a special meeting of the stockholders called
for the purpose and the  vacancies  thus  created may be filled,  at the meeting
held for the  purpose of  removal,  by the  affirmative  vote of a  majority  in
interest of the stockholders  entitled to vote, except that any director elected
by the  holders  of  preferred  stock may only be  removed  by the  holders of a
majority  of the shares of that class or series  thereof  entitled to vote at an
election of such director.

     SECTION 5.  INCREASE OF NUMBER.  - The number of directors may be increased
by  amendment  of these  By-Laws by the  affirmative  vote of a majority  of the
directors,  though less than a quorum, or, by the affirmative vote of a majority
in interest of the  stockholders,  at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such  meeting to hold office  until the next annual  election and until their
successors are elected and qualify.

     SECTION 6.  POWERS.  - The Board of  Directors  shall  exercise  all of the
powers of the  corporation  except such as are by law, or by the  Certificate of
Incorporation of the corporation or by these By-Laws  conferred upon or reserved
to the stockholders.

     SECTION 7.  COMMITTEES.  - The Board of Directors may designate one or more
committees,  each  committee  to consist of two or more of the  directors of the
corporation.  The board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or  disqualification  of any member or
such committee or committees,  the member or members thereof present at any such
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

     Any such  committee,  to the extent provided in the resolution of the Board
of Directors,  or in these  By-Laws,  shall have and may exercise all the powers
and  authority of the Board of Directors in the  management  of the business and
affairs of the corporation,  and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power of authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the  corporation;  and unless the resolution,  these By-Laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.

     SECTION 8. MEETINGS.  - The newly elected Board of Directors may hold their
first meeting for the purpose of  organization  and the transaction of business,
if a quorum be present,

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<PAGE>



immediately after the annual meeting of the stockholders;  or the time and place
of such meeting may be fixed by consent, in writing, of all the directors.

     Unless restricted by the Certificate of Incorporation or elsewhere in these
By-laws,  members of the Board of Directors or any committee  designated by such
Board  may  participate  in a meeting  of such  Board or  committee  by means of
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at such meeting.

     Regular meetings of the Board of Directors may be scheduled by a resolution
adopted by the Board.  The  Chairman of the Board or the  President or Secretary
may call, and if requested by any two directors,  must call a special meeting of
the Board and give five days' notice by mail,  or 24 hours notice  personally or
by telephone,  telecopier or e-mail to each director. The Board of Directors may
hold an annual meeting, without notice,  immediately after the annual meeting of
Stockholders.

     SECTION 9. QUORUM.  - A majority of the directors shall constitute a quorum
for the  transaction of business.  If at any meeting of the board there shall be
less than a quorum present,  a majority of those present may adjourn the meeting
from time to time until a quorum is obtained, and no further notice thereof need
be given other than by announcement at the meeting which shall be so adjourned.

     SECTION 10.  COMPENSATION.  - Directors shall not receive any stated salary
for their services as directors or as members of  committees,  but by resolution
of the  board  a  fixed  fee and  expenses  of  attendance  may be  allowed  for
attendance  at each  meeting.  Nothing  herein  contained  shall be construed to
preclude any director from serving the  Corporation  in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

     SECTION 11. ACTION WITHOUT  MEETING.  - Any action required or permitted to
be taken at any meeting of the Board of Directors,  or of any committee thereof,
may be taken  without  a  meeting,  if prior to such  action a  written  consent
thereto is signed by all members of the board,  or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.

                                   ARTICLE IV
                                    OFFICERS

     SECTION  1.  OFFICERS.  -  The  officers  of  the  corporation  shall  be a
President,  a Treasurer,  and a  Secretary,  all of whom shall be elected by the
Board of Directors and who shall hold office until their  successors are elected
and qualified. In addition, the Board of Directors may elect a Chairman, a Chief
Executive Officer, a Chief Financial Officer, a Chief Operating Officer,  one or
more Vice-Presidents and such Assistant  Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors.
The officers shall be elected at

                                        6


<PAGE>



the first meeting of the Board of Directors after each annual meeting. More than
two offices may be held by the same person.

     SECTION 2. OTHER OFFICERS AND AGENTS.  - The Board of Directors may appoint
such other  officers and agents as it may deem  advisable,  who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     SECTION 3.  CHAIRMAN.  - The Chairman of the Board of Directors,  if one be
elected,  shall  preside at all meetings of the Board of Directors  and he shall
have and perform  such other  duties as from time to time may be assigned to him
by the Board of Directors.

     SECTION 4. PRESIDENT.  - Unless a chief executive  officer or other officer
is elected and has been  assigned the powers and the duties of  supervision  and
management by the Board of Directors, the President shall be the chief executive
officer  of the  corporation  and shall  have the  general  powers and duties of
supervision  and  management  usually  vested in the  office of  President  of a
corporation,  subject to the  control of the Board of  Directors.  Except as the
Board of Directors shall  authorize the execution  thereof in some other manner,
he  shall  execute  bonds,  mortgages  and  other  contracts  in  behalf  of the
corporation,  and shall cause the seal to be affixed to any instrument requiring
it and when so  affixed  the seal  shall be  attested  by the  signature  of the
Secretary or the Treasurer or Assistant Secretary or an Assistant Treasurer.

     SECTION 5. VICE-PRESIDENT. - Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

     SECTION  6.  TREASURER.  - The  Treasurer  shall  have the  custody  of the
corporate  funds and  securities  and shall  keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
corporation in such depositaries as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors,  or the  President,  taking proper  vouchers for such
disbursements.  He shall render to the  President  and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  corporation.  If  required  by the Board of  Directors,  he shall  give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the board shall prescribe.

     SECTION 7.  SECRETARY.  - The  Secretary  shall give, or cause to be given,
notice of all meetings of  stockholders  and  directors,  and all other  notices
required by the law or by these  By-Laws,  and in case of his absence or refusal
or  neglect  so to do,  any such  notice  may be given by any  person  thereunto
directed by the President,  or by the  directors,  or  stockholders,  upon whose
requisition the meeting is called as provided in these By-Laws.  He shall record
all the proceedings

                                        7


<PAGE>



of the meetings of the corporation and of the directors in a book to be kept for
that  purpose,  and shall perform such other duties as may be assigned to him by
the  directors  or the  President.  He shall have the custody of the seal of the
corporation  and shall  affix the same to all  instruments  requiring  it,  when
authorized by the directors or the President, and attest the same.

     SECTION 8.  ASSISTANT  TREASURERS  AND ASSISTANT  SECRETARIES.  - Assistant
Treasurers  and Assistant  Secretaries,  if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be  assigned  to them,
respectively, by the directors.

                                    ARTICLE V
                                  MISCELLANEOUS

     SECTION 1.  CERTIFICATES OF STOCK. - A certificate of stock,  signed by the
Chairman  or  Vice-Chairman  of the  Board  of  Directors,  if they be  elected,
President or  Vice-President,  and the Treasurer or an Assistant  Treasurer,  or
Secretary or Assistant Secretary, shall be issued to each stockholder certifying
the number of shares owned by him in the corporation. When such certificates are
countersigned  (1)  by a  transfer  agent  other  than  the  corporation  or its
employee, or, (2) by a registrar other than the corporation or its employee, the
signatures of such officers may be facsimiles.

     SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be issued in
the place of any certificate  theretofore issued by the corporation,  alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the  corporation  a bond,  in such sum as they may  direct,  not  exceeding
double the value of the stock,  to indemnify the  corporation  against any claim
that  may be  made  against  it on  account  of the  alleged  loss  of any  such
certificate, or the issuance of any such new certificate.

     SECTION 3.  TRANSFER  OF SHARES.  - The shares of stock of the  corporation
shall be  transferrable  only upon its books by the holders thereof in person or
by their  duly  authorized  attorneys  or legal  representatives,  and upon such
transfer the old  certificate  shall be  surrendered  to the  corporation by the
delivery  thereof  to the person in charge of the stock and  transfer  books and
ledgers,  or to such other person as the directors may  designate,  by whom they
shall be canceled,  and new  certificates  shall  thereupon be issued.  A record
shall  be made of each  transfer  and  whenever  a  transfer  shall  be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

     SECTION 4.  STOCKHOLDERS  RECORD DATE. - (a) In order that the  corporation
may determine the  stockholders  entitled to notice of or to vote at any meeting
of  stockholders or any  adjournment  thereof,  the board of directors may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing the record date is adopted by the board of

                                        8


<PAGE>



directors. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

     b) In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record is adopted by the board of directors.

     (c) In order that the corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  entitled to  exercise  any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action,  the board of directors  may fix a record date,  which record date shall
not  precede  the date upon  which the  resolution  fixing  the  record  date is
adopted.

     SECTION 5.  DIVIDENDS.  - Subject to the  provisions of the  Certificate of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  corporation  available
for  dividends,  such sum or sums as the  directors  from  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the corporation.

     SECTION 6. SEAL. - The  corporate  seal shall be circular in form and shall
contain  the name of the  corporation,  the year of its  creation  and the words
"Corporate  Seal,  Delaware,  1996".  Said seal may be used by  causing  it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 7.  FISCAL  YEAR.  - The fiscal  year of the  corporation  shall be
determined by resolution of the Board of Directors.

     SECTION 8. CHECKS. - All checks,  drafts or other orders for the payment of
money,  notes or  other  evidences  of  indebtedness  issued  in the name of the
corporation shall be signed by such officer or officers,  agent or agents of the
corporation,  and in such  manner  as shall be  determined  from time to time by
resolution of the Board of Directors.

     SECTION 9. NOTICE AND WAIVER OF NOTICE.  - Whenever  any notice is required
by these By-Laws to be given,  personal notice is not meant unless  expressly so
stated,  and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail,  postage,  prepaid,  addressed to
the person  entitled  thereto at his address as it appears on the records of the
corporation,  and such  notice  shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by Statute.

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<PAGE>



     Whenever any notice  whatever is required to be given under the  provisions
of any law, or under the provisions of the Certificate of  Incorporation  of the
corporation of these By-Laws, a waiver thereof in writing,  signed by the person
or persons  entitled  to said  notice,  whether  before or after the time stated
therein, shall be deemed equivalent thereto.

                                   ARTICLE VI
                                   AMENDMENTS

     These  By-Laws  may be altered or  repealed  and By-Laws may be made at any
annual meeting of the  stockholders  or at any special meeting thereof if notice
of the  proposed  alteration  or  repeal  of  By-Law  or  By-Laws  to be made be
contained in the notice of such special  meeting,  by the affirmative  vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the  affirmative  vote of a majority of the Board of  Directors,  at any regular
meeting of the Board of  Directors,  or at any  special  meeting of the Board of
Directors,  if notice of the proposed  alteration or repeal of By-Law or By-Laws
to be made, be contained in the notice of such special meeting.

                                   ARTICLE VII
                                 INDEMNIFICATION

     No director shall be liable to the  corporation or any of its  stockholders
for  monetary  damages for breach of fiduciary  duty as a director,  except with
respect to (1) a breach of the director's  duty of loyalty to the corporation or
its  stockholders,  (2) acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit,  it being the intention of the foregoing provision
to eliminate the liability of the corporation's  directors to the corporation or
its stockholders to the fullest extent  permitted by law. The corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person that such law
grants the corporation the power to indemnify.

                                  ARTICLE VIII
                     NOTICE AND QUALIFICATION OF STOCKHOLDER
                                NOMINEES TO BOARD

     Only persons who are nominated in accordance  with the procedures set forth
in this Article VIII shall be qualified for election as  directors.  Nominations
of persons for election to the Board of Directors of the corporation may be made
at a meeting of stockholders by or at the direction of the Board of Directors or
by any  stockholder  of the  corporation  entitled  to vote for the  election of
Directors  at the meeting who  complies  with the  procedures  set forth in this
Article  VIII. In order for persons  nominated to the Board of Directors,  other
than those  persons  nominated by or at the direction of the Board of Directors,
to be qualified to serve on the Board of  Directors,  such  nomination  shall be
made pursuant to timely  notice in writing to the Secretary of the  corporation.
To be timely, a stockholder's notice must be received at the principal executive
offices of the  Corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however,

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<PAGE>


that,  in the event that less than 70 days' notice of the date of the meeting is
given to stockholders and public  disclosure of the meeting date,  pursuant to a
press  release,  is either  not made or is made  less than 70 days  prior to the
meeting date,  then notice by the  stockholder  to be timely must be so received
not later than the close of business on the tenth day  following  the earlier of
(a) the day on which  such  notice  of the date of the  meeting  was  mailed  to
stockholders or (b) the day on which such public disclosure was made.

     A  stockholder's  notice  to the  Secretary  must set  forth (a) as to each
person whom the Stockholder  proposes to nominate for election or re-election as
a director (i) the name,  age,  business  address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class and number of shares of the corporation  which are  beneficially  owned by
such  person and (iv) any other  information  relating  to such  person  that is
required to be disclosed in  solicitation  of proxies for election of directors,
or is otherwise  required,  in each case pursuant to Regulation 14A  promulgated
under  the  Securities  Exchange  Act of  1934,  as  amended  from  time to time
(including,  without limitation, such documentation as is required by Regulation
14A to  confirm  that such  person is a bona  fide  nominee);  and (b) as to the
stockholder  giving the notice (i) the name and  address,  as they appear on the
corporation's books, of such stockholder and (ii) the class and number of shares
of the corporation  which are  beneficially  owned by such  stockholder.  At the
request  of the  Board  of  Directors,  any  person  nominated  by the  Board of
Directors  for  election as a Director  shall  furnish to the  Secretary  of the
corporation that information  required to be set forth in a stockholder's notice
of nomination  which  pertains to the nominee.  No person shall be qualified for
election as a Director of the  corporation  unless  nominated in accordance with
the  procedures  set forth in this  Article  VIII.  The  Chairman of the meeting
shall,  if the facts  warrant,  determine  and  declare  to the  meeting  that a
nomination was not made in accordance with procedures prescribed by the By-Laws,
and,  if he should so  determine,  he shall so declare to the  meeting,  and the
defective nomination shall be disregarded.



                                       11


<PAGE>




                     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.



                                       16

                     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.

- --------------------------------------------------------------------------------
SECTION              AMENDMENT

- --------------------------------------------------------------------------------

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.


                                        1


<PAGE>




         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


                          2


<PAGE>



                                GEOWORKS - MYTURN

                 STOCK TRANSFER AND TECHNOLOGY LICENSE AGREEMENT

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

                                    RECITALS

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

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

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

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

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

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

                                    AGREEMENT

1.1      DEFINITIONS.

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

PAGE 1


<PAGE>




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

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

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

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

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

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

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

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

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

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

PAGE 2


<PAGE>


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

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

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

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

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

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

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

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

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

1.3  REPRESENTATIONS AND WARRANTIES OF MYTURN.

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

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

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

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

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

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

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

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

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

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

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

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

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

1.4      REPRESENTATIONS AND WARRANTIES OF GEOWORKS.

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

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

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

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

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

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

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

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

1.5  COVENANT OF MYTURN.

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

2.   TECHNOLOGY LICENSE.

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

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

Exhibit B      Development and Support Services.

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

Exhibit D      Form of End User License Agreement.


2.2  Modification  and  Interpretation  of Exhibits.  The Exhibits shall be kept
     up-to-date and modifications and additions thereto shall be executed as and
     effective  only upon mutual  agreement  evidenced  in writing and signed by
     authorized  officers of the Parties.  All Exhibits  shall be subject to the
     terms and conditions of this Agreement,  unless  otherwise  provided in any
     such  Exhibit.  In the event of a conflict  between the terms of an Exhibit
     and the terms of this  Agreement,  the terms of each Exhibit shall be given
     effect only for the subject matter covered by that Exhibit.

2.3  Entire  Agreement. This  Agreement and the Exhibits hereto state the entire
     agreement  between  the  Parties and  supersede  all prior  communications,
     written or oral,  between the Parties.  No terms in any  purchase  order or
     other forms shall modify the terms of this Agreement, even if such purchase
     order or other forms are accepted by either Party.

2.4  Severability. If any provision contained in this Agreement is determined to
     be invalid or unenforceable,  in whole or in part, the remaining provisions
     and any partially enforceable provision will, nevertheless,  be binding and
     enforceable,  and the Parties agree to substitute for the invalid provision
     a valid provision which most closely  approximates  the intent and economic
     effect of the invalid provision.

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

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

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

3.2  Reproduction.

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

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

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

3.4  Distribution.

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

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

3.5  Reserved Rights.

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

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

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

3.6  Exclusivity.

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

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

     3.6c Performance Requirements:


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

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

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

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

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

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

3.7  Remedies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     4.1e  to furnish to  MYTURN,  within 30 days from the end of each  calendar
          quarter,  a signed statement  showing the number of copies so made and
          the number of copies so  distributed,  and to allow MYTURN or GEOWORKS
          to have such statements examined and audited by an independent auditor
          to the extent  necessary  to verify  such  statements,  subject to the
          audit conditions set forth in Section 7.7 (Audits); and

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

5.   INTELLECTUAL PROPERTY RIGHTS.

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

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

5.3  DERIVATIVE WORKS.

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

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


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

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

     5.3e Where the  contributions  of GEOWORKS  and MYTURN to the creation of a
          Derivative  Work  are  so  interlinked  that  it is  not  possible  to
          determine separate  ownership,  then each of the Parties shall have an
          undivided  one-half  ownership  interest in any Intellectual  Property
          Rights therein; provided however, that such jointly-owned Intellectual
          Property Rights shall not extend to the underlying Licensed Technology
          or underlying  Derivative  Works owned by either  Party,  as set forth
          above, but only to the modifications thereto made jointly.

     5.3f Each Party shall take all actions and execute all  documents  that are
          necessary  to assign to the other its one-half  ownership  interest in
          any jointly-owned Intellectual Property Rights. Neither Party shall be
          required  to obtain the consent of, or account to, the other Party for
          the  exploitation  of the  rights  covered  by any such  jointly-owned
          Intellectual Property Rights, except that neither Party shall have the
          authority to grant an exclusive  license under any such rights without
          the prior written consent of the other Party.

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

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

7.   PAYMENTS.

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

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

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

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

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

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

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

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

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

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

6.7  Audits.  During the term of this  Agreement and for twelv (12) months after
     the  expiration  or any  termination  of  this  Agreement,  an  independent
     third-party  representative of GEOWORKS,  reasonably  acceptable to MYTURN,
     upon reasonable  notice and during  MYTURN's  normal business hours,  shall
     have the right to conduct an audit of the  relevant  portions  of  MYTURN's
     books of account to verify  compliance  with this  Agreement.  MYTURN shall
     immediately pay any overdue  payments  revealed by such audit(s),  together
     with  interest  thereon  at the  rate of 1.5%  per  month  (or the  maximum
     permitted by applicable law, if less) from the due date until paid.  Except
     as set forth below, such audit(s) may be conducted no more than once in any
     six-month  period.  GEOWORKS  shall bear the costs of the audit;  provided,
     however,  if the audit reveals  overdue  payments in excess of five percent
     (5%) of the total royalty  payable for any six-month  period,  MYTURN shall
     pay the costs of such audit and for each such audit GEOWORKS shall have the
     right to conduct  another  audit  during  the same  six-month  period.  All
     information  obtained by GEOWORKS'  independent third party  representative
     during any such  audit  shall be treated  as  Confidential  Information  as
     defined in Section 14 (Nondisclosure and Restricted Use).

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

8.   ADVERTISING, TRADEMARK USAGE/PROTECTION AND PUBLICITY.

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

8.2  Acknowledgments.  Each Party shall be entitled to use th other Party's name
     and the  name of its  products  in  promotional  literature  and  marketing
     materials,  upon  receipt  of prior  approval  from the other  Party,  such
     approval not to be unreasonably  withheld or delayed.  Such approval may be
     given only by the office of General  Counsel of GEOWORKS.  Each Party shall
     promptly  review  (within five (5) business  days) all such  requests  made
     under this Subsection.

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

9.   GEOWORKS' INDEMNITIES.

9.1  Indemnity.  GEOWORKS  will  indemnify,  defend,  and hold  harmless  MYTURN
     against,  and pay any resulting  awards and  settlements  arising from, any
     claim,  demand,  suit or action to the extent it alleges  that the Licensed
     Technology as supplied by GEOWORKS  infringes upon any United States patent
     issued as of the  Effective  Date of this  Agreement,  (or, with respect to
     updates, as of the date that any update is supplied to MYTURN by GEOWORKS),
     or any  copyright  or trade secret of any third  party,  provided  that (1)
     MYTURN  promptly  informs  GEOWORKS in writing of any such  claim,  demand,
     action or suit, (2) GEOWORKS is given control over the defense  thereof and
     MYTURN cooperates in the defense, at GEOWORKS' expense, and (3) MYTURN will
     not agree to the settlement of any such claim, demand, action or suit prior
     to a final judgment  thereon without the prior written consent of GEOWORKS,
     which  consent  will not be  unreasonably  withheld.  MYTURN shall have the
     right to select its own  counsel to  participate  in any such  defense,  at
     MYTURN's  expense.  GEOWORKS'  indemnity  obligations  do not  apply to (1)
     modifications  to  the  Licensed   Technology   specified  by  MYTURN,  (2)
     modifications  made  to  the  Licensed  Technology  by  anyone  other  than
     GEOWORKS,  (3)  use  of a  superseded  version  of  the  GEOWORKS  Licensed
     Technology  after  release  of an update by  GEOWORKS  in  accordance  with
     Section  6  hereof,  (4)  use of a  superseded  infringing  version  of the
     Licensed Technology by MYTURN after release of a non-infringing  version by
     GEOWORKS in accordance with Section 9.2 hereof (GEOWORKS' Options), and (5)
     any use or  combination  of the Licensed  Technology  with any  technology,
     software or hardware not supplied by GEOWORKS, if such alleged infringement
     would be  avoided  by use of the  Licensed  Technology  alone or with other
     technology, software or hardware.

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

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

10.  MYTURN'S INDEMNITIES.

10.1 Indemnity.  MYTURN and its Affiliates will defend GEOWORKS against, and pay
     any resulting awards and settlements  arising from any claim,  demand, suit
     or  action  to the  extent  it  alleges  that a  MYTURN  PC  Device  or any
     modification  to the Licensed  Technology  made by or for MYTURN  infringes
     upon any  United  States  patent  issued as of the  Effective  Date of this
     Agreement,  or any  copyright or trade  secret of any third party  provided
     that (1)  GEOWORKS  promptly  informs  MYTURN in writing of any such claim,
     demand,  action or suit,  (2)  MYTURN  is given  control  over the  defense
     thereof and GEOWORKS cooperates in the defense at MYTURN's expense, and (3)
     GEOWORKS will not agree to the settlement of any such claim, demand, action
     or suit prior to a final judgment  thereon  without the written  consent of
     MYTURN,  which consent will not be  unreasonably  withheld.  GEOWORKS shall
     have the right to select its own counsel to participate in any such defense
     at GEOWORKS' expense.  MYTURN's  indemnity  obligations do not apply to (1)
     modifications to a MYTURN PC Device specified by GEOWORKS,  and (2) any use
     or  combination  of a MYTURN PC Device  with any  technology,  software  or
     hardware not  supplied by MYTURN,  if such  alleged  infringement  would be
     avoided by use of such  MYTURN PC Device  alone or with  other  technology,
     software or hardware.

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

11.  COMBINATION CLAIMS. Any infringement claim arising solely out of the use or
     combination  of the  Licensed  Technology  with any  MYTURN  technology  or
     product shall be defended  cooperatively  by both Parties,  and the cost of
     such defense and any settlements or liabilities  shall be shared  equitably
     by  the  Parties.   If  the  Parties  cannot  agree  as  to  the  equitable
     arrangement,  then the settlements or liabilities  shall be shared pursuant
     to the determination by the arbitrator (or court, if the claim was filed in
     a court by a third party) of each Party's percentage of fault.

12.  WARRANTIES.

11.1 Disclaimer  of  Express   Warranties.   Subject  to  Section  9  (GEOWORKS'
     INDEMNITIES), all Licensed Technology, Third Party Technology, Confidential
     Information  and other  products or  technologies  provided by GEOWORKS are
     provided "AS IS," without a warranty of any kind.  NO REQUEST FOR PROPOSAL,
     PROPOSAL,  CORRESPONDENCE,  ADVERTISEMENT,  BID  OR  VERBAL  REPRESENTATION
     CONCERNING  THE  LICENSED  TECHNOLOGY,  THIRD  PARTY  TECHNOLOGY,  GEOWORKS
     CONFIDENTIAL  INFORMATION,  OR SERVICES  PROVIDED  BY  GEOWORKS  UNDER THIS
     AGREEMENT SHALL CONSTITUTE A WARRANTY OR GUARANTY.

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

11.3 Limited  Warranty  For Third Party  Technology.  WITH  RESPECT TO ANY THIRD
     PARTY  TECHNOLOGY,  GEOWORKS  WILL PASS THROUGH TO MYTURN ANY WARRANTY THAT
     GEOWORKS IS AUTHORIZED BY ITS SUPPLIER SO TO PASS THROUGH. GEOWORKS EXTENDS
     NO OTHER WARRANTY,  STATUTORY, EXPRESS, IMPLIED OR ARISING FROM A COURSE OF
     DEALING, USAGE OR TRADE PRACTICE, REGARDING ANY HARDWARE, SOFTWARE, CONTENT
     OR SERVICES  PURCHASED  OR LICENSED BY MYTURN FROM THIRD  PARTIES,  EVEN IF
     SUCH  ITEMS WERE  SELECTED  OR  RECOMMENDED  FOR  MYTURN BY  GEOWORKS.  ALL
     WARRANTIES, IF ANY, ARE PROVIDED SOLELY BY THE THIRD PARTY PROVIDERS.

13.  TERM OF  AGREEMENT  AND  TERMINATION.

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

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

13.3 Bankruptcy.  Each Party  shall have the right to  terminate this  Agreement
     immediately  upon written  notice in the event that the other Party becomes
     insolvent,  files for any form of bankruptcy,  makes any assignment for the
     benefit  of  creditors,  or  ceases  to  conduct  business  (other  than in
     connection with an assignment  permitted under Section 16.1  (Assignment)).
     Each  Party  acknowledges  that  if  it is a  debtor-in-possession  or if a
     trustee in  bankruptcy in a case under the United  States  Bankruptcy  Code
     rejects this  Agreement or any agreement  supplementary  hereto,  the other
     Party may elect to retain  its  rights  under  this  Agreement  and/or  any
     supplementary  agreement  as provided in Section  365(n) of the  Bankruptcy
     Code.  Upon written request of the other Party to the bankrupt Party or the
     Bankruptcy Trustee, the bankrupt Party or such Bankruptcy Trustee shall not
     interfere  with the rights of the other Party as provided in this Agreement
     and any supplementary agreement.

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

14.  NONDISCLOSURE AND RESTRICTED USE.

14.1 Confidential Information.  In the course of performing this Agreement, each
     Party (the  "Disclosing  Party")  may  disclose  to the other  Party  ("the
     Receiving   Party")  trade  secrets  and   confidential   and   proprietary
     information  of the  Disclosing  Party,  clearly  marked or, in the case of
     verbal  communications,  clearly  confirmed in writing as "CONFIDENTIAL" or
     any other similar legend  ("Confidential  Information").  Such Confidential
     Information  includes  without  limitation the terms and conditions of this
     Agreement,  technical  and/or  internal  specifications  of the  Disclosing
     Party's  products,  non-public  marketing plans,  future products and other
     non-public business information,  the trade secrets and technology embodied
     in the Licensed  Technology,  the trade secrets and technology  embodied in
     any MYTURN  Product,  each  Party's  sales data,  customer  lists and other
     non-public information.  All Confidential Information shall remain the sole
     property  of the  Disclosing  Party and the  Receiving  Party shall have no
     interest in or right to such Confidential  Information  except as expressly
     set forth in this  Agreement.  Both  Parties  agree  that all  Confidential
     Information of the other Party shall be held in strict confidence, will not
     be disseminated or disclosed to any third party and will not be used by the
     Receiving Party for any purpose other than performing its rights under this
     Agreement  without the express written consent of the Disclosing  Party for
     three (3) years from the date of  disclosure  (five (5) years for technical
     information). Both Parties agree to use at least the degree of diligence to
     protect the other Party's Confidential  Information as a reasonably prudent
     technology  company  would  normally  use to  protect  any of its own trade
     secrets and other confidential information.  The provisions of this Section
     shall not apply to any information or materials:

     14.1a  which  are in the  public  domain at the time of  disclosure  to the
     Receiving  Party or which  thereafter  enter the public  domain  through no
     action or inaction by the Receiving Party or its employees; or

     14.1b which the  Receiving  Party can  establish  and document  were in the
     possession  of, or known by, the Receiving  Party prior to its receipt from
     the Disclosing Party; or

     14.1c which are  rightfully  disclosed  to the  Receiving  Party by another
     person  not  in  violation  of  the  proprietary  or  other  rights  of the
     Disclosing Party, or any other person or entity; or

     14.1d  which  are  shown  by  written  record  to have  been  independently
     developed by the Receiving Party,  provided that the persons developing the
     same have not had access to the Confidential  Information  furnished to the
     Receiving Party by the Disclosing Party hereunder; or

     14.1e  which  are  required  to be  disclosed  pursuant  to law,  provided,
     however,  that a minimum of ten (10) days written  notice shall be provided
     by the Party  intending  to  disclose in order to permit the other Party to
     take  such  action  as it  deems  appropriate  to  prevent  or  limit  such
     disclosure.

13.2 Restricted Use. Without prejudice to the generality of the foregoing,  each
     Party  agrees not to use any of the  Confidential  Information  or Licensed
     Technology  of the  other  Party  for  any  use or  purposes  except  those
     expressly specified herein.

13.3 Licensed Technology Source Code Restrictions.

     14.3a  MYTURN acknowledges that GEOWORKS considers the Licensed  Technology
     source code to be Confidential  Information and to contain  proprietary and
     trade  secret  information  of  GEOWORKS.  MYTURN  agrees  not to  provide,
     disclose,  reproduce in any form, or give access to such source code to any
     third party or employee other than the Authorized Personnel.  MYTURN agrees
     that  Authorized  Personnel shall be informed of and abide by the terms and
     conditions of this Agreement.

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

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

     14.3d MYTURN  agrees to take all  reasonable  precautions  and to implement
     procedures  to minimize  the risk of theft or  unauthorized  copying of the
     source code, and to take appropriate action by instruction,  agreement,  or
     otherwise with the Authorized Personnel.

15.  LIMITATION OF LIABILITY.  REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
     FAILS OF ITS ESSENTIAL  PURPOSE,  NEITHER PARTY TO THIS AGREEMENT  SHALL BE
     LIABLE TO THE OTHER PARTY FOR INCIDENTAL,  SPECIAL OR CONSEQUENTIAL DAMAGES
     OR THE LOSS OF ANTICIPATED  PROFITS  ARISING FROM ANY PERFORMANCE OR BREACH
     OF THIS AGREEMENT BY SUCH PARTY EVEN IF NOTICE IS GIVEN OF THE  POSSIBILITY
     OF SUCH DAMAGES.

16.  GENERAL.

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

16.2 Governing  Law.  This  Agreement  will  be  governed  and   interpreted  in
     accordance  with the laws of the state of California,  except for that body
     of law  pertaining  to conflicts of law, but  excluding  the  Convention on
     Contracts  for the  International  Sale of Goods.  All disputes  arising in
     connection  with this  Agreement  shall,  unless  amicably  settled  by the
     parties, be finally settled by arbitration under the commercial arbitration
     rules of the  American  Arbitration  Association  by a panel  of three  (3)
     arbitrators   appointed  in  accordance  with  such  Rules.  The  place  of
     arbitration  shall be, unless  otherwise  agreed  between the parties,  the
     county in which the respondent resides and the city in which the respondent
     has its principal  place of business.  Judgment upon the award rendered may
     be entered in any Court having  jurisdiction  or application may be made to
     such  Court  for a  judicial  acceptance  of  the  award  and an  order  of
     enforcement,  as the case may be.  Notwithstanding  the  foregoing,  either
     party may request  injunctions,  seizure orders,  writs of attachment,  and
     other extraordinary remedies from any court having jurisdiction in the case
     of  an  actual  or  threatened   infringement  of  such  party's   patents,
     copyrights, trademarks, trade secrets or other intellectual property rights
     by the other  party.  The  filing of a  proceeding  for such  extraordinary
     remedies  shall not constitute a waiver by the filing party of the right to
     compel arbitration of all demands for other remedies.

16.3 Independent Contractors. Each Party will be deemed to have the status of an
     independent  contractor  towards  the  other  Party,  and  nothing  in this
     Agreement  will be deemed  to place  the  Parties  in the  relationship  of
     employer-employee, principal-agent, partners or joint venturers.

16.4 Waiver.  The  failure of either  Party to  enforce  any  provision  of this
     Agreement  shall not be deemed a waiver of that or any other  provision  of
     this Agreement.

16.5 ForceMajeure.  Neither Party will be deemed in default of this Agreement to
     the extent that  performance of its  obligations is delayed or prevented by
     reason  of  any  act of  God,  fire,  natural  disaster,  accident,  act of
     government,  or any other cause  beyond the  control of such Party  ("Force
     Majeure"),  provided that such Party gives the other Party  written  notice
     thereof promptly and uses its good faith efforts to cure the breach. In the
     event of such a Force  Majeure,  the time for  performance  or cure will be
     extended for a period equal to the duration of the Force Majeure but not in
     excess of six (6) months.

16.6 Notices.  Notices  to either  Party shall be in writing and shall be deemed
     delivered when served in person,  one business day after being  transmitted
     by fax, or two business days after being  dispatched by an  internationally
     recognized  express  courier  service,  and  delivered to the addresses set
     forth at the  beginning of this  Agreement.  A Party may change its address
     for  purposes of  receiving  notices by giving  notice of the change to the
     other Party.

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

16.8 Export. MYTURN agrees that MYTURN will not knowingly export or reexport the
     Licensed Technology,  directly or indirectly,  to any country to the extent
     export to such country at the time of export  requires an export license or
     other  governmental  approval,  without  first  obtaining  such  license or
     approval.

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

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

GEOWORKS CORPORATION                           MYTURN, INC.



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


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



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



                                               GPC ACQUISITION CORP.





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

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


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








<PAGE>





                                    EXHIBIT A

                    IDENTIFICATION OF THE LICENSED TECHNOLOGY

                           AND THIRD PARTY TECHNOLOGY

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

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

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

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

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

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

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

Note: all application names are to be changed.


All existing Ensemble help files are also included.

Tools
- -----

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


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

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

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

English-language

End User documentation in electronic form


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


         DOS
         ---

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

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

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

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



PAGE 4


<PAGE>








                                    EXHIBIT B

                        DEVELOPMENT AND SUPPORT SERVICES

CUSTOMER SUPPORT

         First Level Customer Support

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

         0.1   Second Level Customer Support

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

1.   EXCLUSIVE PROVIDER SUPPORT

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

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

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

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

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

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

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

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

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

2.  TERM AND TERMINATION OF SUPPORT SERVICES

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

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

PAGE 1


<PAGE>


                                    EXHIBIT D

                       FORMS OF END USER LICENSE AGREEMENT

              IMPORTANT: READ THIS NOTICE BEFORE USING THE SOFTWARE

                       GEOWORKS Software License Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                     - 2 -

<PAGE>



                            PORTAL SERVICES AGREEMENT

     This Portal  Services  Agreement  (this  "Agreement") is entered into as of
February 3, 2000 (the "Effective Date"), by and between Inktomi  Corporation,  a
Delaware  corporation  with its  principal  place of business at 4100 East Third
Avenue, Foster City, California 94404 ("Inktomi") and GPC Acquisition Corp. with
its  principal  place of business at 960 Atlantic  Avenue,  Suite 200,  Alameda,
California 94501 ("Customer").

                                    RECITALS

     A.  Inktomi  utilizes  its  technology  to  provide a variety  of  services
including without limitation those described on exhibits to this Agreement.

     B.  Customer  desires to retain  Inktomi to  provide  certain of  Inktomi's
services  to  Customer  in  accordance  with the  terms and  conditions  of this
Agreement.

NOW THEREFORE, Inktomi and Customer agree as follows:

                                    AGREEMENT

     In consideration of the foregoing and the mutual promises  contained herein
the parties agree as follows:

     1.  Definitions.  For purposes of this Agreement,  in addition to the other
terms defined  elsewhere in this  Agreement,  the following terms shall have the
meanings set forth below:

          1.1.  "Intellectual Property Rights" means any and all rights existing
     from time to time under  patent  law,  copyright  law,  semiconductor  chip
     protection  law, moral rights law, trade secret law,  trademark law, unfair
     competition law,  publicity rights law, privacy rights law, and any and all
     other  proprietary   rights,  and  any  and  all  applications,   renewals,
     extensions and restorations  thereof,  now or hereafter in force and effect
     worldwide.

          1.2.  "Inktomi Icon" means an icon to be provided by Inktomi from time
     to time that indicates that Inktomi's technology is being used.

          1.3.  "Inktomi  Technology"  means the computer  software,  technology
     and/or  documentation  which  is  supplied  by  Inktomi  for  use  in or in
     connection  with delivery of a Service,  including  without  limitation all
     source  code  and  object  code  therefor  and all  algorithms,  ideas  and
     Intellectual   Property   Rights   therein.   The  definition  of  "Inktomi
     Technology"  shall  include  any  supplemented  definition  set forth in an
     Exhibit for a Service.

          1.4.  "Services"  means the various services to be provided by Inktomi
     for Customer under this Agreement,  as more fully described on the Exhibits
     attached to this Agreement.

          1.5.  "Site" means a Web site and/or sites  established and maintained
     by Customer or other authorized  entity (to the extent  permitted)  through
     which  end-users  may access a Service as set forth in the Exhibit for such
     Service.

          1.6. "Term" shall have the meaning indicated in Section 9.

                                      A1-1



<PAGE>




          1.7.  "Web" means the World Wide Web,  containing,  inter alia,  pages
     written in hypertext  markup language  (HTML) and/or any similar  successor
     technology.

          1.8.  "Web page" means a document on the Internet  which may be viewed
     in its entirety without leaving the applicable distinct URL address.

          1.9. "Web site" means a collection of inter-related Web pages.

     2. Provision of Services.

          2.1. Services.  Subject to the terms and conditions of this Agreement,
     Inktomi shall  provide each Service  substantially  in accordance  with the
     functionality   specifications,   performance   criteria  and   limitations
     specified in the Exhibit applicable to such Service.

          2.2. Additional Services.  Upon request, and provided that Customer is
     current  with service  fees due under this  Agreement,  Inktomi may provide
     Customer  additional  services in addition to the Services set forth in the
     applicable  Exhibit.  Such additional service shall be mutually agreed upon
     by the parties and shall be set forth, in Inktomi's reasonable  discretion,
     on a written work  authorization or an additional Exhibit to this Agreement
     which upon  execution,  shall  become  binding  between the  parties.  Such
     additional   service,   if  provided   pursuant  to:  (i)  a  written  work
     authorization  shall be provided at Inktomi's  then  applicable  consulting
     rates  and  charges,  and  shall  be  deemed  rendered  pursuant  to and in
     accordance with the terms of this Agreement;  or (ii) an additional Exhibit
     shall  be  provided  in  accordance  with the  rates,  charges,  terms  and
     conditions  of such  Exhibit  and the  terms  of this  Agreement.  Any work
     authorizations issued under this Agreement shall be sequentially numbered.

          2.3. End-User  Support.  Inktomi shall provide technical support for a
     Service to the extent set forth in the Exhibit  applicable to such Service.
     Except as set forth in such Exhibit,  Customer,  at its own expense,  shall
     provide all support of the Site.

          2.4.  Nonexclusive  Services.  Customer  understands that Inktomi will
     provide the Services on a nonexclusive  basis.  Customer  acknowledges that
     Inktomi has  customized  and  provided,  and will continue to customize and
     provide, its software and technology to other parties for use in connection
     with a variety  of  applications,  including,  without  limitation,  search
     engine,  e-commerce  and  communication   applications.   Nothing  in  this
     Agreement will be deemed to limit or restrict  Inktomi from customizing and
     providing  its software and  technology to other parties for any purpose or
     in any way  affect  the  rights  granted  to such  other  parties.  Inktomi
     reserves  the  right to  notify  other  customers  of the  signing  of this
     Agreement   but  agrees  not  to  provide  such  notice   before  a  public
     announcement  by  Customer of its  business  relationship  with  Inktomi or
     before  commercial  launch of a Service  provided  by  Inktomi  under  this
     Agreement,   whichever  is  earlier.  Customer  may  not  make  any  public
     announcement involving Inktomi without Inktomi approval,  provided however,
     Customer may disclose  information  concerning  this  Agreement in order to
     comply  with a valid  order by a court or other  governmental  body,  or as
     otherwise required by law, rule, or regulation.

     3. Intellectual Property Licenses/Ownership.

          3.1.   Trademark   Licenses.   Inktomi   hereby   grants   Customer  a
     nontransferable, nonexclusive license to display the Inktomi Icon solely as
     required  in order to  comply  with its  attribution  obligations  for each
     Service. Customer hereby grants to Inktomi a nontransferable,  nonexclusive
     license under Customer's trademarks during the Term to advertise that

                                      AA1-2


<PAGE>



     Customer is using  Inktomi's  services.  Promptly  following  the Effective
     Date,  each  party  will  provide to the other  party its  trademark  usage
     guidelines,  as such  guidelines may be amended from time to time. All uses
     of  trademarks  as  set  forth  above  shall  be in  accordance  with  such
     guidelines.  For uses outside of such  guidelines,  a party will submit all
     materials of any kind containing the other party's nonconforming trademarks
     to the other party before  release to the public for  inspection,  and such
     other  party  will have the right to approve or  disapprove  such  material
     prior to its distribution.  Except as set forth in this Section, nothing in
     this  Agreement  shall  grant or shall be  deemed to grant to one party any
     right, title or interest in or to the other party's trademarks.  All use of
     Customer trademarks by Inktomi shall inure to the benefit of Customer,  and
     all use of Inktomi  trademarks  by  Customer  shall inure to the benefit of
     Inktomi.  At no time during or after the Term shall one party  challenge or
     assist others to challenge the trademarks of the other party (except to the
     extent  such   restriction   is  prohibited  by  applicable   law)  or  the
     registration thereof or attempt to register any trademarks,  marks or trade
     names confusingly similar to those of the other party.

          3.2. Inktomi  Technology.  As between  Customer and Inktomi,  Customer
     acknowledges that Inktomi owns all right,  title and interest in and to the
     Inktomi  Technology  (except for any software  licensed by third parties to
     Inktomi),  and that  Customer  shall not  acquire  any  right,  title,  and
     interest in or to the Inktomi Technology,  except as expressly set forth in
     this  Agreement.  Customer  shall not  modify,  adapt,  translate,  prepare
     derivative  works  from,  decompile,   reverse  engineer,   disassemble  or
     otherwise attempt to derive source code from any Inktomi Technology, except
     and only to the  extent  that  such  activity  is  expressly  permitted  by
     applicable law notwithstanding  this limitation.  Customer will not remove,
     obscure,  or  alter  Inktomi's  copyright  notice,   trademarks,  or  other
     proprietary  rights  notices  affixed to or  contained  within any  Inktomi
     software or documentation.

     4. Warranties and Disclaimer. Each party agrees as follows:

          4.1. Inktomi Warranties.  Inktomi warrants that: (i) it has full power
     and  authority  to enter into this  Agreement;  and (ii) it owns all right,
     title and interest in and to the Inktomi  Technology,  and any portions and
     components  thereof,  including  but not limited to,  copyrights,  patents,
     trade secrets and trademarks;  and (iii) it has not previously and will not
     grant any  rights in the  Inktomi  Technology  to any third  party that are
     inconsistent  with the  rights  granted  to  Customer  hereunder;  and (iv)
     throughout  the Term,  each  Service  provided for Customer and the Inktomi
     Technology  provided in connection  with each such Service shall be free of
     material errors and defects and shall perform  substantially  in accordance
     with the performance  criteria set forth on the applicable Exhibit for such
     Service.  Inktomi  does not  warrant  that the  Services  will  meet all of
     Customer's  requirements  or  that  performance  of the  Services  will  be
     uninterrupted  or error-free.  INKTOMI MAKES NO OTHER WARRANTY OF ANY KIND,
     WHETHER  EXPRESS,  IMPLIED,  STATUTORY  OR  OTHERWISE,   INCLUDING  WITHOUT
     LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND
     NONINFRINGEMENT.  IN  PARTICULAR,  INKTOMI MAKES NO  WARRANTIES  WHATSOEVER
     REGARDING  THE NATURE OF THE MATERIAL  CONTAINED IN THE DATABASE AND TO THE
     MAXIMUM EXTENT PERMITTED BY LAW DISCLAIMS ANY  RESPONSIBILITY  OR LIABILITY
     FOR SUCH MATERIAL.

          4.2.  Inktomi   Obligations.   Inktomi's  sole  obligation  under  the
     foregoing warranties is to use reasonable efforts to correct any portion of
     the Inktomi  Technology  or its business  practices  that does not meet the
     foregoing  warranties  within a reasonable period of time. If Inktomi fails
     to do so, then Customer shall have the right to immediately  terminate this
     Agreement. In addition, Customer may receive as a sole

                                      AA1-3


<PAGE>



     remedy,  a refund of all  amounts  actually  paid by  Customer  under  that
     Exhibit for Services of this Agreement giving rise to Inktomi's  failure to
     meet the foregoing warranty.

          4.3.  Customer  Warranties.  Customer  warrants  that: (i) it has full
     power and  authority  to enter into this  Agreement;  (ii) it will seek all
     necessary governmental approvals required to effectuate this Agreement; and
     (iii) it shall perform the online services provided by Customer through the
     Site in accordance  with all federal,  state and local laws,  including all
     professional  registration  requirements related thereto. CUSTOMER MAKES NO
     OTHER  WARRANTIES  OF ANY KIND,  WHETHER  EXPRESS,  IMPLIED,  STATUTORY  OR
     OTHERWISE,  INCLUDING  WITHOUT  LIMITATION  WARRANTIES OF  MERCHANTABILITY,
     FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

         5.       Payments.

          5.1. Fees. Customer shall pay Inktomi fees for each of the Services in
     accordance with the applicable Schedule.

          5.2. Records.  To the extent applicable for each Service and solely to
     the extent each party has  obligations  to make payments to the other party
     in connection with such Service each party shall:  (i) maintain all records
     relevant to  calculating  service fees and/or  revenues for a Service for a
     two (2) year period following the year in which any payments  pertaining to
     such  service  fees and/or  revenues  were due;  and (ii) have the right to
     examine the other  party's  records from time to time but no more than once
     every six (6) months to determine the correctness of any payment made under
     this Agreement.  Such  examination  shall be conducted at reasonable  times
     during the audited party's normal business hours and upon at least ten (10)
     business  days'  advance  notice and in a manner so as not to  unreasonably
     interfere  with the conduct of the audited  party's  business.  If any such
     examination  indicates  that the audited  party has  underpaid by more than
     five percent (5%) of the aggregate  payments due for the period  subject to
     such  examination,  the audited  party shall  reimburse the other party for
     reasonable costs of such examination.

          5.3.  Taxes.  Customer shall be responsible  for all sales taxes,  use
     taxes,  withholding  taxes,  value added taxes and any other  similar taxes
     imposed by any federal,  state,  provincial or local governmental entity on
     the transactions contemplated by this Agreement, excluding taxes based upon
     Inktomi's  net  income.  When  Inktomi has the legal  obligation  to pay or
     collect such taxes, the appropriate amount shall be invoiced to and paid by
     Customer  unless  Customer  provides  Inktomi  with a valid  tax  exemption
     certificate authorized by the appropriate taxing authority.

          5.4. Payment.  All fees quoted and payments made hereunder shall be in
     U.S.  Dollars.  Customer  shall pay all amounts due under this Agreement to
     Inktomi at the address indicated at the beginning of this Agreement or such
     other location as Inktomi designated in writing.

     6. Confidentiality.

          6.1.  Definition of  Confidential  Information.  All  information  and
     documents  disclosed  or  produced  by either  party in the  course of this
     Agreement  which are disclosed in written form and  identified by a marking
     thereon as proprietary, or oral information which is defined at the time of
     disclosure and confirmed in writing as confidential  information within ten
     (10) business  days of its  disclosure,  shall be deemed the  "Confidential
     Information"  of the  disclosing  party.  Notwithstanding  the  above,  the
     parties  agree that any  information  (in any form,  whether in tangible or
     intangible)  relating to the Inktomi Technology is considered  Confidential
     Information of Inktomi.

                                      AA1-4


<PAGE>

          6.2.  Treatment  of  Confidential  Information.  Each party  agrees to
     protect the other party's  Confidential  Information  in the same manner as
     such party  protects  its own  Confidential  Information  of  substantially
     similar  proprietary  value, but in no case less than with reasonable care.
     Each party  agrees  that it will use the  Confidential  Information  of the
     other party only for the  purposes of this  Agreement  and that it will not
     divulge,  transfer,  sell, license, lease, or otherwise disclose or release
     any such  information or documents  except to release to: (i) its employees
     or  subcontractors  who require access to such for purposes of carrying out
     such  party's  obligation  hereunder;  and (ii) persons who are employed as
     auditors by a public  accounting firm or by a federal or state agency;  and
     (iii) a  governmental  body or in  response  to a valid  court  order or as
     otherwise  required  by law,  rule,  or  regulation.  Each  party  will use
     reasonable efforts to advise any person obtaining Confidential  Information
     that such  information  is  proprietary  and to obtain a written  agreement
     obligating such person to maintain the  confidentiality of any Confidential
     Information belonging to the party or its suppliers.

          6.3. No Other Confidential  Information.  Neither party shall have any
     obligation  under this Section 6 for  information  of the other party which
     the receiving party can  substantiate  with  documentary  evidence that has
     been or is: (i) developed by the receiving party  independently and without
     the benefit, use of, or reference to information disclosed hereunder by the
     disclosing  party;  (ii) lawfully  obtained by the  receiving  party from a
     third party without restriction and without breach of this Agreement; (iii)
     publicly  available without breach of this Agreement;  or (iv) known to the
     receiving party prior to its receipt from the disclosing party.

     7. Indemnification.

          7.1.  Inktomi  Indemnification.  With regard to each Service,  Inktomi
     shall indemnify  Customer solely as set forth on the applicable Exhibit for
     such Service.

          7.2.  Customer  Indemnification.  Customer shall defend and/or settle,
     and pay damages awarded  pursuant to, any third party claim brought against
     Inktomi:  (i) related to the services provided by Customer through the Site
     or  representations,  claims or  statements  pertaining  thereto;  and (ii)
     which, if true, would  constitute a breach of any warranty,  representation
     or covenant made by Customer  under Section 4.3;  provided,  that,  Inktomi
     promptly  notifies  Customer  in  writing  of any such  claim and  promptly
     tenders  the control of the  defense  and  settlement  of any such claim to
     Customer  at  Customer's  expense  and with  Customer's  choice of counsel.
     Inktomi shall cooperate with Customer,  at Customer's expense, in defending
     or settling  such claim and Inktomi may join in defense with counsel of its
     choice at its own expense.  Customer  shall not  reimburse  Inktomi for any
     expenses  incurred  by  Inktomi  without  the  prior  written  approval  of
     Customer.

     8. Limitation of Liability.  TO THE MAXIMUM EXTENT  PERMITTED BY APPLICABLE
LAW,  IN NO EVENT WILL THE TOTAL  LIABILITY  OF INKTOMI  AND ITS  LICENSORS  AND
SUPPLIERS ARISING OUT OF THIS AGREEMENT EXCEED EITHER THE TOTAL ANNUAL FEES PAID
BY CUSTOMER  FOR THE YEAR IN WHICH THE  LIABILITY  ARISES,  OR IN THE FIRST YEAR
$125,000,  THE SECOND YEAR $150,000,  AND THE THIRD YEAR $175,000,  WHICHEVER IS
GREATER.  TO THE MAXIMUM  EXTENT  PERMITTED BY APPLICABLE  LAW,  INKTOMI AND ITS
LICENSORS  AND  SUPPLIERS  SHALL NOT BE LIABLE FOR ANY LOST  PROFITS OR COSTS OF
PROCUREMENT  OF  SUBSTITUTE  GOODS OR SERVICES,  OR FOR ANY  INDIRECT,  SPECIAL,
INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  INCLUDING DAMAGES FOR LOST DATA,  HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT,
PRODUCTS LIABILITY,  STRICT LIABILITY AND NEGLIGENCE,  AND WHETHER OR NOT IT WAS
OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH

                                      AA1-5


<PAGE>



DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

     9. Term and Termination.

          9.1.  Term.  The term of this Agreement (the "Term") shall commence on
     the Effective Date and shall continue in force as specified in Schedule 2.

          9.2.  Termination for Breach.  Either party may suspend performance of
     and/or terminate this Agreement if the other party materially  breaches any
     term or condition of this  Agreement  and fails to cure such breach  within
     thirty (30) days after  receiving  written  notice of the breach or if such
     breach  cannot be cured  within  thirty (30) days,  and such party fails to
     commence and continue  meaningful  steps to cure such breach  within thirty
     (30) days.

          9.3.   Termination  due  to  Insolvency.   Either  party  may  suspend
     performance  and/or  terminate  this  Agreement if the other party  becomes
     insolvent or makes any  assignment  for the benefit of creditors or similar
     transfer evidencing  insolvency,  or suffers or permits the commencement of
     any form of  insolvency  or  receivership  proceeding,  or has any petition
     under  bankruptcy  law filed  against it, which  petition is not  dismissed
     within one hundred and twenty (120) days of such  filing,  or has a trustee
     or receiver appointed for its business or assets or any party thereof.

          9.4. Effect of Termination. Upon the termination of this Agreement for
     any reason:  (i) all license  rights  granted  under this  Agreement  shall
     terminate;  (ii) Customer shall  immediately pay to Inktomi all amounts due
     and  outstanding as of the date of such  termination;  and (iii) each party
     shall return to the other party, or destroy and certify the destruction of,
     all Confidential Information of the other party.

          9.5.  Survival.  In the event of any termination or expiration of this
     Agreement  for any  reason,  Sections  1, 3, 4,  5.2,  6, 7 (to the  extent
     designated to survive in the applicable Exhibit), 8, 9 and 10 shall survive
     termination or expiration of this Agreement.  Neither party shall be liable
     to the other party for damages or equitable  remedies of any sort resulting
     solely from terminating this Agreement in accordance with its terms.

          9.6.  Remedies.  Each  party  acknowledges  that  its  breach  of  the
     confidentiality or service/license  restrictions contained herein may cause
     irreparable harm to the other party, the extent of which would be difficult
     to ascertain. Accordingly, each party agrees that, in addition to any other
     remedies  to which the  non-breaching  party may be legally  entitled,  the
     non-breaching  party  shall have the right to seek  immediately  injunctive
     relief in the event of a breach of such  confidentiality or service/license
     restrictions  by  the  other  party  or any  of  its  officers,  employees,
     consultants or other agents.

     10. Miscellaneous.

          10.1.  Understanding.  Each party  acknowledges  that it has read this
     Agreement,  understands  it  and  agrees  to be  bound  by it.  Each  party
     acknowledges  that it has not been induced to enter into such agreements by
     any representations or statements, oral or written, not expressly contained
     herein or expressly incorporated by reference.

          10.2. Notice. Any notice required under or permitted by this Agreement
     shall be in writing and shall be delivered  as follows  with notice  deemed
     given as indicated:  (i) by personal  delivery when  delivered  personally;
     (ii) by overnight  courier upon written  verification of receipt;  (iii) by
     telecopy or

                                      AA1-6


<PAGE>



     facsimile   transmission   when   confirmed  by   telecopier  or  facsimile
     transmission  report;  or (iv) by  certified  or  registered  mail,  return
     receipt requested,  upon verification of receipt.  All notices must be sent
     to the addresses  first  described  above or to such other address that the
     receiving  party may have  provided for the purpose of notice in accordance
     with this Section.

          10.3. Assignment.  Neither party may assign its rights or delegate its
     obligations  under this  Agreement  without the other party's prior written
     consent,  except to the surviving  entity in a merger or  consolidation  in
     which it participates or to a purchaser of all or substantially  all of its
     assets,  so long as such  surviving  entity or  purchaser  shall  expressly
     assume in writing the  performance  of all of the terms of this  Agreement.
     Notwithstanding the above,  Customer may assign its rights and delegate its
     obligations under this Agreement to MyTurn.com or any other entity in which
     Customer  controls at least eighty percent (80%) or more of the outstanding
     securities,  provided  however,  that  MyTurn.com or any successor  company
     thereto  and such entity or any  successor  company  thereto  shall be held
     liable  under the terms and  conditions  of this  Agreement  for any breach
     thereof by any assignee.

          10.4. No Third Party Beneficiaries.  All rights and obligations of the
     parties  hereunder  are  personal to the party that holds the rights or has
     the obligation.  This Agreement is not intended to benefit, nor shall it be
     deemed to give rise to, any rights in any third party.

          10.5. Governing Law. This Agreement will be governed and construed, to
     the extent applicable, in accordance with United States law, and otherwise,
     in accordance with  California  law,  without regard to its conflict of law
     principles. Except for claims relating to a breach of confidentiality under
     Section 6 or involving  Intellectual  Property Rights, any dispute or claim
     arising  out of or in  connection  with  this  Agreement  shall be  finally
     settled by binding  arbitration in San Mateo County,  California  under the
     Commercial Rules of the American Arbitration  Association by one arbitrator
     appointed in accordance with said rules.  Judgment on the award rendered by
     the arbitrator may be entered in any court having jurisdiction  thereof. In
     connection with any litigation between the parties hereto arising out of or
     relating to this Agreement,  each party hereto irrevocably  consents to the
     exclusive jurisdiction and venue in the federal and state courts located in
     San Francisco and/or San Mateo County.

          10.6.   Independent   Contractors.   The   parties   are   independent
     contractors.  Neither  party  shall be  deemed  to be an  employee,  agent,
     partner or legal  representative  of the other for any  purpose and neither
     shall have any  right,  power or  authority  to create  any  obligation  or
     responsibility on behalf of the other.

          10.7. Force Majeure. Neither party shall be liable hereunder by reason
     of any failure or delay in the  performance  of its  obligations  hereunder
     (except for the payment of money) on account of strikes,  shortages, riots,
     insurrection,    fires,    flood,    storm,    explosions,     earthquakes,
     telecommunications  outages,  acts of God, war, governmental action, or any
     other cause which is beyond the reasonable control of such party.

          10.8. Compliance with Laws and Export Regulations. Each party shall be
     responsible for compliance with all applicable laws, rules and regulations,
     if any, related to the performance of its obligations under this Agreement.
     Customer acknowledges that Inktomi is not the originator or exporter of any
     information the Services  return as the result of queries  submitted by any
     user of Customer's  system.  Customer is responsible  for ensuring that the
     export  of  any  information  provided  by  the  Services  is  exported  in
     accordance  with all applicable U.S. laws and  regulations,  including U.S.
     export control laws.  Additionally,  Customer  acknowledges that Inktomi is
     not the exporter of any products or  information  sold by Customer  through
     the Services.  Customer is responsible  for ensuring that the export of any
     products

                                      AA1-7


<PAGE>



     facilitated  for sale through the Services are exported in accordance  with
     all applicable  U.S. laws and  regulations,  including U.S.  export control
     laws.  Customer  agrees to provide  adequate  safeguards  including on line
     disclaimers on Customer's site to ensure compliance with these provisions.

          10.9.  Waiver.  The failure of either party to require  performance by
     the other party of any provision shall not affect the full right to require
     such  performance  at any time  thereafter;  nor shall the waiver by either
     party of a breach of any  provision  hereof be taken or held to be a waiver
     of the provision itself.

          10.10. Conflicts. In the event of a conflict between the terms of this
     Agreement and an Exhibit  attached  hereto,  the terms of the Exhibit shall
     prevail.

          10.11.  Severability.  If any provision of this Agreement is held by a
     court of competent  jurisdiction  to be contrary to law, the parties  agree
     that  such  provision  shall  be  changed  and  interpreted  so as to  best
     accomplish the  objectives of the original  provision to the fullest extent
     allowed by law and the remaining  provisions of this Agreement shall remain
     in full force and effect.

          10.12.  Headings. The section headings appearing in this Agreement are
     inserted  only as a matter  of  convenience  and in no way  define,  limit,
     construe or describe the scope or extent of such  paragraph,  or in any way
     affect such agreements.

          10.13. Counterparts.  This Agreement may be executed simultaneously in
     two or more counterparts, each of which will be considered an original, but
     all of which together will constitute one and the same instrument.

          10.14.  Entire Agreement.  This Agreement,  Exhibits,  Attachments and
     Schedules hereto,  constitute the entire agreement between the parties with
     respect to the subject matter hereof.  This Agreement  supersedes,  and the
     terms of this Agreement  govern,  any other prior or collateral  agreements
     with respect to the subject matter hereof. Any amendments to this Agreement
     must be in writing and executed by an officer of the parties.

     IN WITNESS WHEREOF,  the parties have caused this Portal Services Agreement
to be signed by their duly authorized representatives.

GPC ACQUISITION CORP.                            INKTOMI CORPORATION


By: /s/ Paul Danner                              By: /s/ Jerry Kennelly
- -------------------                              ----------------------


Name: Paul Danner                                Name: Jerry Kennelly
- -----------------                                --------------------

Title: CEO                                       Title: Chief Financial Officer
- ----------                                       ------------------------------




                                      AA1-8


<PAGE>



                                   EXHIBIT A-1
                                     TO THE
                            PORTAL SERVICES AGREEMENT
                             GENERAL SEARCH SERVICES

Customer Site or Sites ("Site")  shall be designated as follows:  www.myturn.com
or any another site as Customer may determine in its sole discretion.

This Exhibit to the Portal Services  Agreement (this "Exhibit"),  in conjunction
with  the  terms  of the  Portal  Services  Agreement  (the  "Agreement")  shall
constitute  the terms and  conditions  pursuant to which  Inktomi  shall provide
General Search Services to Customer at the Site set forth above:

     1.  Definitions.  In addition  to any terms  defined in this  Exhibit,  the
following  terms shall have the meanings  set forth  below.  Any other terms not
otherwise defined in this Exhibit shall have the meanings  prescribed to them in
the Agreement.

          1.1. "Affiliate" means with respect to any person or entity, any other
     person or entity  directly or  indirectly  controlling  or controlled by or
     under  direct  or  indirect  common  control  with such  person or  entity.
     "Control" means the possession of beneficial  ownership of more than 50% of
     the stock or other  similar  interest  entitled to vote for election of the
     Board of Directors or similar managing authority.

          1.2.  "Database" means Inktomi's full text index database of Web pages
     accessible  by end  users  of the  Site at any  given  time.  The  Database
     includes the "General Search Database."

          1.3.  "General Search Database" is the database  maintained as part of
     the General Search Services described on Attachment A to this Exhibit.

          1.4.  "General  Search  Services"  means the  Internet  Search  Engine
     services to be provided by Inktomi for Customer under this Exhibit, as more
     fully described on Attachment A to this Exhibit.

          1.5. "Inktomi Data Protocol" means the written specification on how an
     Interface communicates and interacts with the Inktomi Search Engine.

          1.6.  "Inktomi Search Engine" means Inktomi's current Search Engine as
     of the  Effective  Date as the same may be:  (i)  updated  as  provided  on
     Schedule  1  to  the  Agreement;  and  (ii)  otherwise  updated,  upgraded,
     modified,  changed,  or enhanced  by Inktomi  from time to time at its sole
     discretion.  The  Inktomi  Search  Engine  does not and  will  not  include
     features,  options and modules  developed and customized  specifically  for
     third parties and provided to such third parties on an exclusive  basis, or
     features,  options,  modules and future products which Inktomi  licenses or
     provides separately.

          1.7. "Inktomi Technology" means the Inktomi Search Engine, the Inktomi
     Data  Protocol,  the Interface  Construction  Tools and all other  computer
     software,  technology and/or documentation which is supplied by Inktomi for
     use in or in  connection  with  delivery  of the General  Search  Services,
     including, without limitation, all source code and object code therefor and
     all algorithms, ideas and Intellectual Property Rights therein.

          1.8.  "Interface"  means the  editorial  and  graphical  content,  and
     functionality (which is not otherwise Inktomi Technology hereunder), of the
     Web and other pages served to end users of Customer,

                                      AA1-9


<PAGE>



     including  without  limitation  all Search Pages,  Inktomi  Results  Pages,
     instruction  pages,  frequently asked questions pages and any site end user
     terms and guidelines.

          1.9. "Interface  Construction Tools" means all software tools, if any,
     in object code form,  provided  by Inktomi to assist  Customer to build the
     Interface  to the  Inktomi  Search  Engine,  including  without  limitation
     Inktomi's application server currently known as Forge.

          1.10.  "Results Pages" means all Web pages  displaying  search results
     presented  to end-  users  directly  as a result  of  accessing  the  query
     mechanisms  of the  Inktomi  Search  Engine or  indirectly  through a cache
     controlled or influenced by Customer.

          1.11.  "Results Set" means a set of results consisting of between zero
     and one hundred records presented in response to a search query.

          1.12.  "Search  Engine"  means  computer  software  which  crawls  the
     Internet,  downloads and analyzes text and other data,  sorts and organizes
     the data,  creates an index of  accessible  data,  and,  after  receiving a
     particular  search request (in the form of a word query),  locates material
     accessible in the database, and presents the results of the search.

          1.13. "Search Pages" means all Web pages which enable end users of the
     Site to initiate and send search queries to the Inktomi Search Engine.

          1.14. "Usage Data" means the demographic,  psychographic,  statistical
     and other end user data generated by operation of the Inktomi Search Engine
     in connection with the search services provided by Customer to end users of
     the  Site,  including  without  limitation  all end  user  "click  through"
     information, but excluding Web usage data generated by the Database.

     2. Provision of General Search Services; Site Implementation.

          2.1. General Search Services and Site  Implementation.  Subject to the
     terms and  conditions  of this  Exhibit and the  Agreement,  Inktomi  shall
     provide the General Search  Services to Customer for use in the Site,  such
     services to be provided  substantially in accordance with the functionality
     specifications,   performance   criteria  and   limitations   specified  on
     Attachment A to this Exhibit.  Inktomi,  at its own expense,  shall provide
     all data transmission capacity (bandwidth),  disk storage,  server capacity
     and other  hardware and software  required to run the Inktomi Search Engine
     and maintain the Database.  Customer, at its own expense,  shall create the
     Interface to the Inktomi  Search Engine for the Site, and shall provide all
     disk storage,  server capacity and other hardware and software  required to
     run and maintain the Site and the Interface, and to serve advertisements on
     the  Interface.   Inktomi  shall  provide  reasonable  assistance  (through
     telephone,  e-mail,  the Web, or fax) to Customer  during regular  business
     hours  regarding  development of the Interface and  integration of the same
     with the Inktomi Search Engine. Customer, at its own expense, shall provide
     all data  transmission  capacity  (bandwidth)  required  to  connect to and
     receive  information  from the Inktomi  Search  Engine.  Customer  may only
     utilize the General  Search  Services in conjunction  with search  services
     provided by Customer to end users of the Site,  and Customer  shall have no
     right to  provide,  distribute,  resell or  provide  services  based on the
     General  Search  Services  or  any  information  (including  Results  Sets)
     generated  therefrom  to any  other  third  party.  Customer  may not cache
     Results Sets or any other  information  obtained from the Inktomi databases
     without  the  prior  written   consent  of  Inktomi,   which  will  not  be
     unreasonably  withheld  or delayed;  and if  Customer  wishes to begin such
     caching,  Inktomi and  Customer  will first agree on  appropriate  Customer
     reporting requirements to ensure proper accounting of payments hereunder.

                                     AA1-10


<PAGE>




          2.2. Test Cluster.  During the  development  period for the Interface,
     Customer  shall only have access  through the  Inktomi  Data  Protocol to a
     non-production  version of the Inktomi Search Engine (the "Test  Cluster").
     Upon  completion of the Interface and all desired  testing against the Test
     Cluster,  Customer  shall  present the  Interface to Inktomi for review and
     testing  against  the  production  version of the  Inktomi  Search  Engine.
     Inktomi shall promptly notify Customer of any problems or issues discovered
     by Inktomi regarding the Interface.  Once cleared by Inktomi, Inktomi shall
     provide access to Customer to the production  version of the Inktomi Search
     Engine.  Customer may run reasonable tests against the Test Cluster and the
     production  version of the Inktomi  Search  Engine,  provided  however that
     Customer may not conduct any load testing  (prior to  commercial  launch of
     its search service)  without the prior consent of Inktomi.  Load testing as
     used herein means the generation and delivery of more than five queries per
     second.  There shall no service fee payable by Customer  for  searches  run
     against the Test Cluster.

          2.3.  Delivery of  Materials.  Promptly  following  execution  of this
     Exhibit,  Inktomi shall provide the Inktomi Data Protocol and the Interface
     Construction  Tools to  Customer,  which  Customer may use solely in strict
     compliance with the terms of Section 4.

          2.4. Technical  Support.  Inktomi,  at its own expense,  shall provide
     technical  support  services to Customer  regarding  the  operation  of the
     Inktomi Search Engine.  Such support services will be provided as set forth
     on Schedule 1 of the Agreement.

     3. Customer Obligations.

          3.1. Technical  Support.  Except as set forth in Section 2.4, Customer
     at its own expense shall provide all support including, without limitation,
     first level customer support services to end-users of the Site.

          3.2.   Attribution.   All  Search   Pages  and  Results   Pages  shall
     conspicuously  display  an icon to be  provided  by Inktomi  (the  "Inktomi
     Icon") that indicates that Inktomi's  technology is being used. The Inktomi
     Icon shall  measure at least 50 x 160 pixels and shall  provide a link to a
     page of Inktomi's choice on Inktomi's Web site located at  www.inktomi.com.
     The Inktomi Icon shall be visible "above the fold" and shall be in the form
     found    at   the    Inktomi    Icon    site,    currently    located    at
     http://www.inktomi.com/logo/PowByInkMed.gif.

     4. Intellectual Property Licenses/Ownership.

          4.1.   Inktomi   Data   Protocol.   Inktomi   grants  to   Customer  a
     nontransferable, nonexclusive license during the Term (as defined below) to
     use the Inktomi Data Protocol and the Interface  Construction  Tools solely
     to create and maintain the  Interface to the Inktomi  Search Engine for the
     Site.  The license  granted  hereunder  shall  include the right to use the
     Interface  Construction  Tools or to develop an  Interface  to the  Inktomi
     Search Engine for use on Sites of Service Recipients.

          4.2. Interface. As between Inktomi and Customer,  Inktomi acknowledges
     that  Customer  owns all  right,  title  and  interest,  including  without
     limitation  all  Intellectual  Property  Rights,  in and  to the  Interface
     (except for any software  licensed by third  parties to Customer and except
     for editorial  content  regarding the use and  functionality of the Inktomi
     Search Engine  provided by Inktomi to Customer for  incorporation  into the
     Site,  which  content  shall be and remain  Inktomi  Technology),  and that
     Inktomi  shall  not  acquire  any  right,  title or  interest  in or to the
     Interface, except as expressly set forth in this Exhibit or the Agreement.

                                     AA1-11


<PAGE>




          4.3.  Usage Data.  Inktomi and  Customer  shall  jointly own the Usage
     Data,  excluding the Web index data which shall remain the sole property of
     Inktomi. Usage Data shall constitute  Confidential  Information (as defined
     below) of the parties hereunder;  provided, that advertiser-specific  Usage
     Data may be provided to advertising clients under non-disclosure agreements
     in connection with Customer's provision of advertising sales services;  and
     provided  further  that  Inktomi  may use Usage  Data  (without  separately
     identifying  the source of the Usage Data) in providing  search services to
     its  customers.  Customer  shall  cooperate  with  Inktomi to  develop  and
     implement  procedures to capture Usage Data.  Additional  uses of the Usage
     Data shall require the mutual consent of the parties.

     5. Payments.

          5.1.  Service  Fees.  Customer  shall pay Inktomi  service fees in the
     amount and on terms specified on Schedule 2 of the Agreement.

          5.2.  Records.  For purposes of fulfilling its obligations  under this
     Section 5.2,  Customer shall keep complete and accurate records  pertaining
     to the number of Results Sets served during the applicable period.

     6.  Indemnification.  Inktomi shall defend and/or  settle,  and pay damages
awarded pursuant to, any third party claim brought against Customer alleging the
software  comprising  the Inktomi  Search Engine  improperly  includes any third
party  copyrighted  subject matter,  third party U.S. patented subject matter or
third party trade secrets;  provided that Customer  promptly notifies Inktomi in
writing of any such claim and  promptly  tenders  the control of the defense and
settlement of any such claim to Inktomi at Inktomi's  expense and with Inktomi's
choice of counsel.  Customer shall cooperate with Inktomi, at Inktomi's expense,
in  defending  or  settling  such claim and  Customer  may join in defense  with
counsel of its choice at its own expense.  Inktomi shall not reimburse  Customer
for any  expenses  incurred by Customer  without the prior  written  approval of
Inktomi.  The  indemnification  obligation  set  forth in this  Section  6 shall
terminate upon the  expiration or  termination  of the General  Search  Services
provided pursuant to this Exhibit.

     IN WITNESS  WHEREOF,  the parties have caused this Exhibit to the Agreement
to be signed by their duly authorized representatives.

GPC ACQUISITION CORP.                      INKTOMI CORPORATION


By:/s/ Paul Danner                         By: /s/ Jerry Kennelly
- ------------------                         ----------------------


Name:Paul Danner                           Name: Jerry Kennelly
- ----------------                           --------------------

Title:  CEO                                Title: Chief Financial Officer
- ------  ---                                ------------------------------






                                     AA1-12


<PAGE>



                                  ATTACHMENT A
                                       TO
                                   EXHIBIT A-1
                             GENERAL SEARCH SERVICES

Capitalized  terms not  otherwise  defined  in this  Attachment  shall  have the
meanings  prescribed  to  them  in  the  corresponding  Exhibit  to  which  this
Attachment  is attached or the Portal  Services  Agreement to which such Exhibit
and Attachment are attached.

General Search Services

     Inktomi will use the Inktomi Search Engine and its own editorial discretion
to crawl the  Internet,  download  and  analyze  text and other  data,  sort and
organize the data,  create an index of accessible  data,  and, after receiving a
particular search request from an end user (in the form of a word query), locate
material  accessible in the General Search Database,  and present the results of
the search to the end user.  Inktomi  will serve end user search  queries out of
one or more of its search  engine  data  centers at  Inktomi's  discretion.  The
functionality   specifications  and  performance  criteria  applicable  to  such
services are as follows:

Functionality Specifications:

     Inktomi will operate the Inktomi Search Engine so as to enable end users of
the Site to run queries  against the General Search  Database with the following
functionality:

     -    Ability to search by keyword,  file type, domain (up to three levels),
          document  title,  modification  dates,  document  contents,  depth and
          metaword

     -    Ability to search by full text and  phrase,  and search  with  Boolean
          operators  (including AND, NOT and OR).  Default search,  barring user
          modification at query time by the end user, will be AND.

     -    Search on included object,  covering the following  objects:  Acrobat,
          java applets,  active x controls,  audio, plugins, Flash, form, frame,
          image, script, Shockwave, table, video and vrml

     -    Search on included file type, by file extension

     -    Search on specific script language, covering Javascript and Vbscript

     -    Limit search to pages containing links to a specified domain

     -    Limit search to words in the HTML "title" field

     -    Grammatical stemming

     -    Search by language

     -    Case sensitivity support

     -    Pornography filtration

     -    Ability to  selectively  control  the size of each  Results  Set (0-10
          records,  11-20 records,  21-30 records, 31-50 records, 51-75 records,
          76-100 records)

Performance Criteria

     -   Size of Database  - MInimum 54 million documents for all queries and a
         minimm of 110 million documents that may be accessed for up to 20% of
         daily queries

                                      AA1-1



<PAGE>

     -    Database  Freshness  -  Objective  is  minimum  13  updates  per  year
          (approximately  every 4  weeks,  may  vary  depending  on  operational
          circumstances

     -    Uptime / Downtime - Minimum  99% uptime  (1%  downtime)  over  monthly
          windows. Downtime = any 1 minute period in which Inktomi Search Engine
          processes no requests.

     -    Query / Response Speed - Average speed < = 750 milliseconds

 Production Schedule

         Customer will begin work on  constructing  the  Interface,  and Inktomi
will begin work on tuning its Search  Engine to provide the  services  set forth
herein   promptly  upon  execution  of  the  Exhibit.   Both  parties  will  use
commercially  reasonable  efforts  so  that  the  General  Search  Services  are
available to Customer for use in the Site within thirty (30) days  following the
Effective Date.



<PAGE>



                                   EXHIBIT A-3
                                     TO THE
                            PORTAL SERVICES AGREEMENT

                           GENERAL DIRECTORY SERVICES

Site or  Sites  ("Site"):  www.myturn.com  or any  other  site as  Customer  may
determine in its sole discretion.

This Exhibit to the Portal Services  Agreement (this "Exhibit"),  in conjunction
with  the  terms  of the  Portal  Services  Agreement  (the  "Agreement")  shall
constitute  the terms and  conditions  pursuant to which  Inktomi  shall provide
General Directory Services to the Site set forth above:

     1.  Definitions.  In addition  to any terms  defined in this  Exhibit,  the
following  terms shall have the meanings  set forth  below.  Any other terms not
otherwise defined in this Exhibit shall have the meanings  prescribed to them in
the Agreement.

          1.1.  "Directory" means Inktomi's Taxonomy and associated  database of
     Web  pages  accessible  by end  users of the Site at any  given  time.  The
     Directory  includes the Inktomi  version of Netscape Open Directory  ("Open
     Directory").

          1.2. "General Directory  Services" means the Internet Directory Engine
     services to be provided by Inktomi for Customer under this Exhibit, as more
     fully described on Attachment A to this Exhibit.

          1.3. "Inktomi Data Protocol" means the written specification on how an
     Interface communicates and interacts with the Inktomi Directory Engine.

          1.4.  "Inktomi  Directory  Engine" means Inktomi's  current  Directory
     Engine as of the Effective Date as the same may be: (i) updated as provided
     on  Schedule 1 to the  Agreement;  and (ii)  otherwise  updated,  upgraded,
     modified,  changed,  or enhanced  by Inktomi  from time to time at its sole
     discretion.  The  Inktomi  Directory  Engine  does not and will not include
     features,  options and modules  developed and customized  specifically  for
     third parties and provided to such third parties on an exclusive  basis, or
     features,  options,  modules and future products which Inktomi  licenses or
     provides separately.

          1.5. "Inktomi  Technology"  means the Inktomi  Directory  Engine,  the
     Inktomi  Data  Protocol,  the  Interface  Construction  Tools and all other
     computer  software,  technology and/or  documentation  which is supplied by
     Inktomi for use in or in connection with delivery of the General  Directory
     Services,  including,  without limitation,  all source code and object code
     therefor  and  all  algorithms,  ideas  and  Intellectual  Property  Rights
     therein.

          1.6.  "Interface" means the editorial and graphical content and design
     of the Web  pages  served  to end  users  of the  Site,  including  without
     limitation  any and all Default  Category  Pages,  Search  Page,  Directory
     Results Pages,  instruction pages, frequently asked questions pages and any
     Site end user terms and guidelines.

          1.7. "Interface  Construction Tools" means all software tools, if any,
     in object code or source code form,  provided by Inktomi to assist Customer
     to build the Interface to the Inktomi Directory  Engine,  including without
     limitation Inktomi's application server currently known as Forge.

                                      A3-1



<PAGE>



          1.8.  "Default  Category  Page"  means the  default  first page of the
     Inktomi  Directory Engine that is generated  without a query to the Inktomi
     Directory Engine.

          1.9.   "Directory  Results  Pages"  means  all  Web  pages  displaying
     categories  and/or results  presented to end-users  directly as a result of
     accessing the query mechanisms of the Inktomi Directory Engine.  "Directory
     Results Pages" shall not include the Default Category Page.

          1.10.  "Directory  Results Set" means a set of results  consisting  of
     between zero (0) and ten (10)  records  presented in response to a query to
     the Inktomi Directory Engine.

          1.11.  "Directory  Engine" means  computer  software  which crawls the
     Internet,  downloads and analyzes text and other data,  sorts and organizes
     the  data in  accordance  with  Inktomi's  Taxonomy,  creates  an  index of
     accessible  data,  and,  after  receiving  a  particular  request,  locates
     material  accessible  in  the  database,  and  presents  the  corresponding
     categories and/or results of the search.

          1.12. "Search Pages" means all Web pages which enable end users of the
     Site to initiate and send search queries to the Inktomi  Directory  Engine,
     including the Default Category Page and Directory Results Pages.

          1.13.  "Taxonomy" means the series of categories  developed by Inktomi
     that sets forth an organizational structure for categorizing, searching and
     accessing Web pages.

          1.14. "Usage Data" means the demographic,  psychographic,  statistical
     and other end user data  generated by  operation  of the Inktomi  Directory
     Engine in connection with the search  services  provided by Customer to end
     users  of the  Site,  including  without  limitation  all end  user  "click
     through"  information,  but  excluding  Web  usage  data  generated  by the
     Directory.

         2.   Provision of General Directory Services; Site Implementation.

          2.1. General Directory  Services and Site  Implementation.  Subject to
     the terms and conditions of this Exhibit and the  Agreement,  Inktomi shall
     provide the  General  Directory  Services to Customer  for use in the Site,
     such  services  to  be  provided   substantially  in  accordance  with  the
     functionality   specifications,   performance   criteria  and   limitations
     specified on  Attachment A to this  Exhibit.  Inktomi,  at its own expense,
     shall provide all data  transmission  capacity  (bandwidth),  disk storage,
     server capacity and other hardware and software required to run the Inktomi
     Directory Engine and maintain the Directory.  Customer, at its own expense,
     shall create the  Interface to the Inktomi  Directory  Engine for the Site,
     and shall provide all disk storage,  server capacity and other hardware and
     software  required to run and maintain the Site and the  Interface,  and to
     serve  advertisements  on the Interface.  Inktomi shall provide  reasonable
     assistance (through telephone,  e-mail, the Web, or fax) to Customer during
     regular   business  hours  regarding   development  of  the  Interface  and
     integration of the same with the Inktomi Directory Engine. Customer, at its
     own  expense,  shall  provide all data  transmission  capacity  (bandwidth)
     required to connect to and receive  information from the Inktomi  Directory
     Engine.  Customer  may only  utilize  the  General  Directory  Services  in
     conjunction  with search services  provided by Customer to end users of the
     Site,  and Customer shall have no right to provide,  distribute,  resell or
     provide services based on the General Directory Services or any information
     (including the Default  Category Page or Directory  Results Sets) generated
     therefrom  to any other  third  party.  Customer  may not cache the Default
     Category Page or Directory Results Sets or any other  information  obtained
     from the Inktomi  databases  without the prior written  consent of Inktomi,
     which will not be unreasonably  withheld or delayed; and if Customer wishes
     to begin such caching, Inktomi and

                                      AA3-2



<PAGE>



Customer will first agree on  appropriate  Customer  reporting  requirements  to
ensure proper accounting of payments hereunder.

          2.2. Test Cluster.  During the  development  period for the Interface,
     Customer  shall only have access  through the  Inktomi  Data  Protocol to a
     non-production   version  of  the  Inktomi   Directory  Engine  (the  "Test
     Cluster"). Upon completion of the Interface and all desired testing against
     the Test  Cluster,  Customer  shall  present the  Interface  to Inktomi for
     review and testing  against the  production  version of the Inktomi  Search
     Engine.  Inktomi shall promptly  notify  Customer of any problems or issues
     discovered  by Inktomi  regarding the  Interface.  Once cleared by Inktomi,
     Inktomi shall provide access to Customer to the  production  version of the
     Inktomi Search Engine.  Customer may run reasonable  tests against the Test
     Cluster and the production  version of the Inktomi Search Engine,  provided
     however that Customer may not conduct any load testing (prior to commercial
     launch of its search  service)  without the prior consent of Inktomi.  Load
     testing as used herein means the  generation and delivery of more than five
     queries per second.  There shall be no service fee payable by Customer  for
     searches run against the Test Cluster.

          2.3.  Delivery of  Materials.  Promptly  following  execution  of this
     Exhibit,  Inktomi shall provide the Inktomi Data Protocol and the Interface
     Construction  Tools to  Customer,  which  Customer may use solely in strict
     compliance with the terms of Section 4.

          2.4. Technical  Support.  Inktomi,  at its own expense,  shall provide
     second level technical support services to Customer regarding the operation
     of the Inktomi Directory Engine.  Such support services will be provided as
     set forth on Schedule 1 of the Agreement.

         3.   Customer Obligations.

          3.1. Technical  Support.  Except as set forth in Section 2.4, Customer
     at its own expense shall provide all support including, without limitation,
     first level customer support services to end-users of the Site.

          3.2. Attribution. All Default Category Pages, Search Pages and Results
     Pages shall  conspicuously  display an icon to be provided by Inktomi  (the
     "Inktomi Icon") that indicates that Inktomi's technology is being used. The
     Inktomi  Icon shall  measure  at least 50 x 160 pixels and shall  provide a
     link to a page of  Inktomi's  choice  on  Inktomi's  Web  site  located  at
     www.inktomi.com.  The  Inktomi  Icon shall be visible  "above the fold" and
     shall be in the form  indicated  on the  Inktomi  Icon  website,  currently
     located at http://www.inktomi.com/logo/PowByInkMed.gif.

          3.3. Open Directory License Agreement.  Customer agrees to comply with
     all  terms  of the  Netscape  Open  Directory  License  Agreement  found at
     http://www.dmoz.org/license  and attached hereto as Attachment B to Exhibit
     A-3.

         4.   Intellectual Property Licenses/Ownership.

          4.1.   Inktomi   Data   Protocol.   Inktomi   grants  to   Customer  a
     nontransferable, nonexclusive license during the Term (as defined below) to
     use the Inktomi Data Protocol and the Interface  Construction  Tools solely
     to create and maintain the  Interface to the Inktomi  Directory  Engine for
     the Site.

          4.2. Interface. As between Inktomi and Customer,  Inktomi acknowledges
     that  Customer  owns all  right,  title  and  interest,  including  without
     limitation  all  Intellectual  Property  Rights,  in and  to the  Interface
     (except for any software  licensed by third  parties to Customer and except
     for editorial content

                                      AA3-3



<PAGE>



     regarding  the  use  and  functionality  of the  Inktomi  Directory  Engine
     provided  by Inktomi to Customer  for  incorporation  into the Site,  which
     content shall be and remain Inktomi Technology), and that Inktomi shall not
     acquire  any right,  title or interest  in or to the  Interface,  except as
     expressly set forth in this Exhibit or the Agreement.

          4.3.  Usage Data.  Inktomi and  Customer  shall  jointly own the Usage
     Data,  excluding the Web index data which shall remain the sole property of
     Inktomi. Usage Data shall constitute  Confidential  Information (as defined
     below) of the parties hereunder;  provided, that advertiser-specific  Usage
     Data may be provided to advertising clients under non-disclosure agreements
     in connection with Customer's provision of advertising sales services;  and
     provided  further  that  Inktomi  may use Usage  Data  (without  separately
     identifying  the source of the Usage Data) in providing  search services to
     its  customers.  Customer  shall  cooperate  with  Inktomi to  develop  and
     implement  procedures to capture Usage Data.,  Additional uses of the Usage
     Data shall require the mutual consent of the parties.

         5.   Payments.

          5.1.  Service  Fees.  Customer  shall pay Inktomi  service fees in the
     amount and on terms specified on Schedule 2 of the Agreement.

          5.2. Records. For purposes of fulfilling its obligations under Section
     5.2 of the  Agreement,  Customer  shall keep complete and accurate  records
     pertaining  to the  number of  Directory  Results  Sets  served  during the
     applicable period.

          6.  Indemnification.  Inktomi  shall  defend  and/or  settle,  and pay
     damages awarded pursuant to, any third party claim brought against Customer
     alleging the software  comprising the Inktomi  Directory Engine  improperly
     includes any third party copyrighted  subject matter,  third party patented
     subject  matter  or third  party  trade  secrets;  provided  that  Customer
     promptly notifies Inktomi in writing of any such claim and promptly tenders
     the control of the defense and  settlement  of any such claim to Inktomi at
     Inktomi's  expense and with  Inktomi's  choice of counsel.  Customer  shall
     cooperate with Inktomi, at Inktomi's expense, in defending or settling such
     claim and  Customer  may join in defense  with counsel of its choice at its
     own expense. Inktomi shall not reimburse Customer for any expenses incurred
     by  Customer   without  the  prior   written   approval  of  Inktomi.   The
     indemnification obligation set forth in this Section 6 shall terminate upon
     the expiration or termination of the General  Directory  Services  provided
     pursuant to this Exhibit.

     IN WITNESS  WHEREOF,  the parties have caused this Exhibit to the Agreement
to be signed by their duly authorized representatives.

GPC ACQUISITION CORP.                             INKTOMI CORPORATION

By: /s/ Paul Danner                               By: /s/ Jerry Kennelly
- -------------------                               ----------------------

Name: Paul Danner                                 Name: Jerry Kennelly
- -----------------                                 --------------------

Title:CEO                                         Title:Chief Financial Officer
- ---------                                         -----------------------------

Date: 2/4/00                                      Date:_______________________
- ------------



                                      AA3-4



<PAGE>



                                  ATTACHMENT A
                                       TO
                                   EXHIBIT A-3

                           GENERAL DIRECTORY SERVICES

General Directory Services

     Inktomi shall provide  directory  services to Customer  through the Inktomi
Directory   Engine  during  the  Term  of  the  Agreement.   The   functionality
specifications  and  performance  criteria  applicable  to such  services are as
follows:

     Functionality Specifications:

     The functionality  specifications  and performance  criteria  applicable to
such services are as follows:

1.  Inktomi version of Netscape Open Directory.

     -    An Inktomi version of Netscape Open Directory  containing an estimated
          twenty-five  thousand  (25,000)  categories  and  an  estimated  eight
          hundred thousand (800,000) documents.

     -    Additional  categories and documents  from the Open Directory  Project
          will  continue to be included in the Inktomi  version of the Netscape
          Open Directory.

     -    Directory categories may be accessed via the Inktomi Data Protocol.

2.  Crawling and Indexing.

     -    The   objective   is  a  minimum  of  twelve  (12)  updates  per  year
          (approximately  every  four (4) weeks  which may vary  depending  upon
          operational circumstances).



<PAGE>



                                   SCHEDULE 1
                                     TO THE
                            PORTAL SERVICES AGREEMENT

                             SUPPORT GUIDELINES FOR
                                 SEARCH SERVICES

1.    Definitions.

     (a)  Hours of Operation.  Inktomi will provide Customer with 7 x 24 support
          as set forth herein.

     (b)  Problem.  Any error, bug, or malfunction that makes any feature of the
          Inktomi Search Engine  perform  unpredictably  or to otherwise  become
          intermittently  unavailable,  or that causes the Inktomi Search Engine
          to have a material degradation in response time performance.

     (c)  Severe Problem. Any error, bug, or malfunction that causes the Inktomi
          Search  Engine to become  inaccessible  to  Customer  and its Site end
          users,  or that  causes any feature of the  Inktomi  Search  Engine to
          become continuously unavailable.

     (d)  Enhancement  Request.  A request  by  Customer  to  incorporate  a new
          feature or enhance an existing feature of the Inktomi Search Engine.

     (e)  Fix. A correction, fix, alteration or workaround that solves a Problem
          or a Severe Problem.

2.    Contact points.

     (a)  Customer Technical Support Personnel.  Customer will designate no more
          than three  Customer  employees as  qualified  to contact  Inktomi for
          technical support.

     (b)  Inktomi  Technical  Support  Personnel.  Inktomi  will ensure that its
          Technical  Support   Personnel  are  adequately   trained  to  provide
          technical  support to Customer.  Inktomi will provide  Customer with a
          web interface or an email address (the "Support Address"),  as well as
          an email  pager  address  (the  "Support  Pager") for  contacting  the
          Inktomi  Technical  Support  Personnel no later than one week prior to
          the Launch  Date.  Inktomi  will also  provide  Customer  with contact
          information for executive  escalation personnel no later than one week
          prior to the Launch Date. Inktomi may change its designated  Technical
          Support Personnel and executive escalation personnel at its discretion
          with reasonable notice to Customer.

3.    Support procedures.

     (a)  All  Problems  reported by Customer  Technical  Support  Personnel  to
          Inktomi  must be  submitted  via  web  site or  email  to the  Support
          Address.

     (b)  If Customer  believes it is reporting a Severe Problem,  Customer will
          accompany its email request with a page via the Support Pager.



<PAGE>


     (c)  Upon receiving a report from Customer,  Inktomi will determine whether
          the request is a Problem, a Severe Problem, or an Enhancement Request.
          Inktomi  will  respond to the  request and use  reasonable  commercial
          efforts to provide a Fix as described  in the support  table set forth
          below.

     (d)  Inktomi will use  commercially  reasonable  effort to inform  Customer
          Technical Support Personnel of Fixes.

 4.    Support levels.

     (a)  Customer will provide  technical support to end users of the Sites who
          email or otherwise  contact Customer directly with questions about the
          Sites.  Customer will use its commercially  reasonable  efforts to Fix
          any Problems without escalation to Inktomi.

     (b)  Inktomi  will  provide  the  following  technical  support  solely  to
          Customer Technical Support Personnel:
<TABLE>

<S>                       <C>                 <C>                        <C>
Receipt of email          Type of email        Target response           Target Fix Time and Reporting
request                   request              Time from email
                                               receipt

- ------------------------- -------------------- ------------------------  -----------------------------------------------
During business           Problem              Within one                Commercially reasonable best efforts
hours or other                                 business day              with weekly status reports to Customer
times

- ------------------------- -------------------- ------------------------  -----------------------------------------------
During the hours          Severe               Within two hours          Commercially reasonable best efforts
between  6:00 a.m.        Problem                                        with daily status reports to Customer
and 9:00 p.m.
Pacific time

- ------------------------- -------------------- ------------------------  -----------------------------------------------
During other times        Severe               Within four hours         Commercially reasonable best efforts
                          Problem                                        with daily status reports to Customer
- ------------------------- -------------------- ------------------------  -----------------------------------------------
During business           Enhancement          Within five               At Inktomi's discretion
hours or other            Requests             business days
times

- ------------------------- -------------------- ------------------------  -----------------------------------------------
</TABLE>


     (c)  In the event  Inktomi  does not respond to Customer  within the target
          response  time from email  receipt set forth above,  then Customer may
          contact the following Inktomi executive escalation personnel in order:

     Steve Crusenberry             -        Search Engine Technical Operations
     Troy Toman                    -        Director of Partner Services
     Dick Pierce                   -        COO
     Dave Peterschmidt             -        CEO



<PAGE>



                                  ATTACHMENT B
                                       TO
                                   EXHIBIT A-3

                           GENERAL DIRECTORY SERVICES

Open Directory License

The Open Directory is a compilation of many  different  editors'  contributions.
Netscape  Communications  Corporation  (`Netscape')  owns the  copyright  to the
compilation  of the  different  contributions,  and  makes  the  Open  Directory
available  to you  to use  under  the  following  license  agreement  terms  and
conditions  (`Open  Directory  License').  For  purposes of this Open  Directory
License, `Open Directory' means only the Open Directory Project currently hosted
at  http://dmoz.org  (or at another site as may be designated by Netscape in the
future),  and does not  include  any  other  versions  of  directories,  even if
referred to as an `Open  Directory,' that may be hosted by Netscape on other web
pages (e.g., Netscape Netcenter).

1. Basic License.  Netscape grants you a non-exclusive,  royalty-free license to
use,  reproduce,  modify and create  derivative  works from,  and distribute and
publish the Open Directory and your derivative works thereof,  subject to all of
the terms and  conditions  of this Open  Directory  License.  You may  authorize
others to exercise the foregoing rights;  provided,  however, that you must have
an  agreement  with  your  sublicensees  that  passes  on the  requirements  and
obligations  of Sections 2 and 4 below and which must  include a  limitation  of
liability  provision no less protective of Netscape than Section 6 below. Due to
the nature of the content of the Open Directory, many third parties' trade names
and  trademarks  will be  identified  within the  content of the Open  Directory
(e.g., as part of URLs and description of link).  Except for the limited license
to use the  Netscape  attribution  in Section 2 below,  nothing  herein shall be
deemed to grant you any license to use any Netscape or third party  trademark or
tradename.

2.  Attribution  Requirement.  As a material  condition  of this Open  Directory
License, you must provide the below applicable attribution statements on (1) all
copies of the Open Directory,  in whole or in part, and derivative works thereof
which are either  distributed  (internally  or  otherwise)  or  published  (made
available on the Internet and/or  internally over any internal  network/intranet
or otherwise),  whether  distributed or published  electronically,  on hard copy
media or by any other  means,  and (2) on any  program/web  page from  which you
directly link to/access any information contained within the Open Directory,  in
whole or in part, or any derivative work thereof:

          (a) If the Open Directory in whole or in part, or any derivative  work
     thereof,  is made  available via the Internet or internal  network/intranet
     and/or information contained therein is directly accessed or linked via the
     Internet or internal  network/intranet  then you must  provide the Netscape
     attribution   statement   as   described   in  the   page(s)   at  the  URL
     http://dmoz.org/become_an_editor.

          (b) If the Open Directory in whole or in part, or any derivative  work
     thereof, is made available on any hard copy media (e.g., CD-ROM, diskette),
     you must place on the packaging a notice providing Netscape  attribution as
     described  in the page(s) at the URL  http://dmoz.org/become_an_editor.  If
     there is no `packaging',  the previous  attribution notice should be placed
     conspicuously  such that it would be reasonably  viewed by the recipient of
     the Open Directory.

          (c) If you are using or  distributing  the Open  Directory in modified
     form (i.e.,  with  additions  or  deletions),  you must include a statement
     indicating  you have made  modifications  to it. Such  statement  should be
     placed with the  attribution  notices  required  by Sections  2(a) and 2(b)
     above.  Netscape grants you the non-exclusive,  royalty-free license to use
     the above identified Netscape attribution statements solely for the purpose
     of the above attribution requirements, and such use must be




<PAGE>


     in accordance  with the usage  guidelines that may be published by Netscape
     from time to time as part of the above URLs.

3. Right To Identify Licensee. You agree that Netscape has the right to publicly
identify you as a user/licensee of the Open Directory.

4.  Errors  and  Changes.  From time to time  Netscape  may elect to post on the
page(s) at the URL http://dmoz.org/become_an_editor  certain specific changes to
the Open Directory and/or above attribution statements,  which changes may be to
correct  errors  and/or  remove  content  alleged to be  improperly  in the Open
Directory.  So  long  as you  are  exercising  the  license  to  Open  Directory
hereunder, you agree to use commercially reasonable efforts to check the page(s)
at the  URL  http://dmoz.org/become_an_editor  from  time  to  time,  and to use
commercially  reasonable  efforts  to make the  changes/corrections/deletion  of
content  from  the  Open  Directory  and/or  attribution  statements  as  may be
indicated at such URL. Any changes to the Open  Directory  content posted at the
page(s) at the URL http://dmoz.org/become_an_editor are part of Open Directory.

5. No Warranty/Use At Your Risk. THE OPEN DIRECTORY AND ANY NETSCAPE  TRADEMARKS
AND LOGOS CONTAINED WITH THE REQUIRED ATTRIBUTION  STATEMENTS ARE MADE AVAILABLE
UNDER THIS OPEN DIRECTORY LICENSE AT NO CHARGE. ACCORDINGLY,  THE OPEN DIRECTORY
AND THE NETSCAPE  TRADEMARKS AND LOGOS ARE PROVIDED `AS IS,' WITHOUT WARRANTY OF
ANY  KIND,   INCLUDING   WITHOUT   LIMITATION  THE  WARRANTIES   THAT  THEY  ARE
MERCHANTABLE,  FIT FOR A PARTICULAR  PURPOSE OR  NON-INFRINGING.  YOU ARE SOLELY
RESPONSIBLE  FOR  YOUR  USE,   DISTRIBUTION,   MODIFICATION,   REPRODUCTION  AND
PUBLICATION OF THE OPEN  DIRECTORY AND ANY  DERIVATIVE  WORKS THEREOF BY YOU AND
ANY OF YOUR SUBLICENSEES  (COLLECTIVELY,  `YOUR OPEN DIRECTORY USE'). THE ENTIRE
RISK AS TO YOUR OPEN  DIRECTORY  USE IS BORNE BY YOU. YOU AGREE TO INDEMNIFY AND
HOLD NETSCAPE,  ITS SUBSIDIARIES AND AFFILIATES HARMLESS FROM ANY CLAIMS ARISING
FROM OR RELATING TO YOUR OPEN DIRECTORY USE.

6.  Limitation of Liability.  IN NO EVENT SHALL  NETSCAPE,  ITS  SUBSIDIARIES OR
AFFILIATES,  OR THE OPEN  DIRECTORY  CONTRIBUTING  EDITORS,  BE  LIABLE  FOR ANY
INDIRECT,  SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES,  INCLUDING,  WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR ANY AND ALL OTHER COMMERCIAL DAMAGES
OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF WHETHER
ANY CLAIM IS BASED UPON ANY CONTRACT,  TORT OR OTHER LEGAL OR EQUITABLE  THEORY,
RELATING OR ARISING FROM THE OPEN  DIRECTORY,  YOUR OPEN  DIRECTORY  USE OR THIS
OPEN DIRECTORY LICENSE AGREEMENT.

7. California  Law. This Open Directory  License will be governed by the laws of
the State of California, excluding its conflict of laws provisions. Rev01-13-99



<PAGE>




                                    NEWDEAL - MYTURN

                    CROSS-LICENSE AND DISTRIBUTION AGREEMENT


This Agreement is effective as of February 12, 2000 (the "Effective  Date"),  by
and between NewDeal, Inc., a Delaware corporation  ("NewDeal"),  whose principal
address is 20 Holland Street, Somerville,  MA, and MyTurn.com,  Inc., a Delaware
corporation  ("MyTurn"),  whose principal address is 960 Atlantic Avenue,  Suite
200, Alameda, California 94501.

                                    RECITALS

A.   NewDeal is an online  service  provider and  developer and publisher of
     computer software, as well as the worldwide exclusive licensee of the GEOS
     operating environment  and  application  suite for Personal Computers  and
     Internet terminals or devices with hard disk or other non-solid state mass
     storage devices, marketed by NewDeal as a suite of integrated  applications
     under various names and configurations, such as "NewDeal Office," "NewDeal
     SchoolSuite," and "NewDeal WebSuite".

B.   NewDeal is also a developer and publisher of aftermarket products for use
     in conjunction with GEOS and the NewDeal integrated application suites.

C.   MyTurn is an  online  service  provider  and  developer  and  publisher  of
     computer  software,  as well as the  worldwide  exclusive  licensee  of the
     GEOS(R) operating  environment and application suite for personal Computers
     and Internet terminals or devices with solid state storage devices.

D.   MyTurn is also a developer, reference design licensor, manufacturer and
     distributor of low-cost personal computers and Internet terminals and
     devices.

E.   The software products of both NewDeal and MyTurn are derived, in part, from
     the GEOS(R)  graphical  operating  environment and GEOS-based  applications
     licensed respectively to NewDeal and to MyTurn by Geoworks Corporation.

F.   NewDeal wishes to license its software technologies to MyTurn, for use by
     MyTurn in conjunction with its personal computer and Internet terminal
     products.

G.   NewDeal further wishes to selectively authorize MyTurn to distribute
     NewDeal's after-market products through MyTurn's distribution channels.

H.   MyTurn wishes to license its software technologies to NewDeal, for use by
     NewDeal in conjunction with its application suites and to authorize NewDeal
     to distribute MyTurn's aftermarket products and personal computer products
     in the Educational Market and the Non-Profit markets (eg. 501(C)3 and
     similar organizations).

<PAGE>

I.   Each Party wishes to license to the other certain improvements,  bug fixes,
     upgrades,  extensions,  enhancements,  tools, and documentation it makes or
     adds to its licensed technology, certain new products and technologies that
     each party  develops,  or that are jointly  developed,  or are developed in
     conjunction with third parties.

<PAGE>

         1.       DEFINITIONS

          1.1 "Party" and "Parties" refer to NewDeal and MyTurn.

          1.2 "NewDeal  Market(s)"  means all markets and channels  that NewDeal
          sells GEOS and the NewDeal  Application Suites to and through for Used
          Computers, and the following markets and channels for New Computers:

               (a) New Computers that have a  pre-installed  current  version of
               Microsoft Windows with a paid license,  except that for these New
               Computers  NewDeal  shall  exclude the  Consumer  User  Interface
               (CUI).

               (b) Africa,  on a non-exclusive  OEM basis,  where the OEM agrees
               contractually not to ship outside of Africa and agrees to require
               its  distributors to  contractually  agree not to ship outside of
               Africa.

               (c) where GEOS and the NewDeal Application  Suite(s) are embedded
               in a solid state device for a New  Computer  that is powered by a
               mechanical (e.g. spring) electrical energy source.

          1.3 "NewDeal Territory(ies)" means worldwide.

          1.4 "NewDeal Licensed Technology" means the GEOS operating environment
          and  applications  licensed to NewDeal by Geoworks  and all bug fixes,
          enhancements,   upgrades,  extensions,  tools,  documentation  or  new
          technology made or added thereto and included in NewDeal's Application
          Suite  products,  however  configured  and named,  as more  completely
          described in Exhibit A.

          1.5 "NewDeal  Application  Suite" means the GEOS operating  system,  a
          suite of integrated applications,  software development tools, and End
          User  documentation,  all as licensed,  developed  and/or  enhanced by
          NewDeal.

          1.6  "NewDeal  Bundled  Items"  means  any  product,   technology,  or
          documentation  that  NewDeal  customarily   includes  with  a  NewDeal
          Application  Suite,  or  otherwise  provides to End Users of a NewDeal
          Application  Suite,  at no separate charge where NewDeal has the right
          to license such technology to MyTurn.

          1.7 "NewDeal After-Market Products" means any product,  technology, or
          documentation  that NewDeal  publishes  for use in  connection  with a
          NewDeal Application Suite, for which NewDeal imposes a charge separate
          from the charge for the NewDeal Application Suite.

          1.8 "MyTurn Market(s)" means the New Computer market(s) where GEOS and
          the GlobalPC  Applications  Suite are  preinstalled on a New Computer,
          except for New Computers as identified in Clause 1.2 (a).

<PAGE>
          1.9 "MyTurn  Territory(ies)" means worldwide,  excluding all countries
          on the continent of Africa.

          1.10 "MyTurn Licensed Technology" means the GEOS operating environment
          and   applications   licensed  to  MyTurn  by  Geoworks   and  NewDeal
          respectively, and all bug fixes, enhancements,  upgrades, extensions ,
          tools,  documentation  or new  technology  made or added  thereto  and
          included in the  software  component of MyTurn's  products,  including
          GlobalPC  Application Suite,  Bundled Items and Aftermarket  products,
          however configured and named, as more completely  described in Exhibit
          A,  excluding the GEOS operating  environment  embedded in solid-state
          storage devices except as provide for in Section 1.2C.

          1.11 "GlobalPC  Application  Suite" means the GEOS operating system, a
          suite of integrated applications,  software development tools, and End
          User documentation, as licensed, developed and/or enhanced by MyTurn.

          1.12  "GlobalPC  Bundled  Items"  means any  technology,  product,  or
          documentation that MyTurn includes with a GlobalPC  Application Suite,
          or otherwise provides to End Users of a GlobalPC Application Suite, at
          no  separate  charge  where  MyTurn  has the  right  to  license  such
          technology to NewDeal.

          1.13 "MyTurn  Aftermarket  Products" means any technology,  product or
          documentation  that  MyTurn  publishes  for use in  connection  with a
          GlobalPC Application Suite, for which MyTurn imposes a charge separate
          from the charge for the GlobalPC Application Suite.

          1.14 "GlobalPC  Device" means a New Computer designed and manufactured
          by or for MyTurn or its sublicensees.

          1.15  "Third  Party   Technology"   means  any   software,   hardware,
          documentation  or other  technologies  that are licensed to a Party by
          third parties and included or bundled with the Party's MyTurn Licensed
          Technology or NewDeal Licensed Technology as the case nay be.

          1.16  "Educational   Market"  means  public  or  private  institutions
          providing education to students in kindergarten  through twelfth grade
          (K-12), and non-college adult education.

          1.17  "Computer"  includes (1) a  general-purpose  personal  computer,
          whether  sold with or without a monitor;  (2) an Internet  terminal or
          device  (i.e.,  a  terminal  including  a browser,  e-mail  client and
          internal  modem,   the  purpose  which  is  to  access  the  Internet,
          world-wide-web  pages or  similar  network  services),  whether or not
          capable of functioning  as a stand-alone  Personal  Computer,  but not
          marketed as such; and (3) dedicated word processors.

<PAGE>

          1.18 "New  Computer"  means a Computer  that includes a CPU based upon
          the Intel X86 or Pentium(C)  architecture and contains a hard drive or
          non-solid  state  storage  device,  and is sold as a New  Computer  or
          Internet terminal or device.

          1.19 "Used Computer"  means a Computer or Internet  terminal or device
          that is sold or donated to End Users as a used or refurbished Computer
          or Internet  terminal or device,  or is a currently  owned Computer or
          Internet terminal or device.

          1.20  "GEOS"  means the GEOS  operating  system  licensed  by Geoworks
          Corporation to NewDeal and to MyTurn,  together with any enhancements,
          bug fixes, upgrades,  extensions,  tools,  documentation or technology
          made or added thereto developed by either Party, or developed with, or
          for, or licensed to, either party by a third party and transferable to
          the other party within the  licensing  agreement  between the licensor
          and either NewDeal or MyTurn.

          1.21 "End User" means any person, organization or entity that acquires
          a copy of either Party's  Licensed  Technology for its own use and not
          for resale.

          1.22  "Manufacturer"  means  any  person or entity to whom a Party has
          granted a right to manufacture  copies of NewDeal Licensed  Technology
          or MyTurn Licensed Technology and/or GlobalPC Devices.

          1.23  "Distributor"  means  any  person  or entity to whom a Party has
          granted a right to distribute  NewDeal or MyTurn  Licensed  Technology
          (i) to End Users, or (ii) to resellers for further distribution to End
          Users.

          1.24 "OEM"  means any person or entity to whom a Party  grants a right
          to  manufacture  and distribute  copies of NewDeal or MyTurn  Licensed
          Technology preinstalled on a New or Used Computer or Internet terminal
          or device.

          1.25 "Pre-Installed" means copied onto the internal hard disk or other
          storage media (other than solid state media) of a Computer or Internet
          terminal or device prior to sale of the Computer or Internet  terminal
          or device to an End User.

          1.26   "Product   Shipment"   means  a   shipment   of  a  unit  of  a
          royalty-bearing  product  by a Party,  or by an OEM of a  Party,  to a
          Distributor, End User or other customer.

          1.27  "Derivative  Work" means (1) for  material  subject to copyright
          protection,   any  work  which  is  based  upon  any  MyTurn  Licensed
          Technology  and/or  NewDeal  Licensed  Technology,  such as bug fixes,
          enhancements, upgrades, extensions and additions, tools, documentation
          or  technology;   (2)  for  patentable  or  patented  materials,   any
          adaptation,  subset,  addition,  improvement  or combination of MyTurn
          Licensed  Technology and/or NewDeal Licensed  Technology;  and (3) for
          material  subject  to  trade  secret  protection,  any  new  material,
          information  or data  relating  to and derived  from  MyTurn  Licensed
          Technology and/or NewDeal Licensed Technology.

<PAGE>

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

          1.29 "Consumer User Interface" refers to the simplified user interface
          for GEOS  designed  for  entry  level  users and  accessible  from the
          advanced or industry standard user interface for GEOS.

          1.30 "Authorized  Personnel" means each respective  Party's employees,
          consultants and other third-party  contractors which have entered into
          a contract with such Party, which contracts shall provide, among other
          things,  that such  contracting  third-parties  shall  comply with the
          confidentiality  and source code access terms and  conditions  of this
          contract applicable to it pursuant to the terms hereof.

          1.31 "Licensed Technology" means the MyTurn Licensed Technology and/or
          the NewDeal Licensed Technology as the context requires.

         2.       GRANT OF LICENSES FROM NEWDEAL TO MYTURN

Subject to Section 2.6(Reserved Rights),  NewDeal grants to MyTurn, for the term
of this Agreement, the following licenses:

          2.1 Reproduction

               (a)  Object  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)), worldwide license to reproduce copies
               of the object code of the NewDeal Licensed  Technology and copies
               of the object code of  Derivative  Works based  thereon,  and the
               right to  sublicense  such  reproduction  rights to New  Computer
               Manufacturers  and OEMs of MyTurn,  all such sublicenses to be in
               writing and subject to the terms,  conditions and  limitations of
               this Agreement; and

               (b)  Source  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)), worldwide license to reproduce copies
               of the source code of the NewDeal Licensed Technology  (excluding
               the original  source code  licensed to NewDeal by  Geoworks,  for
               which MyTurn has a direct source code license from Geoworks,  and
               any Third Party  Technology  for which  NewDeal does not have the
               right to grant  source  code  access  to  MyTurn)  and  copies of
               Derivative  Works, for internal use by MyTurn in carrying out its
               rights  and  obligations  under  this  Agreement.  NewDeal  shall
               provide all  iterations  of its source code to MyTurn in a timely
               fashion and in such manner as MyTurn may reasonably request,  and
               NewDeal  shall  not  under any  circumstances  prevent  access to
               NewDeal source code except for breach of contract,  and then only
               with due process.

<PAGE>

          2.2 Modification, Derivative Works

               (a) a  non-exclusive,  non-transferable  (except as  provided  in
               Section  18.1  (Assignment)),  worldwide  license  to modify  the
               source code to the NewDeal  Licensed  Technology,  (excluding any
               Third Party  Technology for which NewDeal does not have the right
               to grant  source  code  modification  rights to  MyTurn),  and to
               create  Derivative  Works,  provided  that any  warranty  against
               infringement,  indemnity  obligation,  or  maintenance or support
               obligation   given  by  NewDeal  under  the  provisions  of  this
               Agreement shall not apply to  modifications  or Derivative  Works
               made by or for MyTurn,  or to  portions  of the NewDeal  Licensed
               Technology affected by such modifications or Derivative Works.

               (b) For purposes of this Modification license,  NewDeal grants to
               MyTurn a non-exclusive,  non-transferable  (except as provided in
               Section 18.1  (Assignment))  internal license to use the software
               development  tools  and  documentation  included  in the  NewDeal
               Licensed Technology.

          2.3 Distribution

               (a) Application  Suite and Bundled Items in GlobalPC  Devices:  a
               royalty-bearing,  non-transferable (except as provided in Section
               18.1  (Assignment)),  worldwide license to distribute the NewDeal
               Application  Suite(s) and NewDeal  Bundled Items,  and Derivative
               Works based thereon,  preinstalled  in New  Computers,  in object
               code form only,  and the right to  sublicense  such  distribution
               rights to OEMs and Manufacturers of MyTurn,  all such sublicenses
               to be in  writing  and  subject  to  the  terms,  conditions  and
               limitations of this Agreement.

               (b) After-Market  Products:  a royalty-bearing,  non-transferable
               (except as  provided  in Section  18.1  (Assignment)),  worldwide
               license  to   distribute   the  NewDeal   After-Market   Products
               (excluding  After-Market  Products  marketed  to the  Educational
               Market) to OEMs and Manufacturers of MyTurn,  and directly to End
               Users  for the  MyTurn  markets.  For each  NewDeal  After-Market
               Product,  the  Parties  shall  amend  Exhibits  A and  B to  this
               Agreement,   identifying   the  product  and  setting  forth  the
               applicable  royalty rate,  the  conditions of  exclusivity  under
               section 2.7(c), if applicable, and other mutually agreeable terms
               and conditions. If the Parties are not able to reach agreement as
               to the terms of distribution after good faith negotiations,  then
               NewDeal may sell it itself or offer  distribution  rights for the
               NewDeal After-Market Product to another party.

               (d) End User License. MyTurn and its sublicensees will distribute
               the NewDeal Licensed Technology and Derivative Works to End Users
               only under the terms of an End User license  substantially in the
               form provided as Exhibit C.

               (d) Tools. NewDeal shall be entitled to create and make available
               to third party  developers  and End Users a software  development
               kit (SDK) for

<PAGE>
               developing  applications for "GEOS 2000" (as amended from time to
               time) and  compatible  with NewDeal  Licensed  Technology  and/or
               MyTurn Licensed Technology.

          2.4 Sublicense  Rights.  MyTurn shall have the right to sublicense the
          foregoing license rights to OEMs and Manufacturers of MyTurn, all such
          sublicenses to be in writing and subject to the terms,  conditions and
          limitations of this Agreement.

          2.5 Derivative Works, Enhancements and Third Party Technologies

               (a) Derivative  Works and  Enhancements.  The licenses granted to
               MyTurn in this Section 2 shall, at MyTurn's election, include and
               extend  to  all  Derivative  Works,   enhancements,   extensions,
               upgrades,  updates,  bug  fixes  and  revisions  to the  Licensed
               Technology that NewDeal  develops,  or to which NewDeal  acquires
               distribution rights, during the term of this Agreement.

               (b) Third Party  Technologies.  The licenses granted to MyTurn in
               this  Section  2  shall,  at  MyTurn's  election,   also  include
               sublicenses,  with the exception of patent licenses, to any Third
               Party  Technology to which NewDeal acquires license rights during
               the term of this Agreement;  provided,  however,  that such Third
               Party  Technologies  shall be included in the licenses granted to
               MyTurn  hereunder  only to the extent that the license  agreement
               between  the Third  Party  Technology  provider  and  NewDeal  so
               permits.  NewDeal  will  use  its  best  commercially  reasonable
               efforts to obtain  such  sublicense  rights  from its Third Party
               Technology  providers,  especially  for Atlas,  Encyclopedia  and
               Dictionary products.

               (c)  Exhibit  A shall  be  amended  from  time to time to add any
               technologies  that are included in this  Agreement as provided in
               this Section 2.5.

          2.6 Reserved Rights

               (a) NewDeal  reserves to itself and its  licensees  the exclusive
               right  to  manufacture   and  distribute  the  NewDeal   Licensed
               Technology  preinstalled  in Used  Computers and New Computers as
               defined in section 1.2 (a) and 1.2 (b).

               (b) Subject to any  NewDeal  After-Market  Products  distribution
               rights  that may be granted  to MyTurn in Section  2.3(b) of this
               Agreement,  NewDeal  reserves  to itself  and its  licensees  the
               exclusive  right to sell the NewDeal  Licensed  Technology to End
               Users separately from the sale of a Computer.

          2.7 Exclusivity of Rights Granted to MyTurn

               (a)  Exclusivity.  Subject to Section 2.6  (Reserved  Rights) and
               Section 2.7(b) (Conditions of Exclusivity), the rights granted to
               MyTurn in this Section 2 shall be exclusive to MyTurn  during the
               term of this Agreement.

<PAGE>

               (b)  Conditions  of  Exclusivity  for New  Computers.  The rights
               granted  to MyTurn in  Sections  and 2.1,  2.2 and  2.3(a)  shall
               become  nonexclusive  if  MyTurn  fails to meet  the  performance
               requirements  set  forth  in  Exhibit  A or B to this  Agreement;
               provided,  however,  MyTurn, provided it is not in default of any
               other   requirement   under  this  contract,   may  maintain  its
               exclusivity  by paying to NewDeal,  no later than the last day of
               each  applicable  period,  an  amount by which it is short of the
               performance requirement, as set forth in Exhibit B.

               (c)  Conditions of  Exclusivity  for  Aftermarket  Products.  The
               rights  granted to MyTurn in Section  2.1,  2.2 and 2.3(b)  shall
               become  nonexclusive  if  MyTurn  fails to meet  the  performance
               requirements  set  forth  in  Exhibit  A or B  attached  to  this
               Agreement;  provided,  however,  that  MyTurn  may  maintain  its
               exclusivity  by paying to NewDeal,  no later than the last day of
               each  applicable  period,  an  amount by which it is short of the
               performance requirement, as set forth in the Exhibit B.

     3. GRANT OF LICENSE FROM MYTURN TO NEWDEAL

     MyTurn  grants to NewDeal,  for the term of this  Agreement,  the following
licenses:

          3.1 Reproduction

               (a)  Object  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)),  worldwide, exclusive license for the
               NewDeal  Markets to  reproduce  copies of the object  code of the
               MyTurn  Licensed  Technology,  and copies of the  object  code of
               Derivative  Works based thereon,  for sale to End users,  and the
               right  to  sublicense  such   reproduction   rights  to  Computer
               Manufacturers of and OEMs of NewDeal,  all such sublicenses to be
               in writing and subject to the terms,  conditions and  limitations
               of this Agreement; and

               (b)  Source  Code:  a  non-transferable  (except as  provided  in
               Section 18.1 (Assignment)),  worldwide, exclusive license for the
               NewDeal  Markets to  reproduce  copies of the source  code of the
               MyTurn Licensed Technology  (excluding any Third Party Technology
               for which  MyTurn  does not have the right to grant  source  code
               access to NewDeal) and of Derivative  Works,  for internal use by
               NewDeal in  carrying  out its rights and  obligations  under this
               Agreement. MyTurn shall provide all iterations of its source code
               to NewDeal in a timely  fashion and in such manner as NewDeal may
               reasonably request,  and MyTurn shall not under any circumstances
               prevent  access  to  MyTurn  source  code  except  for  breach of
               contract, and then only with due process.

               (c) Solid State License: a  non-transferable  (except as provided
               for  in  Section  18.1  (Assignment))  worldwide,   non-exclusive
               license  to  reproduce  copies of the  object  code of the MyTurn
               Licensed Technology,  and copies of the object code of Derivative
               Works  based   thereon,   and  the  right  to   sublicense   such
               reproduction rights to Manufacturers of and OEMs of NewDeal, when
               embedded in solid state  devices  for New
<PAGE>

               Computers   that   have  a   mechanical   electrical   generation
               capability,  with  all  such  sublicenses  to be in  writing  and
               subject  to  the  terms,   conditions  and  limitations  of  this
               Agreement.

          3.2 Modification, Derivative Works

               (a) a  non-exclusive,  non-transferable  (except as  provided  in
               Section  18.1  (Assignment)),  worldwide  license  to modify  the
               source  code to the MyTurn  Licensed  Technology  (excluding  any
               Third Party  Technology  for which MyTurn does not have the right
               to  grant  modification   rights  to  NewDeal),   and  to  create
               Derivative   Works,    provided   that   any   warranty   against
               infringement,  indemnity  obligation,  or  maintenance or support
               obligation given by MyTurn under the provisions of this Agreement
               shall not apply to  modifications  or Derivative Works made by or
               for  NewDeal,  or to portions of the MyTurn  Licensed  Technology
               affected by such  modifications or Derivative Works. For purposes
               of  this  Modification  license,   MyTurn  grants  to  NewDeal  a
               non-exclusive,  non-transferable  (except as  provided in Section
               18.1   (Assignment))   internal   license  to  use  the  software
               development  tools  and  documentation  included  in  the  MyTurn
               Licensed Technology.

               (b) For purposes of this Modification  license,  MyTurn grants to
               NewDeal a non-exclusive,  non-transferable (except as provided in
               Section 18.1  (Assignment))  internal license to use the software
               development  tools  and  documentation  included  in  the  MyTurn
               Licensed Technology.

          3.3 Distribution

               (a) Application  Suite and Bundled Items: a  non-royalty-bearing,
               non-transferable    (except   as   provided   in   Section   18.1
               (Assignment)),   worldwide   license  to  distribute  the  MyTurn
               Licensed Technology, and Derivative Works based thereon, to OEMs,
               Manufacturers, Distributors and End Users in all NewDeal Markets.
               All copies so  distributed  must be (1) in object code form only;
               and for New Computers are subject to the feature and distribution
               terms defined in Clauses 1.2 (a), and 1.2(b).

               (b) Aftermarket  Products:  a royalty  bearing,  non-transferable
               (except as  provided  in Section  18.1  (Assignment)),  worldwide
               license to  distribute  the MyTurn  Aftermarket  Products  to End
               Users in the NewDeal Market, in the NewDeal  Territory.  For each
               MyTurn  Aftermarket  Product,  the Parties shall amend Exhibits A
               and B to this  Agreement,  identifying  the  product  and setting
               forth the applicable royalty rate, the conditions of exclusivity,
               if applicable, and other mutually agreeable terms and conditions.
               If the Parties are not able to reach agreement as to the terms of
               distribution after good faith negotiations, then MyTurn may offer
               distribution  rights  for the MyTurn  Aftermarket  Product in the
               Education Market to another party.

               (c) GlobalPC  Devices:  a  non-exclusive  appointment as a MyTurn
               sales  representative  for the sale of  GlobalPC  Devices  to the
               Educational Market.

<PAGE>

               (d)  End  User  License.   NewDeal  and  its  sublicensees   will
               distribute the MyTurn Licensed Technology and Derivative Works to
               End  Users  only   under  the  terms  of  an  End  User   license
               substantially in the form provided as Exhibit C.

               (e) Sublicense Rights. NewDeal shall have the right to sublicense
               the  foregoing  distribution  rights to OEMs,  Manufacturers  and
               Distributors  of  NewDeal  for  all  NewDeal  Markets,  all  such
               sublicenses to be in writing and subject to the terms, conditions
               and  limitations of this Agreement for all Used Computers and New
               Computer markets as defined in Section 1.2 (a) and 1.2 (b).

               (f) Tools.  MyTurn shall be entitled to create and make available
               to third party  developers  and End Users a software  development
               kit (SDK) for developing applications for "GEOS 2000" (as amended
               from time to time) and compatible with MyTurn Licensed Technology
               and/or NewDeal Licensed Technology.

          3.4 Derivative Works, Enhancements and Third Party Technologies

               (a) Derivative  Works and  Enhancements.  The licenses granted to
               NewDeal shall, at NewDeal's  election,  include and extend to all
               Derivative Works, enhancements,  upgrades,  extensions,  updates,
               bug fixes and revisions to the MyTurn  Licensed  Technology  that
               MyTurn develops during the term of this Agreement.

               (b) Third Party  Technologies.  The  licenses  granted to NewDeal
               shall, at NewDeal's election, also include sublicenses,  with the
               exception of patent  licenses,  to any Third Party  Technology to
               which  MyTurn  acquires  license  rights  during the term of this
               Agreement;  provided, however, that such Third Party Technologies
               shall be included in the  licenses  granted to NewDeal  hereunder
               only to the extent that the license  agreement  between the Third
               Party Technology provider and MyTurn so permits.  MyTurn will use
               its  best   commercially   reasonable   efforts  to  obtain  such
               sublicense  rights  from its Third  Party  Technology  providers,
               especially for Atlas, Encyclopedia and Dictionary products.

               (c)  Exhibit  A shall  be  amended  from  time to time to add any
               technologies  that are included in this  Agreement as provided in
               this Section 3.4.

     4. PRODUCT RELEASE AND ANNOUNCEMENTS

          4.1 Product Release. Each Party shall have the sole right to determine
     when its NewDeal Licensed  Technology and/or MyTurn Licensed  Technology as
     the  case  may  be,  and  products  are  demonstrated,  externally  tested,
     announced,   disclosed   and  released.   Neither   Party  shall   publicly
     demonstrate, test, announce, disclose or release any

<PAGE>

     such  technology or product  without the prior written consent of the other
     Party, except to comply will disclosure  obligations under any law, rule or
     regulation applicable to it.

          4.2 Acknowledgments. Neither Party shall use the other Party's name or
     the name of its products in promotional  literature or marketing materials,
     without the prior approval from the other Party. Such approval shall not to
     be unreasonably withheld or delayed, but may be withheld prior to a Party's
     planned product launch or announcement, or in order to protect confidential
     information  and  proprietary  rights.  Each Party  shall  promptly  review
     (within  five  (5)  business  days)  all  such  requests  made  under  this
     Subsection

     5. MANUFACTURERS and OEMS

Each  Manufacturer  and OEM of a Party that is granted  sublicense  rights under
Sections 2 or 3 must agree in writing:

          5.1  to  accept  that  no  ownership  rights  to the  MyTurn  Licensed
     Technology  and/or  NewDeal  Licensed  Technology as the case may be, or to
     Derivative Works are transferred to the Manufacturer or OEM;

          5.2 to include on all copies of the MyTurn Licensed  Technology and/or
     NewDeal Licensed  Technology as the case may be, and Derivative  Works, and
     on  all  related  packaging,   manuals  and  promotional   materials,   all
     proprietary,  copyright,  trade secret and other  notices of the Parties in
     accordance with 10.7 (Acknowledgment of Parties) hereof;

          5.3  not  to  decompile  or  reverse   engineer  the  MyTurn  Licensed
     Technology  and/or  NewDeal  Licensed  Technology  as the case  may be,  or
     Derivative Works;

          5.4 to keep  records  showing  the  number  of  copies  of the  MyTurn
     Licensed  Technology and/or NewDeal Licensed Technology as the case may be,
     and Derivative Works manufactured, and the number of copies distributed;

          5.5 to furnish to the Party granting the sublicense rights,  within 30
     days from the end of each calendar quarter,  a signed statement showing the
     number of copies so made and the  number of copies so  distributed,  and to
     allow both MyTurn and NewDeal to have such statements  examined and audited
     by  an  independent   auditor  to  the  extent  necessary  to  verify  such
     statements,  subject  to the  audit  conditions  set forth in  Section  9.6
     Audits); and

          5.6 to be bound by the  provisions  of this  Agreement,  and to permit
     both  MyTurn  and  NewDeal  to  enforce   such   provisions   against  such
     Manufacturers and OEMs,  provided that the appointment of Manufacturers and
     OEMs by a Party shall not in any respect  create any  relationship  between
     the other Party and such persons.

<PAGE>

     6. END USER SUPPORT

          6.1 MyTurn.  MyTurn  shall have the  responsibility  and  authority to
     provide  first-level  customer  support  to End  Users in  accordance  with
     commercially  reasonable and customary customer support practices,  for (a)
     GlobalPC Devices,  and (b) software products that are distributed under the
     MyTurn brand and are labeled for use on GlobalPC Devices.

          6.2 NewDeal.  NewDeal shall have the  responsibility  and authority to
     provide  first-level  customer  support  to all End  Users  in the  NewDeal
     Market(s) in the NewDeal  Territory(ies),  in accordance with  commercially
     reasonable and customary customer support practices.

          6.3  Second  Level  Support.  In the event  that a  Party's  technical
     personnel are unable to answer End Users'  question(s)  regarding the other
     Party's Licensed Technology after using reasonable efforts,  such technical
     personnel may contact the other Party at its principal place of business in
     the United States with respect to such technical support questions.

     7. INTELLECTUAL PROPERTY RIGHTS

          7.1 The Licensed  Technologies.  Each Party and its  licensors are and
     shall remain the owners of all Intellectual Property Rights in and to their
     respective Licensed Technology.

          7.2 The GlobalPC Devices.  MyTurn is and shall remain the owner of all
     Intellectual Property Rights in and to the GlobalPC Devices.

          7.3 Derivative Works

               (a) Each Party shall own the Intellectual  Property Rights in and
               to any  Derivative  Works  made by it during  the  course of this
               Agreement, or made for it by third parties.

               (b) Each Party's Intellectual Property Rights in Derivative Works
               shall  not  extend  to  the  underlying  Licensed  Technology  or
               underlying Derivative Works owned by the other Party, but only to
               the modifications thereto made by or for MyTurn or NewDeal.

               (c) Where the contributions of NewDeal and MyTurn to the creation
               of a  Derivative  Work  are  interlinked,  the  Parties  agree to
               specific  ownership  rights as defined  in  Exhibit  A;  provided
               however,  that such  jointly-owned  Intellectual  Property Rights
               shall  not  extend  to  the  underlying  Licensed  Technology  or
               underlying  Derivative  Works owned by either Party, as set forth
               above, but only to the modifications thereto made jointly

<PAGE>

               (d) Each Party shall take all  actions and execute all  documents
               that are necessary to assign to the other its ownership  interest
               in any jointly owned Intellectual Property Rights.  Neither Party
               shall be  required  to obtain the  consent of, or account to, the
               other  Party for the  exploitation  of the rights  covered by any
               such  jointly-owned  Intellectual  Property  Rights,  except that
               neither  Party  shall have the  authority  to grant an  exclusive
               license under any such rights  without the prior written  consent
               of the other Party.

     8. OTHER TERMS

          8.1  Co-Marketing.  Each Party will  provide  the other Party with the
     following marketing support: each Party will provide the other party's logo
     in an agreed size, as a link to the other's  specified URL, in the partners
     section of each Party's "corporate" web site.

     9. PAYMENTS

          9.1 Royalty  Payments and  Reimbursements.  In  consideration  for the
     licenses granted in Sections 2 and 3, each Party agrees to pay to the other
     Party the royalty  payments,  and to reimburse the other Party for the cost
     of Third Party  Technologies,  as set forth in Exhibit B. Royalty  payments
     and  reimbursements  are due and payable within  forty-five (45) days after
     the close of the calendar quarter in which applicable revenue is received.

          9.2 Not For  Resale  Units.  Neither  Party  will  incur  any  royalty
     payments  (except  for  reimbursement  to the other  Party for Third  Party
     Technologies  as  identified  in  Exhibit  B) for a  reasonable  number  of
     promotional,  "not for resale" units of GlobalPC  Devices  and/or copies of
     software  products provided free of charge to End Users or to Distributors,
     or for units used by a Party solely for demonstration, evaluation or review
     purposes,  and/or for customer support,  or, in the case of NewDeal,  large
     scale electronic download trial programs to End-Users;  provided,  however,
     that a royalty  payment  will  become due if and when the Party  receives a
     payment  or other  compensation  for any such  units or uses such units for
     internal use other than as set forth in this  Section.  NewDeal  shall have
     the right to freely  distribute  royalty free (except for applicable  third
     party royalties) copies of NewDeal Licensed  Technology through the NewDeal
     Foundation to educational, faith-based,  Non-Governmental Organizations and
     non-profit organizations.

          9.3 Currency. All payments under this Agreement are to be made in U.S.
     dollars.

          9.4  Records.  During the term of this  Agreement  and for twelve (12)
     months  hereafter,  each Party shall maintain  complete and correct records
     establishing the amount of royalties and other payments due hereunder.

          9.5 Reports.  No later than forty five (45) days after the end of each
     calendar  quarter,  each  Party  shall  send to the  other  Party a  report
     detailing for such quarter:

<PAGE>
               (a)  The  number  of  units  of  Product  Shipment,  including  a
               breakdown as applicable by Product, version and country; and

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

          9.6  Audits.  During the term of this  Agreement  and for twelve  (12)
     months  after the  expiration  or any  termination  of this  Agreement,  an
     independent third-party representative of a Party, reasonably acceptable to
     the other  Party,  upon  reasonable  notice and during the audited  Party's
     normal  business  hours,  shall  have the right to  conduct an audit of the
     relevant  portions  of  the  other  Party's  books  of  account  to  verify
     compliance with this Agreement. The audited Party shall immediately pay any
     overdue payments revealed by such audit(s),  together with interest thereon
     at the rate of 1.5% per month (or the maximum  permitted by applicable law,
     if less)  from the due date until  paid.  Except as set forth  below,  such
     audit(s) may be conducted no more than once in any twelve-month period. The
     Party  conducting  the audit  shall bear the costs of the audit;  provided,
     however,  if the audit reveals  overdue  payments in excess of five percent
     (5%) of the total royalty payable for any twelve-month  period, the audited
     Party shall pay the costs of such audit.  All  information  obtained by the
     auditors shall be treated as Confidential Information as defined in Section
     16 (Nondisclosure and Restricted Use).

     10. BRANDING AND PROPRIETARY MARKINGS

          10.1 The  GlobalPC  Device  shall be branded and  labeled  solely as a
     MyTurn  product  unless  otherwise   agreed  in  writing,   whether  it  is
     distributed by MyTurn or sold by NewDeal.

          10.2 All NewDeal  Licensed  Technology  that is  distributed by MyTurn
     shall be branded and labeled (including product screen displays,  packaging
     and  documentation)  as a MyTurn  product,  and MyTurn shall  appropriately
     indicate NewDeal's  intellectual property,  including,  without limitation,
     copyrights, trademarks and the like, unless the parties agree otherwise.

          10.3 All MyTurn  Licensed  Technology  that is  distributed by NewDeal
     shall be branded and labeled (including product screen displays,  packaging
     and  documentation) as a NewDeal product,  and NewDeal shall  appropriately
     indicate MyTurn's  intellectual  property,  including,  without limitation,
     copyrights, trademarks and the like, unless the parties agree otherwise.

          10.4 NewDeal shall not use the "GlobalPC"  trademark,  name,  label or
     logo (or any other mark that MyTurn uses to identify the  GlobalPC  Device)
     on or in conjunction  with the sale or marketing of any product (other than
     the  commissioned  sales of  GlobalPC  Devices by NewDeal  as  provided  in
     Exhibit B). NewDeal shall not represent  that any product  "operates on" or
     is  "comparable  to,"  "compatible  with," or  "designed  for" the GlobalPC
     Device or any  GlobalPC-branded  software,  without  MyTurn's prior written
     approval which shall not be unreasonably  withheld and shall be provided in
     a timely  manner.  Both Parties will specify on their  packaging that their

<PAGE>

     products are compatible  with the "GEOS 2000" operating  system,  as may be
     amended from time to time,  provided  that both Parties have the right from
     Geoworks to include such markings.

          10.5 Neither Party shall represent represent that it's products are an
     "upgrade" (or  comparable  designation)  to any product  distributed by the
     other Party, unless the parties agree otherwise.

          10.6 Notwithstanding the foregoing,  the Parties shall comply with any
     branding and labeling requirements applicable to Third Party Technologies.

          10.7 Each  Party  agrees to  include  the  other  Party's  proprietary
     notices  in  the  "About"  menu  in  the  software  and  in  the  End  User
     documentation for the Licensed Technology.

          10.8  Acknowledgements.  Each Party shall be entitled to use the other
     Party's name and the name of its  products in  promotional  literature  and
     marketing  materials,  upon receipt of prior approval from the other Party,
     such approval not to be unreasonably withheld or delayed.

     11. NEWDEAL'S INDEMNITIES

          11.1  Indemnity.  NewDeal  will  defend  MyTurn  against,  and pay any
     resulting awards and settlements  arising from, any claim,  demand, suit or
     action to the extent it alleges  that the NewDeal  Licensed  Technology  as
     supplied by NewDeal  infringes  upon any United  States patent issued as of
     the  Effective  Date of this  Agreement  (or,  with  respect to  revisions,
     enhancements  or updates,  as of the date that any such item is supplied to
     MyTurn by  NewDeal),  or any  copyright or trade secret of any third party,
     provided that (1) MyTurn  promptly  informs  NewDeal in writing of any such
     claim,  demand,  action or suit,  (2)  NewDeal  is given  control  over the
     defense thereof and MyTurn cooperates in the defense, at NewDeal's expense,
     and (3) MyTurn will not agree to the settlement of any such claim,  demand,
     action or suit prior to a final judgment  thereon without the prior written
     consent of NewDeal, which consent will not be unreasonably withheld. MyTurn
     shall have the right to select its own counsel to  participate  in any such
     defense, at MyTurn's expense.  NewDeal's indemnity obligations do not apply
     to (1)  modifications  made to the NewDeal  Licensed  Technology  by anyone
     other  than  NewDeal,  (2) use of a  superseded  infringing  version of the
     Licensed Technology by MyTurn after release of a non-infringing  version by
     NewDeal  in  accordance  with  Section  11.2  hereof,  and  (3)  any use or
     combination of the Licensed  Technology  with any  technology,  software or
     hardware not supplied by NewDeal,  if such  alleged  infringement  would be
     avoided by use of the Licensed  Technology alone or with other  technology,
     software or hardware.

          11.2  Response to  Infringement  Claim.  If a claim,  demand,  suit or
     action alleging  infringement is brought, or if NewDeal reasonably believes
     one may be brought (based upon the opinion of independent counsel), NewDeal
     shall have the option at its

<PAGE>

     expense  to (1)  modify  the  NewDeal  Licensed  Technology  to  avoid  the
     allegation  of  infringement,  (2) obtain for MyTurn a license to  continue
     reproducing and  distributing the NewDeal  Licensed  Technology,  or (3) if
     neither (1) nor (2) is  reasonably  practicable  in  NewDeal's  discretion,
     terminate this Agreement as to the affected NewDeal Licensed Technology, as
     to a portion thereof, or as to a specific MyTurn Product or Products,  upon
     written notice.

          11.3 Limitations.  This Section 11 (NEW DEAL's INDEMNITIES) sets forth
     NewDeal's entire liability to MyTurn for any actual or alleged infringement
     or  misappropriation  of any third  party's  intellectual  property  rights
     arising out of the NewDeal Licensed Technology. In no event shall NewDeal's
     aggregate  liability to defend and  indemnify  under  Section 11 (NEWDEAL'S
     INDEMNITIES)  exceed an amount  equal to two times the total of all amounts
     paid or payable by MyTurn to NewDeal  under this  Agreement.  The foregoing
     amounts shall be determined as of the date that the  infringement  claim is
     finally settled or, if there is no settlement,  as of the date that a final
     decision is made by a court or arbitrator in the infringement action.

     12. MYTURN'S INDEMNITIES

          12.1  Indemnity.  MyTurn  will  defend  NewDeal  against,  and pay any
     resulting awards and settlements  arising from any claim,  demand,  suit or
     action to the extent it alleges that the MyTurn  Licensed  Technology  or a
     GlobalPC  Device as supplied  by MyTurn  infringes  upon any United  States
     patent issued as of the Effective Date of this Agreement,  or any copyright
     or trade  secret of any third  party  provided  that (1)  NewDeal  promptly
     informs  MyTurn in writing of any such claim,  demand,  action or suit, (2)
     MyTurn is given control over the defense thereof and NewDeal  cooperates in
     the  defense  at MyTurn'  expense,  and (3)  NewDeal  will not agree to the
     settlement  of any such  claim,  demand,  action  or suit  prior to a final
     judgment thereon without the written consent of MyTurn,  which consent will
     not be  unreasonably  withheld.  NewDeal shall have the right to select its
     own  counsel  to  participate  in any such  defense  at  NewDeal'  expense.
     MyTurn's  indemnity  obligations do not apply to (1) modifications  made to
     the MyTurn  Licensed  Technology by anyone other than MyTurn,  (2) use of a
     superseded  infringing version of the Licensed  Technology by NewDeal after
     release of a  non-infringing  version by MyTurn in accordance  with Section
     12.2 hereof, and (3) any use or combination of the Licensed Technology with
     any  technology,  software or  hardware  not  supplied  by MyTurn,  if such
     alleged  infringement  would be avoided by use of the  Licensed  Technology
     alone or with other technology, software or hardware.

          12.2  Response to  Infringement  Claim.  If a claim,  demand,  suit or
     action alleging  infringement is brought,  or if MyTurn reasonably believes
     one may be brought (based upon the opinion of independent counsel),  MyTurn
     shall  have the option at its  expense  to (1)  modify the MyTurn  Licensed
     Technology to avoid the allegation of infringement,  (2) obtain for NewDeal
     a license to continue  reproducing  and  distributing  the MyTurn  Licensed
     Technology,  or (3) if neither  (1) nor (2) is  reasonably  practicable  in

<PAGE>

     MyTurn's  discretion,  terminate this  Agreement as to the affected  MyTurn
     Licensed  Technology,  as to a portion thereof, or as to a specific NewDeal
     Product or Products, upon written notice.

          12.3  Limitations.  This Section 12 (MYTURN'S  INDEMNITIES) sets forth
     MyTurn's entire liability to NewDeal for any actual or alleged infringement
     or  misappropriation  of any third  party's  intellectual  property  rights
     arising out of the MyTurn Licensed  Technology or a GlobalPC Device.  In no
     event shall  MyTurn's  aggregate  liability to defend and  indemnify  under
     Section 12 (MYTURN'S  INDEMNITIES)  exceed an amount equal to two times the
     total of all  amounts  paid or  payable  by  NewDeal  to MyTurn  under this
     Agreement.  The  foregoing  amounts shall be determined as of the date that
     the infringement claim is finally settled or, if there is no settlement, as
     of the date that a final  decision is made by a court or  arbitrator in the
     infringement action.

     13. COMBINATION CLAIMS

Any  infringement  claim  arising  solely out of the use or  combination  of the
NewDeal  Licensed  Technology  with the MyTurn  Licensed  Technology or GlobalPC
Device shall be defended  cooperatively  by both  Parties,  and the cost of such
defense and any  settlements  or  liabilities  shall be shared  equitably by the
Parties. If the Parties cannot agree as to the equitable  arrangement,  then the
settlements or liabilities  shall be shared pursuant to the determination by the
arbitrator  (or  court,  if the claim was filed in a court by a third  party) of
each Party's percentage of fault.

     14.     WARRANTIES

          14.1  Disclaimer  of  Express   Warranties.   Subject  to  Section  11
     (NEWDEAL'S  INDEMNITIES),  and  12  (MYTURN'S  INDEMNITIES),  all  Licensed
     Technology,  Third Party  Technology,  Confidential  Information,  GlobalPC
     Devices and other  products or  technologies  provided by either  Party are
     provided "AS IS," without a warranty of any kind.  NO REQUEST FOR PROPOSAL,
     PROPOSAL,  CORRESPONDENCE,  ADVERTISEMENT,  BID  OR  VERBAL  REPRESENTATION
     CONCERNING THE LICENSED  TECHNOLOGY,  THIRD PARTY TECHNOLOGY,  CONFIDENTIAL
     INFORMATION,  GLOBALPC  DEVICE OR SERVICES  PROVIDED BY EITHER  PARTY UNDER
     THIS AGREEMENT SHALL CONSTITUTE A WARRANTY OR GUARANTY.

          14.2  Disclaimer  Of  Implied   Warranties.   Subject  to  Section  11
     (NEWDEAL'S  INDEMNITIES),  and 12  (MYTURN'S  INDEMNITIES)  TO  THE  EXTENT
     PERMITTED BY  APPLICABLE  LAW, ALL IMPLIED  WARRANTIES  WITH RESPECT TO THE
     LICENSED TECHNOLOGIES AND THE GLOBALPC DEVICE, INCLUDING BUT NOT LIMITED TO
     IMPLIED WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE
     ARE HEREBY EXCLUDED.

<PAGE>

          14.3 Limited Warranty For Third Party Technology.  With respect to any
     Third  Party  Technology,  each  Party will  extend to the other  Party any
     warranty  that the  supplying  Party is authorized by the Third Party to so
     extend. THE PARTIES EXTEND NO OTHER WARRANTY,  STATUTORY,  EXPRESS, IMPLIED
     OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, REGARDING ANY
     HARDWARE,  SOFTWARE,  CONTENT OR SERVICES  PURCHASED OR LICENSED FROM THIRD
     PARTIES,  EVEN IF SUCH  ITEMS WERE  SELECTED  OR  RECOMMENDED  BY MYTURN OR
     NEWDEAL. ALL WARRANTIES, IF ANY, ARE PROVIDED SOLELY BY THE THIRD PARTIES.

     15.  TERM  OF  AGREEMENT  AND   TERMINATION

          15.1 Term.  This  Agreement  shall begin on the  Effective  Date.  The
     initial term of the Agreement  will expire on December 31, 2003,  provided,
     however, that the MyTurn has met the Conditions of Exclusivity set forth in
     Section 2.7  (Conditions of  Exclusivity).  Thereafter,  the Agreement will
     renew  automatically  for  successive  one-year  terms provided that MyTurn
     meets performance requirements as specified in Exhibit B.

          15.2  Termination  For  Breach.  Each  Party  shall  have the right to
     terminate  this Agreement upon thirty (30) days prior written notice if the
     other Party is in breach of any  material  term of this  Agreement  and the
     breaching  Party fails to remedy such breach within the  thirty-day  notice
     period,  or if the breach can not be cured by best  efforts in thirty  (30)
     days,  the  breaching  Party  fails  to  commence  and  continues  to  take
     meaningful steps to remedy such breach within the thirty (30) day period.

          15.3. All technology cross-licensing under this Agreement in effect at
     the time of termination, of this Agreement, whether from natural expiration
     or breach,  shall  continue in full force and effect beyond the term of the
     Agreement,  and both parties shall be entitled to continue to ship products
     based on NewDeal Licensed  Technology and/or MyTurn Licensed  Technology as
     the case may be,  subject  only to  whatever  other  legal  constraints  or
     remedies may be applicable.

<PAGE>

          15.4  Bankruptcy.  Each Party shall have the right to  terminate  this
     Agreement immediately upon written notice in the event that the other Party
     becomes insolvent,  files for any form of bankruptcy,  makes any assignment
     for the benefit of creditors,  or ceases to conduct business (other than in
     connection with an assignment  permitted under Section 18.1  (Assignment)),
     or has a complaint for involuntary bankruptcy filed against it which is not
     discharged  within one hundred eighty (180) days.  Each Party  acknowledges
     that if it is a  debtor-in-possession  or if a trustee in  bankruptcy  in a
     case under the United States  Bankruptcy Code rejects this Agreement or any
     agreement  supplementary  hereto,  the other  Party may elect to retain its
     rights under this Agreement and/or any supplementary  agreement as provided
     in Section 365(n) of the Bankruptcy Code. Upon written request of the other
     Party to the bankrupt Party or the Bankruptcy  Trustee,  the bankrupt Party
     or such Bankruptcy Trustee shall not interfere with the rights of the other
     Party as provided in this Agreement and any supplementary agreement.

          15.5 No Damages For  Termination.  NEITHER NEWDEAL NOR MYTURN SHALL BE
     LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL,  SPECIAL
     OR CONSEQUENTIAL  DAMAGES,  ON ACCOUNT OF THE TERMINATION OF THIS AGREEMENT
     IN ACCORDANCE WITH THIS SECTION.

     16. NONDISCLOSURE AND RESTRICTED USE

<PAGE>

          16.1  Confidential  Information.  In the  course  of  performing  this
     Agreement,  each Party (the  "Disclosing  Party") may disclose to the other
     Party  ("the  Receiving   Party")  trade  secrets  and   confidential   and
     proprietary  information of the Disclosing Party, clearly marked or, in the
     case  of  verbal   communications,   clearly   confirmed   in   writing  as
     "CONFIDENTIAL"  or any other similar legend  ("Confidential  Information").
     Such  Confidential  Information  includes without  limitation the terms and
     conditions of this Agreement,  technical and/or internal  specifications of
     the  Disclosing  Party's  products,   non-public  marketing  plans,  future
     products and other non-public business  information,  the trade secrets and
     technology  embodied  in the  Licensed  Technology,  the trade  secrets and
     technology  embodied  in any  Party's  product,  each  Party's  sales data,
     customer  lists  and  other   non-public   information.   All  Confidential
     Information  shall remain the sole property of the Disclosing Party and the
     Receiving  Party shall have no  interest  in or right to such  Confidential
     Information  except as expressly set forth in this Agreement.  Both Parties
     agree that all Confidential Information of the other Party shall be held in
     strict confidence, will not be disseminated or disclosed to any third party
     and will not be used by the  Receiving  Party for any  purpose  other  than
     performing  its rights  under this  Agreement  without the express  written
     consent  of the  Disclosing  Party for  three  (3)  years  from the date of
     disclosure (five (5) years for technical  information).  Both Parties agree
     to use at least the  degree  of  diligence  to  protect  the other  Party's
     Confidential  Information as a reasonably  prudent technology company would
     normally use to protect any of its own trade secrets and other confidential
     information.  The  provisions  of  this  Section  shall  not  apply  to any
     information or materials:

               (a) which are in the public  domain at the time of  disclosure to
               the Receiving Party or which  thereafter  enter the public domain
               through  no  action or  inaction  by the  Receiving  Party or its
               employees; or

               (b) which the Receiving  Party can establish and document were in
               the possession of, or known by, the Receiving  Party prior to its
               receipt from the Disclosing Party; or

               (c) which are  rightfully  disclosed  to the  Receiving  Party by
               another  person  not in  violation  of the  proprietary  or other
               rights of the Disclosing Party, or any other person or entity; or

               (d) which are shown by written record to have been  independently
               developed  by the  Receiving  Party,  provided  that the  persons
               developing  the same  have  not had  access  to the  Confidential
               Information  furnished to the Receiving  Party by the  Disclosing
               Party hereunder; or

               (e) which are required to be disclosed pursuant to law, provided,
               however,  that a minimum of ten (10) days written notice shall be
               provided  by the Party  intending  to disclose in order to permit
               the other  Party to take such action as it deems  appropriate  to
               prevent  or limit  such  disclosure,  except if such ten day (10)
               notice  period  would cause the  disclosing  Party to violate any
               law, rule or regulation, the

<PAGE>

               disclosing Party shall give the other Party the maximum amount of
               time less than ten (10) days  which the  disclosing  Party  could
               give without violating any such law, rule or regulation.

          16.2  Restricted  Use.  Without  prejudice  to the  generality  of the
     foregoing, each Party agrees not to use any of the Confidential Information
     or Licensed  Technology  of the other Party for any use or purposes  except
     those expressly specified herein.

          16.3 Source Code Restrictions

               (a) Each Party  acknowledges  that the other Party  considers its
               source  code  to  be  Confidential  Information  and  to  contain
               proprietary and trade secret  information.  Each Party agrees not
               to provide,  disclose,  reproduce in any form,  or give access to
               such source  code to any third  party or employee  other than the
               Authorized Personnel. Each Party agrees that Authorized Personnel
               shall be  informed  of and abide by the terms and  conditions  of
               this Agreement

               (b) Each Party shall hold the other Party's source code in strict
               confidence.   Each  Party  shall   investigate  all  unauthorized
               attempts  to gain  access to the  source  code,  and  immediately
               notify  the other  Party  concerning  any  breach of source  code
               confidentiality, whether or not such breach was inadvertent.

               (c) The source  code shall be placed on secure  computer  systems
               located at the receiving Party's principal place of business. The
               receiving Party shall implement sufficient security procedures to
               limit  access to the source  code to  Authorized  Personnel.  The
               secure computer  systems shall be available for inspection by the
               disclosing Party.

               (d) The receiving Party agrees to take all reasonable precautions
               and to  implement  procedures  to  minimize  the risk of theft or
               unauthorized  copying of the source code, and to take appropriate
               action  by   instruction,   agreement,   or  otherwise  with  the
               Authorized Personnel.

     17. LIMITATION OF LIABILITY

REGARDLESS  OF  WHETHER  ANY  REMEDY  SET FORTH  HEREIN  FAILS OF ITS  ESSENTIAL
PURPOSE,  (1) NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE OTHER PARTY
FOR  INCIDENTAL,  SPECIAL OR  CONSEQUENTIAL  DAMAGES OR THE LOSS OF  ANTICIPATED
PROFITS  ARISING FROM ANY  PERFORMANCE OR BREACH OF THIS AGREEMENT BY SUCH PARTY
EVEN IF NOTICE IS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES,  AND (2) IN NO EVENT
SHALL  EITHER PARTY BE LIABLE FOR ANY DAMAGES IN EXCESS OF TWICE THE AMOUNT PAID
BY MYTURN TO NEWDEAL UNDER THIS AGREEMENT.

<PAGE>

     18. GENERAL

          18.1 Assignment. This Agreement may be assigned in whole or in part by
     either  Party  with the prior  written  consent of the other  Party,  which
     consent shall not be  unreasonably  withheld,  or without the prior written
     consent of the other Party such  assignment is in connection  with the sale
     of  all,  or  substantially  all of  the  Party's  assets,  a  majority  of
     outstanding  voting  capital  stock,  the issuance of a number of shares of
     voting capital stock which  following such issuance  constitutes a majority
     of the outstanding voting capital stock of such Party, in connection with a
     merger,  consolidation,  or transfer  to an entity  under  common  majority
     ownership with the Party, or to a majority  parent,  or to a majority owned
     subsidiary.

          18.2 Governing Law;  Arbitration.  This Agreement will be governed and
     interpreted  in  accordance  with the laws of the  state of  Massachusetts,
     except for that body of law  pertaining  to conflicts of law, but excluding
     the  Convention  on  Contracts  for the  International  Sale of Goods.  All
     disputes arising in connection with this Agreement  shall,  unless amicably
     settled  by the  parties,  be  finally  settled  by  arbitration  under the
     commercial  arbitration rules of the American Arbitration  Association by a
     panel of three (3)  arbitrators  appointed in accordance  with the Rules of
     the American  Arbitration  Association.  The place of arbitration shall be,
     unless  otherwise  agreed  between  the  parties,  the  county in which the
     respondent  resides and the city in which the  respondent has its principal
     place of business.  Judgment upon the award  rendered may be entered in any
     Court having  jurisdiction  or application  may be made to such Court for a
     judicial  acceptance of the award and an order of enforcement,  as the case
     may  be.   Notwithstanding   the   foregoing,   either  party  may  request
     injunctions,  seizure orders, writs of attachment,  and other extraordinary
     remedies  from any court  having  jurisdiction  in the case of an actual or
     threatened  infringement of such party's patents,  copyrights,  trademarks,
     trade secrets or other intellectual property rights by the other party. The
     filing of a proceeding for such extraordinary remedies shall not constitute
     a waiver by the  filing  party of the right to  compel  arbitration  of all
     demands for other remedies.

          18.3  Independent  Contractors.Each  Party  will be deemed to have the
     status of an independent contractor towards the other Party, and nothing in
     this Agreement will be deemed to place the Parties in the  relationship  of
     employer-employee, principal-agent, partners or joint ventures.

          18.4 Waiver.  The failure of either Party to enforce any  provision of
     this Agreement  shall not be deemed a waiver of that or any other provision
     of this Agreement.

<PAGE>

          18.5 Force  Majeure.  Neither  Party will be deemed in default of this
     Agreement to the extent that  performance of its  obligations is delayed or
     prevented by reason of any act of God, fire,  natural  disaster,  accident,
     act of  government,  or any other  cause  beyond the  control of such Party
     ("Force  Majeure"),  provided that such Party gives the other Party written
     notice thereof promptly and uses its good faith efforts to cure the breach.
     In the event of such a Force Majeure, the time for performance or cure will
     be extended for a period equal to the duration of the Force Majeure but not
     in excess of six (6) months.

          18.6 Notices. Notices to either Party shall be in writing and shall be
     deemed  delivered  when  served in person,  one  business  day after  being
     transmitted  by fax,  or two  business  days after being  dispatched  by an
     internationally  recognized  express courier service,  and delivered to the
     addresses set forth at the beginning of this Agreement.  A Party may change
     its  address  for  purposes of  receiving  notices by giving  notice of the
     change to the other Party.

          18.7   Survival.   The  rights  and   obligations   under  Sections  7
     (INTELLECTUAL PROPERTY RIGHTS), 9 (PAYMENTS),  11 (NEWDEAL'S  INDEMNITIES),
     12 (MYTURN'S  INDEMNITIES),  13(COMBINATION  CLAIMS),  14 (WARRANTIES),  16
     (NONDISCLOSURE  AND RESTRICTED  USE), 17 (LIMITATION OF LIABILITY),  and 18
     (GENERAL)  shall  survive  the  expiration  and  any  termination  of  this
     Agreement.

          18.8 Export.  Each Party agrees that it will not  knowingly  export or
     re-export the other Party's licensed Technology, directly or indirectly, to
     any  country  to the  extent  export to such  country at the time of export
     requires an export license or other  governmental  approval,  without first
     obtaining such license or approval.

     19. FORM OF AGREEMENT

          19.1 Exhibits. This Agreement has the following Exhibits which form an
     integral part hereof:

                    Exhibit A Identification of the Licensed Technologies.  This
                    Exhibit is a description of all NewDeal and MyTurn  Licensed
                    Technologies that are the subject of this Agreement.

                    Exhibit B Payments. This Exhibit specifies the royalties and
                    fees  payable  under  this  Agreement,   and  certain  other
                    financial terms.

                    Exhibit C Form of End User License.  This Exhibit  specifies
                    the form of End User  license that the Parties will use when
                    distributing each other's Licensed Technologies.

<PAGE>

          19.2 Modification and  Interpretation of Exhibits.  The Exhibits shall
     be kept  up-to-date  and  modifications  and  additions  thereto  shall  be
     executed as a result of agreed  modifications  and additions.  All Exhibits
     shall be  subject to the terms and  conditions  of this  Agreement,  unless
     otherwise provided in any such Exhibit.  In the event of a conflict between
     the terms of an Exhibit and the terms of this  Agreement,  the terms of the
     Exhibit  shall be given  effect  for the  subject  matter  covered  by that
     Exhibit.

          19.3 Entire  Agreement.  This Agreement and the Exhibits  hereto state
     the  entire   agreement   between  the  Parties  and  supersede  all  prior
     communications,  written  or oral,  between  the  Parties.  No terms in any
     purchase  order or other  forms shall  modify the terms of this  Agreement,
     even if such purchase order or other forms are accepted by either Party.

          19.4  Severability.  If any provision  contained in this  Agreement is
     determined  to be  invalid  or  unenforceable,  in whole  or in  part,  the
     remaining  provisions  and  any  partially   enforceable   provision  will,
     nevertheless,  be  binding  and  enforceable,  and  the  Parties  agree  to
     substitute for the invalid  provision a valid  provision which most closely
     approximates the intent and economic effect of the invalid provision.

          19.5 Writing.  No amendment or  modification  of this Agreement may be
     made except by an instrument in writing signed by both Parties


MYTURN:                                          NEWDEAL:


By /s/ Rudy C. Theale                            By /s/ Clive G. Smith
  --------------------------                        ------------------------


Name Rudy C. Theale                              Name Clive G. Smith
     -----------------------                          ----------------------


Title President                                  Title CEO
      ----------------------                           ---------------------

Date 2/15/00                                     Date 2/16/00
     -----------------------                          ----------------------




<PAGE>


                                    EXHIBIT A

                         IDENTIFICATION OF TECHNOLOGIES

Initial Identification of the NewDeal Licensed Technology and Application Suite

     1.  The  GEOS  operating   system,  as  licensed  to  NewDeal  by  Geoworks
Corporation,  and as enhanced by NewDeal,  version 3.0, in effect  during August
1998.

     2. The NewDeal Application Suite NewDeal Office 98

                Applications:
                ------------

                New Manager - file manager
                New Write - word processor
                NewDraw - drawing  program
                NewCalc -  spreadsheet
                NewFile - database
                NewDex - address  book
                NewPlanner  - scheduler
                NewComm - bbs communications  program
                NewMail - email  program
                NewBanner - banner maker

                Utilities
                ---------

                Calculator
                File Finder
                Scrapbook
                Character Map
                Directory Lister
                Crossword
                Solitaire
                Clock
                Media Viewer

     3. End User documentation

     4. Third Party Technology

                File Finder (Breadbox, no royalty)
                Directory Lister (Breadbox, no royalty)
                Media Viewer (Breadbox, no royalty)

     5. Software Development Tools

<PAGE>
                Legos (NewBasic) tool set

Initial Identification of the NewDeal Bundled Items
- ---------------------------------------------------

     1. NewDeal Licensed Technology

     2. Third Party Technology

Initial Identification of the NewDeal After-Market Products
- -----------------------------------------------------------

New Banker  (licensed  from  Breadbox)
Media Viewer  (licensed  from  Breadbox)
America's  Clock  (licensed from Breadbox)
Font Magick  (licensed from Breadbox)
Gourmet  (licensed  from  Breadbox)
Homebase  (licensed  from  Breadbox)
Home Inventory  Plus  (licensed  from  Breadbox)
Time Tool  (licensed from Breadbox)
NewBASIC (parts licensed from Geoworks)
GeoSafari (content licensed from Educational Insight)


Initial   Identification   of  the  MyTurn  Licensed   Technology  and  GlobalPC
- --------------------------------------------------------------------------------
Application Suite
- -----------------

     1. The GEOS operating system, as licensed to MyTurn by Geoworks Corporation
     and NewDeal,  and as enhanced by MyTurn and NewDeal, in effect in February,
     2000.

     2. The GlobalPC Application Suite

        Global Communications:
         Browser (from Breadbox, no royalty),  including but not limited to, all
         browser  extensions,  plug-ins,  Javascript,  pdf  viewer,  AIM and ICQ
         clients,  web filters,  etc E-mail  (jointly  developed  with  NewDeal)
         Internet Dial-up & Configure

        Global Home Office:
         Writer
         Artist
         Spreadsheet
         Calendar
         Address Book
         Banker (Breadbox, no royalty)
         Database (Breadbox, no royalty)

<PAGE>

        Games:
         Solitaire, Tetris, Crossword

        Utilities:
         Start-up/Tutorial
         Update Application
         Installer Application
         Backup/Restore
         Character Map
         File Finder (new application created by MyTurn)
         Banner
         Calculator
         File Manager
         Preferences
         WAV-file Player
         Auto-registration

Initial Identification of the GlobalPC Bundled Items
- ----------------------------------------------------

     1. MyTurn Licensed Technology
     2. Third party technologies

Initial Identification of the MyTurn Aftermarket Products
- ---------------------------------------------------------

        Typing Tutor

Third Party Technology Royalties
- --------------------------------

[Specify]


<PAGE>


                                    EXHIBIT B

                                    PAYMENTS

I.  Royalty for GlobalPC Devices Sold by MyTurn
    -------------------------------------------

MyTurn shall pay NewDeal a royalty of five  dollars ($5) US per  royalty-bearing
Product  Shipment  for  NewDeal  Licensed   Technology  and/or  MyTurn  Licensed
Technology sold by MyTurn,  or by an OEM or  Sub-Licensee of MyTurn,  with which
the NewDeal Licensed  Technology and/or MyTurn Licensed  Technology and GlobalPC
Application Suite is preinstalled.

In addition to the foregoing royalties,  MyTurn shall reimburse NewDeal pro rata
per unit for the  royalties  paid by NewDeal to any third  party for Third Party
Technology that is sublicensed by NewDeal to MyTurn  hereunder and included in a
GlobalPC Device Product  Shipment,  and which arises out of such sublicense.  In
the event  that the  Third  Party  Technology  License  is flat fee or  one-time
license,  MyTurn will pay  one-half of the amount of the license  fee. The Third
Party  Technology  royalty  rates are as set forth in  Exhibit  A,  which may be
amended from time to time as necessary.

Except as set forth above,  there shall be no separate royalty payable by MyTurn
for NewDeal Bundled Items.

Conditions for Exclusivity
- --------------------------

The conditions for MyTurn's exclusivity under section 2.7 be as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>

Calendar Year 2000 Royalties for GlobalPC Devices    250,000 units or equivalent cash payment.

Calendar Year 2001 Royalties for GlobalPC Devices    850,000 units or equivalent cash payment.

Calendar Year 2002 Royalties for GlobalPC Devices    1,500,000 units or equivalent cash payment.

Calendar Year 2003 Royalties for GlobalPC Devices    2,250,000 units or equivalent cash payment.

Calendar Year 2004 Royalties for GlobalPC Devices    3,000,000 units or equivalent cash payment.

</TABLE>

For renewal past the Calendar  Year 2004,  the Parties agree to use the Calendar
Year 2004  3,000,000  units or  equivalent  cash payment as the minimum  royalty
payment  necessary to maintain  exclusivity for the NewDeal Licensed  Technology
for future years under the Agreement.

<PAGE>

In the event that the unit volume or  equivalent  cash  payments are not made by
MyTurn in the specified  timeframes,  MyTurn will forfeit its exclusivity to the
NewDeal Licensed Technology.

II.  Royalty for NewDeal After-Market Products Distributed by MyTurn
     ---------------------------------------------------------------

MyTurn shall at all times offer to NewDeal the most favorable  royalty terms (in
US dollars) that MyTurn  grants to any other  supplier of  aftermarket  software
products  distributed  by MyTurn through its retail and Internet  channels,  for
comparable  goods  and  services.  NewDeal  shall  have  the  right  to  have an
independent  auditor from time to time check MyTurn's  compliance with this most
favored customer provision.

III.  Royalty for MyTurn Technology Distributed by NewDeal
      ----------------------------------------------------

NewDeal  shall  reimburse  MyTurn  pro rata per unit for the  royalties  paid by
MyTurn to any third  party for Third Party  Technology  that is  sublicensed  by
MyTurn to NewDeal  hereunder  and included in a NewDeal  Product  Shipment,  and
which  arises  out of  this  sublicense.  In the  event  that  the  Third  Party
Technology License is flat fee or one-time license, NewDeal will pay one-half of
the amount of the license fee. The Third Party Technology  royalty rates will be
listed in Exhibit A, which may be amended from time to time as necessary.

Except as set forth above, there shall be no separate royalty payable by NewDeal
for MyTurn Bundled Items.

All  NewDeal  royalties  accrued in a quarter  will first be offset  against any
corresponding  MyTurn  royalties owed to NewDeal in that same quarter or accrued
from previous  quarters.  Only when the NewDeal  royalties owed to MyTurn exceed
the royalties MyTurn owes NewDeal will there be a cash payment made to MyTurn by
NewDeal.

Royalty for MyTurn Aftermarket Products Distributed into the Education Market by
NewDeal  shall be  negotiated  in a manner  similar to the  royalty  arrangement
agreed to on  NewDeal  Aftermarket  products  being  distributed  into  MyTurn's
markets.

<PAGE>



                                    EXHIBIT C

                            Form of End User License.



                        CONSENT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS



We  hereby  consent  to the  incorporation  by  reference,  in the  Registration
Statement  No.  333-  18667 on  Amendment  No. 1 to Form SB-2 on Form  S-3,  the
Registration  Statement No. 333- 39327 on Form S-8, the  Registration  Statement
No. 333-65303 on Form S-3, the Registration Statement No. 333-82137 on Form S-8,
and the  Registration  Statement No.  333-30330 on Form S-8, of our report dated
February 25, 1999 on the  Consolidated  Financial  Statement  for the year ended
December  31,  1998  which  appears  in the  annual  report  on Form  10-KSB  of
MyTurn.com, Inc. (f/k/a Compu-DAWN, Inc.) for the year ended December 31, 1999.


                                              /s/ Lazar Levine & Felix, LLP
                                              -----------------------------
                                              LAZAR LEVINE & FELIX LLP


New York, New York
April 13, 2000


<PAGE>


               Consent of Independent Certified Public Accountants

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements  on  Form  S-8  (Reg.  Nos.  333-30330,  333-39327,  333-82137),  and
Amendment No. 1 to Form SB-2 on Form S-3 (Reg.  No.  333-18667)  of  MyTurn.com,
Inc. of our report dated March 24, 2000,  except for Note 15, for which the date
is April 4, 2000,  relating  to the  consolidated  financial  statements,  which
appears in this Form 10-KSB.


/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP

Tampa, Florida
April 11, 2000



<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0001028079
<NAME>                        MyTurn.com, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   DEC-31-1999
<EXCHANGE-RATE>                                1
<CASH>                                         1,454,421
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    222,394
<CURRENT-ASSETS>                               1,697,700
<PP&E>                                         228,503
<DEPRECIATION>                                 14,003
<TOTAL-ASSETS>                                 17,604,500
<CURRENT-LIABILITIES>                          2,201,899
<BONDS>                                        0
                          0
                                    14
<COMMON>                                       77,868
<OTHER-SE>                                     15,305,798
<TOTAL-LIABILITY-AND-EQUITY>                   15,383,680
<SALES>                                        0
<TOTAL-REVENUES>                               233,660
<CGS>                                          0
<TOTAL-COSTS>                                  7,362,655
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             111,033
<INCOME-PRETAX>                                (7,128,995)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (7,128,995)
<DISCONTINUED>                                 (6,792,222)
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (13,383,485)
<EPS-BASIC>                                    (3.29)
<EPS-DILUTED>                                  (3.29)





</TABLE>


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