Geoworks/CA · 10-Q/A · For 12/31/96 · EX-10.10

Filed On 4/2/97   ·   SEC File 0-23926   ·   Accession Number 891618-97-1585

Amendment to Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Form 10-Q                                 5     11K 
 2: EX-10.10    Software License Dated April 5, 1993                  31    102K 

EX-10.10   ·   Software License Dated April 5, 1993
Exhibit Table of Contents

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                                                                   EXHIBIT 10.10

                                                CONFIDENTIAL TREATMENT REQUESTED

GEOWORKS
SOFTWARE LICENSE AGREEMENT

         This Agreement ("Agreement") is made effective as of April 5, 1993 (the
"Effective Date"), by and between GeoWorks, a California corporation            
("GeoWorks"), and Canon Business Machines, Inc., a California Corporation       
("CBM"). GeoWorks and CBM are sometimes hereinafter referred to individually as 
a "party" and jointly as the "parties" to this Agreement.                       

RECITALS

         A. CBM is engaged in, among other things, the business of manufacturing
and selling electronic word processors.                                         

         B. GeoWorks is a developer, manufacturer, distributor, and publisher of
computer software products, including a proprietary software product which      
provides a graphical environment with a set of application programs for         
operation on IBM PC compatible devices.                                         

    C. GeoWorks and CBM desire that GeoWorks grant to CBM the right to
manufacture and distribute an electronic word processor which integrates certain
computer software products to be licensed by GeoWorks to CBM hereunder.         

 AGREEMENT

    Now, therefore, in consideration of the promises contained in this
Agreement, the parties agree as follows                                         

1.       DEFINITIONS.                                         

               1.1 "LICENSED PRODUCTS" means the GeoWorks Software and the
GeoWorks Product Materials.                                                     

          1.2 "GEOWORKS SOFTWARE" means the GeoWorks Application
Software and the GeoWorks Operating System Software.                            

          1.3 "GEOWORKS APPLICATION SOFTWARE" means the GeoWorks
computer software identified on Exhibit A which provides for the input and      
manipulation of data by the End-User.                                           

               1.4 "GEOWORKS OPERATING SYSTEM SOFTWARE" means the GeoWorks
computer software identified on Exhibit A which enables the CBM Products to     
execute GeoWorks Application Software.                                          

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                                        ----------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                        ----------------------------------------

          1.5 "GEOWORKS PRODUCT MATERIALS" means such packaging,
End-User instruction manuals, registration cards, GeoWorks promotional materials
and other material and related artwork from GeoWorks, or any portion thereof,   
which CBM in its sole discretion includes with the CBM Product as distributed to
End-Users, subject to Subsection 4.1 below.                                     

                  1.6 "CBM PRODUCTS" means any and all versions of an electronic
closed system dedicated word processor to be manufactured by CBM, as identified 
in Exhibit B, which will incorporate the GeoWorks Software.                     

                 1.7 "CBM PRODUCT SPECIFICATIONS" means the description of the
characteristics and functionality of the CBM Product, and a description of      
modifications to be made by GeoWorks to the GeoWorks Software for operability in
the CBM Product. The CBM Product Specifications shall be attached hereto as     
Exhibit B, and may be modified from time to time with the written consent of    
both Parties.                                                                   

               1.8 "END-USER" means any third party that obtains a copy of
the CBM Product solely in order to fulfill its own internal data processing     
needs and not for distribution.                                                 

1.9      "TERRITORY" means ###.             

            1.10 "SOURCE CODE" is computer programming code in human
readable form, including commentary regarding the structure and operation of the
code.                                                                           

                1.11 "OBJECT CODE" is computer programming code in compiled,
machine readable form.                                                          

              1.12 "ERROR" is any departure of the GeoWorks Software, as
delivered to CBM by GeoWorks, which is discovered during the term of this       
Agreement and after CBM's preliminary or final acceptance of the GeoWorks       
Software, as described in sections 3.3(a) and 3.3(b), the existence of which can
be verified by both parties, from either (a) the CBM Product Specifications, or 
(b) commonly accepted standards for commercial marketability of software,       
including but not limited to cases where any software abnormally ceases         
functioning, produces incorrect or misleading information or erroneously        
interprets input data.                                                          

        1.13 "GEOWORKS INTELLECTUAL PROPERTY" is any and all
intellectual property owned, controlled or licensable by GeoWorks, including    
without limitation (a) all domestic and foreign utility patents, design patents,
utility model registrations, utility patent applications, design patent         
applications, applications to register utility models, and all similar rights   
and applications therefor (including all divisions, continuations,              
continuations-in-part, substitutions for and additions to any of the foregoing  
applications, whether so related to such applications directly or through one or
more intervening applications), and all reexaminations, reissues, extensions and
renewals of any of the                                                          

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                                        ----------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
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foregoing; (b) all domestic and foreign registered and unregistered copyrights, 
maskwork rights and applications therefor; (c) all confidential or proprietary  
inventions, know-how developments, improvements, data, technical information and
knowledge; owned, controlled or licensable by GeoWorks; and (d) all GeoWorks'   
trademarks and logos which are listed on Exhibit C.                             

2.       GRANT OF LICENSES                                    

                 2.1 Licenses. Subject to all the terms and conditions of this
Agreement, GeoWorks hereby grants to CBM, and CBM hereby accepts, a             
non-exclusive, non-transferable, royalty-bearing license under the GeoWorks     
Intellectual Property to:                                                       

                  (a) make, have made, use, reproduce, market,
distribute and license others to use (i) GeoWorks Software embedded in the CBM  
Products in the Territory and (ii) GeoWorks Product Materials in the Territory; 

                     (b) sublicense third parties to distribute, and
End-Users to use, (i) GeoWorks Software embedded in the CBM Products in the     
Territory and (ii) GeoWorks Product Materials in the Territory; and             

                          (c) modify, translate, enhance and otherwise prepare
derivative works of the GeoWorks Product Materials and the GeoWorks Application 
Software identified on Exhibit A ###, and exercise the rights set forth in      
subsections (a) and (b) hereof with respect to such derivative works.           

                  2.2 Trademarks. GeoWorks hereby grants to CBM a non-exclusive,
non-transferable license, solely for the purpose of marketing and distributing  
any CBM Products, to use GeoWorks' trademarks and logos associated with the     
GeoWorks Software, as identified in Exhibit C, in the Territory.                

               2.3 OEM Licensing. Subject to the prior written approval of
GeoWorks, which approval may not be unreasonably withheld, the rights set forth 
in subsection 2.1(a) hereof shall include the right of CBM to distribute (i) the
GeoWorks Software embedded in the CBM Products and (ii) the GeoWorks Product    
Materials, to CBM's OEM customers in the Territory, for resale, marketing and   
distribution by such OEM customers in the Territory under the name and logo of  
the OEM customer (i.e., "private label"). All such OEM customers shall have the 
rights to sublicense third parties set forth in subsection 2.1(b) above.        

          2.4 Future Developed Versions. During the term of this
Agreement, CBM shall have the option to obtain ###, with respect to any updates,
translations, enhancements and modifications of any Licensed Product, including 
### releases of Licensed Products, now or in the future developed by GeoWorks   
and designated by GeoWorks as Version 2.X; provided, however, that GeoWorks may 
discontinue Second                                                              

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                                        ----------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
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Level Customer Support under Subsection 12.2 with respect to any previous       
version in the event that GeoWorks releases any update, translation, enhancement
or modification of a Licensed Product not implemented by CBM within a period of 
### from receipt of such update, translation, enhancement or modification from  
GeoWorks. Any such Licensed Products sold, marketed or distributed by CBM shall 
###. Nothing in this Section shall be construed as placing any obligation on CBM
to exercise the option rights contained in this Section or otherwise implement  
any update, translation, enhancement or modification of any Licensed Product.   

                2.5 Limitation. Nothing in this Agreement shall be construed
to permit a third party to manufacture Licensed Products under its own name.    

3.       DELIVERY OF THE SOFTWARE AND ACCEPTANCE              

                 3.1 Delivery. GeoWorks agrees to modify the GeoWorks Software
to meet or exceed in all respects the CBM Product Specifications attached hereto
as Exhibit B, and shall deliver each alpha, beta and final version of such      
GeoWorks Software at the times set forth in Exhibit D.                          

                ### The services to be provided under such Development Grant
are those services agreed to between CBM and GeoWorks as of July 30, 1993 plus  
whatever modifications are mutually agreed to by the Parties in producing the   
beta software.                                                                  

3.3      Testing and Acceptance.            

                       (a) CBM agrees to test and examine each delivered
version of the GeoWorks Software within thirty (30) days of receipt for         
conformity with the CBM Product Specifications and to notify GeoWorks of any    
requested changes, and GeoWorks agrees to cooperate with CBM and assist such    
testing and examination. CBM's failure to give such a notice within 30 (thirty) 
days will constitute preliminary acceptance of that delivered version. Failure  
through fault of GeoWorks of any alpha or beta version of the GeoWorks Software,
as delivered by GeoWorks, to meet the CBM Product Specifications shall not      
relieve GeoWorks of its obligation for timely delivery of subsequent versions as
set forth in subsection 3.1 and Exhibit D hereto.                               

                       (b) The final version of the GeoWorks Software as
delivered shall be free of Error. Upon preliminary acceptance of the final      
version of the GeoWorks Software, CBM may submit the Licensed Products to one or
more third party beta test sites for testing for a period of sixty (60) days and
notify GeoWorks of any requested changes. CBM's failure to give such a notice   
within said sixty (60) days will constitute final acceptance ("Acceptance") of  
all deliverables.                                                               

                         (c) If CBM requests changes prior to preliminary or
final acceptance, CBM will specify the changes in writing and in sufficient     
detail to enable                                                                

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                                        ----------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
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GeoWorks to verify and duplicate the condition and make the correction, and will
limit changes requested to correcting: (1) Error, and (2) documentation         
inaccuracies.                                                                   

                       GeoWorks will make the requested changes and will
re-submit the material for preliminary acceptance testing and final acceptance  
testing as set forth above.                                                     

                        (d) The foregoing testing and acceptance procedure
shall not diminish or eliminate GeoWorks' responsibility for delivering GeoWorks
Software which is free of Error, and shall not diminish or eliminate GeoWorks'  
obligations to correct Error, as hereinafter described in Section 3.4           
(Corrections Following Acceptance).                                             

3.4      Corrections Following Acceptance.  

                      (a) Request for Correction. If CBM identifies an
Error at any time after Acceptance and during the term of this Agreement, CBM   
shall give written notice specifying the nature of such Error to GeoWorks.      
Within seven (7) days after receiving written notice from CBM and verifying the 
Error, GeoWorks will provide to CBM a written analysis of the cause of the      
Error. Similarly, within fourteen (14) days after receiving notice from CBM and 
verifying the Error, GeoWorks will provide CBM a written proposal to correct the
Error. GeoWorks agrees to effect such correction with deliberate speed upon     
GeoWorks' receipt of CBM's written acceptance of GeoWorks' proposal to correct  
such Error.                                                                     

                         (b) Definition of Major Error. For purposes of this
Section 3.4, a "Major Error" is ###.                                            

                          (c) Liability for Cost of Correction. GeoWorks shall
be responsible for all expenses incurred by GeoWorks in connection with its     
correction of any Error. CBM shall be responsible for all costs and expenses    
associated with CBM's refund, recall, or replacement of any unit of any CBM     
Product affected by any Error. ###.                                             

                          (d) Effect on Royalties. CBM shall have the right to
delay shipment of any GeoWorks Software due to Error, and in such event no      
royalties or other payments on the unshipped GeoWorks Software shall be due from
CBM. ###. IN NO EVENT SHALL GEOWORKS' LIABILITY FOR LOSSES INCURRED BY CBM IN   
CONNECTION WITH ANY REFUND, RECALL OR REPLACEMENT OF CBM PRODUCTS DUE TO ERRORS 
EXCEED THE PER-UNIT ROYALTIES OR OTHER PER-UNIT COMPENSATION PAID BY CBM TO     
GEOWORKS WITH RESPECT TO THE AFFECTED UNITS. Subject to Section 3.4(c), any     
liability for Error causing loss to an End-User or other third party, as between
CBM and GeoWorks, shall be borne solely by GeoWorks. ###.                       

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                                        ----------------------------------------
                                   ### Confidential portions have been
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           Commission.
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4.       CBM'S MANUFACTURING RESPONSIBILITIES                 

                4.1 User Manuals. GeoWorks will provide, in machine-readable
form, the text for an End-User instruction manual for the GeoWorks Software.    
Such manual is part of the GeoWorks Product Materials, and CBM may modify the   
manual as deemed appropriate by CBM pursuant to subsection 2.1(c) hereof. CBM   
will include with CBM Products sold or licensed copies of the End-User          
instruction manual, modified as deemed appropriate by CBM, either integrated    
into the CBM Product manual or as a stand-alone manual, at CBM's option ###     
using the machine readable text provided by GeoWorks.                           

                  4.2 Loading Computer Programs. CBM shall be solely responsible
for loading the GeoWorks Software on CBM Products. At its sole discretion CBM   
may exclude from any CBM Product any of the GeoWorks Software computer programs,
but CBM will in all cases include the GeoWorks Operating System Software and the
GeoWrite Application Software, as identified in Exhibit A.                      

5.       END-USER LICENSE AND PACKAGING OF THE CBM PRODUCT    

               5.1 Materials Packed with the CBM Product. Each unit of CBM
Product containing or otherwise accompanied by a Licensed Product will be       
packaged to include one Software End-User License And Limitation Of Liability   
substantially in the form of Exhibit F or otherwise reasonably acceptable to    
GeoWorks. CBM will notify GeoWorks of any GeoWorks Product Materials to be      
included with the CBM Products.                                                 

                  5.2 Outer Packaging, Screen Displays and End-User Manuals. The
license granted under subsection 2.2 hereof shall not be construed as imposing  
on CBM any obligation to display any GeoWorks trademark, trade name, logo or    
other indicia on outer packaging of CBM Products. GeoWorks and third party      
trademarks, trade names or other indicia shall be displayed on screen displays  
and in End-User manuals in the manner set forth in Exhibit G. CBM will furnish  
to GeoWorks for its review one sample of all versions of screen display and     
End-User manual for compliance with the foregoing. GeoWorks shall promptly      
review (within five (5) business days) any and all such samples provided to     
GeoWorks under this Subsection. If GeoWorks identifies a deviation from the form
of the notice on the End-User manual or display screen set forth in Exhibit G,  
CBM shall promptly correct such deviation in the event it agrees with GeoWorks; 
otherwise the parties shall discuss the matter to resolve it on an amicable     
basis.                                                                          

6.       SOFTWARE DEVELOPMENT LICENSES                        

                 6.1 Tools License. Subject to all the terms and conditions of
this Agreement, GeoWorks hereby grants to CBM, and CBM hereby accepts, ###      
nonexclusive, non-transferable, license to receive, examine and use internally  
the software development tools usable by CBM to develop applications running    
under the GeoWorks Operating System Software. Such tools are proprietary to     
GeoWorks, and GeoWorks retains all right, title and interest therein.           

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                                        ----------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
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         6.2 Source Code License. Subject to all the terms and
conditions of this Agreement, GeoWorks hereby grants to CBM, and CBM hereby     
accepts, a ### non-exclusive, non-transferable, license to receive, examine, use
internally, modify and compile the GeoWorks proprietary Source Code for the     
GeoWorks Application Software identified in Exhibit A (but not including        
"America Online", "Spell Checker", "Fonts" and "Thesaurus"), and the license    
granted in Section 2 shall extend to any Object Code resulting therefrom.       
GeoWorks will also provide technical information pertaining to structure,       
operation, use, implementation, modifiability, and the like of such Source Code.
Such Source Code and technical information are proprietary to GeoWorks, and     
GeoWorks retains all right, title and interest therein.                         

                  6.3 Device Drivers. GeoWorks will provide CBM with Source Code
for at least one instructional device driver of the type customarily provided by
GeoWorks to third party developers of applications running under the GeoWorks   
Operating System Software, as well as technical information including Software  
Developers Kit documentation pertaining to structure, operation, use,           
implementation, modifiability, and the like of such device drivers. Such Source 
Code and technical information are proprietary to GeoWorks, and GeoWorks retains
all right, title and interest therein.                                          

             6.4 Copy to GeoWorks. CBM shall not distribute any of the
modified Licensed Products until CBM has provided GeoWorks with a master copy of
such materials and CBM has received notification from GeoWorks that the quality 
of these materials is acceptable. GeoWorks' approval of the quality of these    
materials will not be unreasonably withheld and notification of approval or     
withholding of approval will be given within ten (10) days of CBM providing the 
master copy of the materials.                                                   

                6.5 GeoWorks Assistance. To the extent that CBM's efforts to
localize, adapt or modify the CBM Product require access to proprietary GeoWorks
tools, Source Code, information or technology not included within the scope of  
the foregoing licenses, GeoWorks agrees to assist CBM, on a best efforts basis, 
in accomplishing such purposes. GeoWorks may require reasonable compensation and
scheduling accommodation in rendering such assistance (except to the extent that
such services are included within those services to be provided under the       
Development Grant).                                                             

      6.6 Title to Modifications. GeoWorks shall own all
modifications and enhancements, or any portion thereof, made to the GeoWorks    
Application Software by GeoWorks in modifying such GeoWorks Application Software
pursuant to the Development Grant identified at Section 3.2 and Exhibit E. ###. 

###                                         

6.8      Limitations.                       

                     (a) The foregoing Tools License and Source Code
License granted under Subsections 6.1, 6.2 and 6.3 above may be used by CBM     
solely to provide                                                               

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                                        ----------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
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for error corrections, new applications, localization, adaptation to vertical   
markets, or compatibility with new or modified software or hardware distributed 
by CBM or third parties.                                                        

                    (b) All licensed tools, Source Code and device
drivers shall be "GeoWorks Confidential Information," as defined in and subject 
to the provisions of Section 16 hereunder or the GeoWorks Source Code           
Nondisclosure Agreement. CBM agrees to limit access to the tools, Source Code   
and device drivers to those individuals who are required to have such access in 
order to accomplish the purposes of this limited license. CBM shall cause each  
CBM employee and each representative, agent, or consultant who must have access 
thereto to execute a confidentiality agreement confirming the obligations of CBM
hereunder.                                                                      

                           (c) The licenses granted in this Section 6 may not be
sublicensed.                                                                    

7.       SOURCE CODE ESCROW                                   

                 7.1 Agent and Instructions. Within ninety (90) days after the
later of the execution dates by the parties of this Agreement, subject to       
extensions by mutual written consent of the parties, the parties shall appoint a
mutually agreeable escrow agent, and shall execute a mutually agreeable Escrow  
Agreement.                                                                      

                7.2 Deposits and Releases from Escrow. Upon execution of the
Escrow Agreement, and twice each calendar year thereafter, GeoWorks will deliver
to the escrow agent the most current copy of the GeoWorks Operating System      
Software Source Code on magnetic media, in a form which can be used by a        
technically competent computer programmer to edit, debug, modify and compile the
programs. If third party hardware and/or software is needed to so edit, debug,  
modify or compile the programs, an identification of such hardware and/or       
software shall also be deposited. The escrow agent will deliver the Source Code 
to CBM upon: (a) the bankruptcy, liquidation or other permanent cessation of    
business by GeoWorks (where there is no successor in interest to GeoWorks); (b) 
inadequate correction or non-correction of Error within ninety (90) days of     
CBM's written notice pursuant to Section 3.4 hereof, as determined by an        
independent and mutually agreed-to arbitrator; (c) a finding of a court or      
arbitrator with appropriate jurisdiction that GeoWorks failed to cure a material
breach of this Agreement within thirty (30) days after written notice thereof   
from CBM, and a finding that delivery of the Source Code to CBM is thereby made 
necessary; or (d) other instructions signed by both parties.                    

         7.3 Costs. All fees of the escrow shall be borne ###.

               7.4 Limited License. Upon release of the Source Code to CBM
hereunder, CBM shall have a nonexclusive, nontransferable license to modify the 

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                                       ---------------------------------------
                                   ### Confidential portions have been
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           Commission.
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GeoWorks Operating System Software Source Code in order to cure Error in the    
software, and in such case, the Licensed Products shall include any GeoWorks    
Operating System Software so modified. CBM agrees to limit access to the Source 
Code to those individuals who are required to have such access in order to      
accomplish the purposes of this limited license. CBM shall cause each           
representative, agent, employee, or consultant who must have access to the      
Source Code to execute a confidentiality agreement confirming the obligations of
CBM hereunder.                                                                  

8.       PROPRIETARY RIGHTS                                   

             8.1 Software Ownership. Title to the Licensed Products is
reserved to GeoWorks. CBM acknowledges and agrees that GeoWorks is and shall    
remain the owners of all GeoWorks Intellectual Property in and to the Licensed  
Products.                                                                       

9.       PAYMENT                                              

           9.1 Royalty Payments. As payment for the rights granted
hereunder, subject to Subsection 9.2 below, CBM agrees to pay to GeoWorks       
royalty payments as set forth in Exhibit E attached hereto consisting of the    
###. A "Product Shipment" is a shipment of a CBM Product by CBM, or at CBM's    
direction by a third party manufacturer, to a CBM customer; and nothing in this 
Agreement shall be construed to prohibit an authorized third party manufacturer 
from shipping CBM Products directly to CBM customers at CBM's direction. Such   
royalty payments are due and payable (i) ### on the date(s) specified in Exhibit
E and (ii) ### within forty-five (45) days after the Payment Period as set forth
in Exhibit E in which a Product Shipment occurs. All payments are to be made in 
U.S. dollars.                                                                   

                9.2 Not For Resale Units. Notwithstanding the foregoing, CBM
will not incur any royalty payments for up to ### "not for resale" units of CBM 
Products which are provided free of charge, for purposes of promoting the CBM   
Products, to third party End-Users not affiliated with CBM or to a CBM          
distributor or dealer, or CBM Products used by CBM solely for demonstration     
purposes and/or for customer support of the CBM Products; provided, however,    
that a royalty payment will become due if and when CBM receives a payment or    
other compensation for any such CBM Products or CBM uses such CBM Products for  
internal use other than as set forth in this Subsection.                        

                9.3 Records. CBM shall maintain complete and correct records
concerning CBM's and any of its subcontractors' production of CBM Products      
integrated with the GeoWorks Software, and the distribution of such CBM Products
integrated with the GeoWorks Software by CBM. CBM shall ensure that any         
sub-contractors it may use in accordance with this Agreement maintains similar  
records as to their production of the CBM Products integrated with the GeoWorks 
Software.                                                                       

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                 9.4 Reports. No later than forty-five (45) days after the end
of each Reporting Period as set forth in Exhibit E, CBM shall send GeoWorks a   
report detailing for such preceding Reporting Period:                           

                        (a) The number of units of CBM Products Shipped by
CBM, including a breakdown as applicable by CBM Product, version and country;   

                           (b) A detailed account of all amounts due to GeoWorks
under this Agreement.                                                           

           9.5 Taxes, Tariffs, Fees. The taxes, customs duties, or
similar tariffs and fees which GeoWorks may be required to pay or collect upon  
license of proprietary rights or collection of payments shall be borne solely by
GeoWorks, except that CBM shall be responsible for collection of sales tax on   
CBM Products.                                                                   

           9.6 Audits. At reasonable times during the term of this
Agreement and for twelve (12) months after the later of (i) expiration or any   
termination of this Agreement, or (ii) the date on which CBM last ships units of
any CBM Product in accordance with Section 15.4 (Limited Rights After           
Termination), an independent third party representative of GeoWorks, reasonably 
acceptable to CBM, upon reasonable notice and during CBM's normal business      
hours, shall have the right to conduct an audit of the relevant portions of     
CBM's books of account to verify compliance with this Agreement. CBM 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. 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 Payment Period, CBM shall pay the costs of such audit(s)
and for each such audit(s) GeoWorks shall have the right to conduct another     
audit during the same twelve month period. All information obtained by GeoWorks'
independent third party representative during any such audit shall be           
confidential and GeoWorks and its independent third party representatives will  
keep it confidential, except to the extent it is reasonably necessary to        
disclose such information to enforce this Agreement.                            

10.      TRADEMARK USAGE/PROTECTION                           

                 10.1 Acknowledgement. In any advertisement of, or promotional
material for, the CBM Product that refers to the inclusion or availability of   
the Licensed Products with the CBM Product, CBM agrees that it will identify the
Licensed Products by their product names as set forth in Exhibit C and will     
identify GeoWorks as the publisher of the Licensed Products; but this Section   
10.1 shall not impose any additional obligations on CBM for materials covered in
Section 5.2. CBM further agrees to comply with GeoWorks' reasonable current     
trademark usage guidelines as GeoWorks may                                      

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provide from time to time, provided however that nothing herein shall prohibit  
CBM from exhausting inventories of previously-complying CBM Product.            

              10.2 Review of Materials. Should any deviation by CBM from
GeoWorks' written trademark usage guidelines be brought to the attention of     
GeoWorks, CBM shall promptly correct such improper usage and/or deficiencies    
upon receipt of notice from GeoWorks, provided however that nothing in this     
Section 10 shall prohibit CBM from exhausting inventories which were            
manufactured prior to receipt of such notice from GeoWorks.                     

11.      MISCELLANEOUS RECIPROCAL OBLIGATIONS                 

                  11.1 Public Relations Programs. The parties shall cooperate in
such mutually beneficial public relations programs as they deem appropriate and 
subsequently agree upon.                                                        

            11.2 Press Releases. Neither party shall issue any press
releases regarding this Agreement or the parties' relationship hereunder without
the other party's prior review and written approval, and such review and        
comments will be provided within (5) business days.                             

12.      TRAINING AND TECHNICAL SUPPORT                       

                  12.1 Training. GeoWorks will ### provide ### hours total hours
of technical support and training, to a reasonable number of CBM technical      
personnel on the GeoWorks Software at mutually agreed upon times, at GeoWorks'  
site or via telephone, at CBM's election. GeoWorks will provide a U.S. toll call
telephone number for CBM to obtain such support and all such telephone support  
and training shall be provided to CBM in English. CBM shall make available its  
technical personnel for such training. CBM and GeoWorks shall each be           
responsible for any travel expenses incurred by its own personnel. In the event 
CBM desires technical support and training beyond the ### hours, it will be     
available ###.                                                                  

                 12.2 Customer Support. CBM must provide a telephone number in
each country in which CBM distributes the CBM Products for customers to use to  
obtain support. CBM will include in its documentation provided with CBM Products
its customer support phone number(s) and hours when such support is available   
("First Level Customer Support"). In the event the trained CBM technical        
personnel are unable to answer the End-Users' question(s) regarding the GeoWorks
Software after using reasonable efforts, CBM's technical personnel may contact  
GeoWorks with respect to such technical support questions ("Second Level        
Customer Support"). GeoWorks may refer CBM's customers who first call GeoWorks  
directly for technical support to CBM.                                          

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                                       ---------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                       ---------------------------------------

After termination of this Agreement, CBM will continue to provide customer      
support as set forth above to its customers.                                    

                ###. GeoWorks shall have and retain use of such CBM Products
to meet its support and maintenance obligations under this Agreement. ###.      

            12.4 No Disparagement. Although this Agreement refers to
End-Users as CBM's customers, both parties acknowledge that such purchasers are 
purchasers of both parties' products and services and are customers of both     
parties. Without prejudice to any of the foregoing, both parties agree to       
cooperate in good faith to provide CBM's customers with quality customer service
and neither party will disparage the other party's products or services.        

13.      INDEMNITIES                                          

                  13.1 GeoWorks' Indemnity. GeoWorks will defend, indemnify, and
hold harmless CBM, its directors, officers and employees, against any and all   
damages, costs, including attorney fees, awards and settlements arising from any
claim, demand, suit or action to the extent it alleges that the Licensed        
Products as supplied by GeoWorks infringe upon any patent, trademark or         
copyright or trade secret of any third party in the Territory, provided that (1)
CBM promptly informs GeoWorks in writing of any such claim, demand, action or   
suit, and (2) GeoWorks is given control over the defense thereof and CBM        
cooperates in the defense at GeoWorks' expense. CBM shall have the right to     
select counsel, which selection shall be reasonably acceptable to GeoWorks,     
which shall conduct the defense and settlement negotiations, and CBM shall have 
the right to defend or settle any claim, demand, suit or action at GeoWorks'    
expense, provided however that in the event CBM settles then CBM and GeoWorks   
agree to negotiate the reasonableness of any settlement amount.                 

                         13.1.1 GeoWorks' indemnity obligations shall extend
and apply to all works included in the Licensed Products, whether or not owned  
by GeoWorks, but do not apply to (1) modifications to the Licensed Products made
by GeoWorks to CBM's specifications, or (2) modifications made to the Licensed  
Products by CBM, if such alleged infringement would not occur in the absence of 
such modifications.                                                             

                        13.1.2 GeoWorks' indemnity obligations also do not
extend or apply to claims arising solely from the Hardware Configuration of the 
CBM Product as set forth in Exhibit B or as modified by CBM from time to time.  

                          13.1.3 GeoWorks' indemnity obligations do not extend
or apply to claims arising out of a claim of patent infringement based on a     
combination of the Licensed Product and the Hardware Configuration of the CBM   
Product as set forth in Exhibit B, unless the alleged infringement would also   
have occurred if the GeoWorks Software were embedded in an IBM-PC/AT or         
IBM-PC/AT-compatible machine. In                                                

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                                      --------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                      --------------------------------------

cases under this section 13.1.3 where GeoWorks' indemnity obligations do not    
apply then CBM and GeoWorks agree to apportion liability and cost of defense    
equitably based on the relative contribution of alleged infringement            
attributable to the components supplied by the respective Parties.              

               13.2 GeoWorks' Options. If a claim, demand or suit alleging
infringement is brought or GeoWorks believes one may be brought, GeoWorks shall 
have the option at its expense to (1) modify the Licensed Products to avoid the 
allegation of infringement, while at the same time maintaining compliance with  
the CBM Product Specifications, or (2) obtain for CBM a license to continue     
integrating the Licensed Products in the CBM Product, or (3) terminate this     
Agreement with the consent of CBM, which consent will not be unreasonably       
withheld, ###.                                                                  

                  13.3 Limitation on GeoWorks' Liability. Sections 13.1 and 13.2
set forth GeoWorks' entire liability to CBM for any actual or alleged           
infringement of any third party's intellectual property rights resulting from   
the Licensed Products.                                                          

###.                                        

###.                      

               13.5 Limitation on CBM's Liability. Section 13.4 sets forth
CBM's entire liability to GeoWorks for any actual or alleged infringement of any
third party's intellectual property rights resulting from the Hardware          
Configuration of the CBM Product as set forth in Exhibit B, as modified by CBM  
from time to time.                                                              

14.      LIMITED WARRANTY                                     

            14.1 GeoWorks hereby warrants that (i) GeoWorks owns all
right, title and interest in and to the Licensed Products or has obtained the   
right to market or sublicense any portions thereof owned by a third party, and  
(ii) GeoWorks has the right and power to make this Agreement and to grant the   
rights, licenses, privileges and immunities contained herein to CBM.            

                  14.2 Disclaimer of Implied Warranty. ALL IMPLIED WARRANTIES OF
MERCHANTABILITY WITH RESPECT TO THE LICENSED PRODUCTS ARE HEREBY EXCLUDED.      

15.      TERM OF AGREEMENT AND TERMINATION                    

            15.1 Term. The term of this Agreement shall begin on the
Effective Date and shall continue for the Term specified in Exhibit E unless    
terminated earlier in accordance with this Agreement.                           

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                15.2 Termination For Breach. Each party shall have the right
to terminate this Agreement upon forty-five (45) days prior written notice if   
the other party is in material breach of any term of this Agreement, including  
without limitation the payment of monies, and the breaching party fails to      
remedy such breach within the forty-five day notice period.                     

                 15.3 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 19.3, Assignment).        

                  15.4 Limited Rights After Termination. Upon any termination or
expiration of this Agreement, if this Agreement is not terminated due to breach 
by CBM, CBM may continue to distribute its on-hand inventory of CBM Products    
with Licensed Products in accordance with the terms and conditions of this      
Agreement, including payment of any royalties due, for a period of six (6)      
months following such termination or expiration. CBM will, however, cease       
production of any additional units of CBM Products with Licensed Products as of 
the termination or expiration date and will cause any third parties or parties  
who obtained from CBM the right to manufacture any CBM Product with Licensed    
Products to do likewise. Any termination or expiration shall not affect any     
End-User's rights to use the Licensed Products in accordance with the software  
End-User license and shall further not affect the right of any third party or   
parties who purchased units of CBM Products with Licensed Products (or like OEM 
Customers' products) to sell such units to their respective customers.          

                  15.5 General Effect of Termination. Except as specifically set
forth above in Subsection 15.4, upon any termination or expiration of this      
Agreement all rights granted to CBM hereunder, including without limitation the 
licenses granted under Section 2, shall terminate and CBM shall (i) immediately 
cease all sublicensing, copying, integration, marketing and distribution of the 
Licensed Products, (ii) within thirty (30) days of termination or expiration pay
to GeoWorks any and all sums due under this Agreement, and (iii) within thirty  
(30) days of such termination or expiration certify to GeoWorks that all of the 
foregoing has been completed. Upon any termination or expiration of this        
Agreement, each party shall return to the other all Confidential Information (as
defined in Section 16.1) provided by the other party. Notwithstanding the       
foregoing, CBM may retain such copies of the Licensed Products as it may require
to continue providing First Level Support to its End-User customers, and for no 
other purpose.                                                                  

16.      NONDISCLOSURE AND RESTRICTED USE                     

16.1     Confidential Information.          

                     (a) When used with regard to GeoWorks, the term
"Confidential Information" shall mean any and all product plans, costs, prices, 
finances, marketing plans, business opportunities, personnel and other business 
information                                                                     

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relating to the GeoWorks Software as defined in Section 1.2, and any and all    
product specifications, interface specifications, designs, features, manuals,   
research, development, inventions, know-how and other non-Source Code technical 
information relating to the GeoWorks Software, except that the term             
"Confidential Information" as used herein shall not include GeoWorks Source     
Code, which shall be separately governed by the GeoWorks Source Code            
Nondisclosure Agreement. When used with regard to CBM, the term "Confidential   
Information" shall mean any and all product plans, costs, prices, finances,     
marketing plans, business opportunities, personnel and other business           
information relating to the CBM Product as defined in Section 1.6, and any and  
all product specifications, interface specifications, designs, features,        
manuals, research, development, inventions, know-how and other technical        
information relating to the CBM Product.                                        

                       (b) Notwithstanding the foregoing, information of
either party is not Confidential Information unless it is identified as         
confidential strictly in accordance with the following provisions: (i) if       
disclosed in writing the information shall be clearly marked "Confidential";    
(ii) if disclosed orally or visually the information shall be designated        
confidential by the disclosing party at the time of such oral or visual         
disclosure, identified in writing clearly marked "Confidential", and the writing
sent to the receiving party within thirty (30) days of the oral or visual       
disclosure date referring to the date and place of disclosure and describing the
information to be treated as confidential; and (iii) if disclosed in hardware or
software such hardware or software (except for Source Code, disclosure of which 
shall be governed by the GeoWorks Source Code Nondisclosure Agreement) shall be 
marked "Confidential" insofar as practical and accompanied by a cover letter    
identifying the hardware or software to be treated as confidential.             

               16.2 Treatment of Confidential Information. For a period of
three (3) years commencing on the date of receipt, both parties agree that each 
item of Confidential Information, as defined in Section 16.1, 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 obligations under this Agreement, or as otherwise may be    
permitted by this Agreement, without the express written consent of the         
Disclosing Party. 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.                                             

                  16.3 Exceptions. The provision of this Section shall not apply
to any information or materials:                                                

                       (1) which are in the public domain at the time of
disclosure to the Receiving Party or which thereafter enter the public domain   
through no fault of the Receiving Party or its employees; or                    

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                                      --------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                      --------------------------------------

                     (2) 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                                       

                         (3) 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                                                        

                  (4) which are independently developed by the
Receiving Party; or                                                             

                        (5) 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              
non-disclosing party to take such action as it deems appropriate to prevent or  
limit such disclosure; or                                                       

                        (6) which are disclosed without restriction by the
disclosing party to a third party, including the United States Government; or   

                   (7) which are approved for release by written
authorization of the disclosing party.                                          

                 16.4 Restricted Use. Except as permitted by Section 7 (Source
Code Escrow), CBM agrees not to reverse engineer, de-compile or disassemble any 
of the GeoWorks Operating System Software provided to CBM hereunder, or to      
distribute the Licensed Products separate from the CBM Products, or to authorize
anyone else to do so.                                                           

17.      LIMITATION OF LIABILITY                              

              EXCEPT FOR THE INDEMNITY OBLIGATIONS WITH RESPECT TO THIRD
PARTY CLAIMS UNDER SECTION 13, 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. EXCEPT
FOR GEOWORKS' INDEMNITY OBLIGATIONS UNDER SECTION 13, IN NO EVENT SHALL GEOWORKS
BE LIABLE FOR ANY DAMAGES ###.                                                  

18.      INDEPENDENT DEVELOPMENT                              

                  Nothing in this Agreement shall be construed as limiting CBM's
or any of its Affiliates' rights to independently and without reference to      
GeoWorks Confidential Information develop, without notification to GeoWorks, any
product or software having                                                      

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                                      --------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                      --------------------------------------

the same or similar function, structure, operation or performance as any        
Licensed Product, subject to GeoWorks Intellectual Property.                    

19.      GENERAL                                              

                 19.1 Entire Agreement. This Agreement, the Exhibit(s) hereto,
and the GeoWorks Source Code Nondisclosure Agreement, 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 apply, 
even if such purchase order or other forms are accepted by GeoWorks. No         
amendment or modification of this Agreement may be made except by an instrument 
in writing signed by both parties.                                              

         19.2 No Promotion. Nothing in this Agreement shall be
construed as conferring upon GeoWorks the right to use in advertising, publicity
or promotional activity any name, tradename, trademark or other designation of  
either CBM ### (including any contraction, abbreviation or formative of the     
foregoing) and GeoWorks agrees not to use any such designation of CBM ### in any
promotional activity or in connection with any products, provided, however, that
GeoWorks shall be entitled to use Canon's name in GeoWorks promotional          
literature and marketing materials upon GeoWorks' receipt of prior written      
approval of each such use from Canon, Inc. in Japan.                            

                19.3 Assignment. This Agreement may not be assigned in whole
or in part by either party without the prior written consent of the other party,
which consent shall not be unreasonably withheld, except that GeoWorks may      
assign this Agreement in the event of a merger or reorganization of GeoWorks or 
sale of substantially all of GeoWorks' assets.                                  

        19.4 Negation of Licenses. Nothing contained in this
Agreement, ###, shall be construed as a grant, expressly or impliedly, of any   
right, license or otherwise by CBM or any of its Affiliates to GeoWorks under   
any patent, patent application, trademark, tradename, copyright, know-how, or   
any other intellectual property right owned or controlled, in whole or in part, 
by CBM or any of its affiliates. In addition, there are no implied licenses from
GeoWorks to CBM under this Agreement, any any rights not expressly granted to   
CBM hereunder are reserved by GeoWorks.                                         

               19.5 Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of California (except that   
body of laws controlling conflict of laws) and excluding the Convention on      
Contracts for the International Sale of Goods.                                  

              19.6 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.

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           19.7 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.                                                    

                  19.8 Force Majeure. Neither party will be deemed in default of
this Agreement to the extent that performance of its obligations (except for the
payment of monies) are delayed or prevented by reason of any act of God, fire,  
natural disaster, accident, act of government, shortages of material or supplies
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, in   
any event, within fifteen (15) days of discovery thereof 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.                              

                  19.9 Headings. The headings of the Sections and Subsections of
this Agreement are for convenience only and will not be of any effect in        
construing the meanings of the Sections .                                       

          19.10 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 (and hereby authorize a court 
or arbitrator of competent jurisdiction) to substitute for the invalid provision
a valid provision which most closely approximates the intent and economic effect
of the invalid provision.                                                       

                  19.11 Notices. Notices to either party shall be in writing and
shall be deemed delivered when served in person or by facsimile, or three       
business days after being deposited in the United States Mail, first-class      
certified mail postage prepaid, return receipt requested or one business day    
after being dispatched in the United States by a nationally recognized one-day  
express courier service, and addressed to the addresses set forth in Exhibit H  
or other address as such party may notify the other of in accordance with this  
Subsection.                                                                     

                 19.12 Survival. The rights and obligations under Sections 6.6
(Title to Modifications), 8 (Proprietary Rights), 9 (Payment), 13 (Indemnities),
14 (Limited Warranty), 15.4 (Limited Rights After Termination), 15.5 (General   
Effect of Termination), 16 (Nondisclosure and Restricted Use), 17 (Limitation of
Liability), and 18 (Independent Development), shall survive the expiration and  
any termination of this Agreement.                                              

                19.13 Governmental Approval. If any approval or registration
of this Agreement shall be required to make it enforceable or to comply with    
exchange regulations or other requirements so as to allow remittance abroad, CBM
shall immediately take all required action and any charges incurred in          
connection therewith shall be for the account of CBM.                           

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             19.14 Counterparts. This Agreement may be executed in any
number of counterparts and all of such counterparts shall be deemed to          
constitute one and the same instrument.                                         

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.                                                                 

                                                        · Enlarge/Download Table

CBM                                        GEOWORKS                                       

                                                                                          
By:             /s/ Takashi Miyazaki       By:              /s/ Rick P. Dalmazzi          
            -----------------------------                ---------------------------------
                August 25, 1993                                                           

Print Name:     Takashi Miyazaki           Printed Name:    Leland J. Llevano             
            -----------------------------                ---------------------------------

Title:          Executive Vice President   Title:           Vice President, OEM Business  
            -----------------------------                ---------------------------------

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                                      --------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                      --------------------------------------

 EXHIBIT A

GEOWORKS LICENSED PRODUCTS

GEOWORKS OPERATING SYSTEM SOFTWARE ###                                          

All in Object Code form only:                                                   

Product Name: GEOWORKS' PC/GEOS(R) OPERATING ENVIRONMENT ###          

GeoWorks' version of DOS required to run the above programs           

GeoManager, file manager                                              

Preferences, application for setting system defaults                  

Languages:       English                                              

GEOWORKS APPLICATION SOFTWARE ###                                               

Languages:  ###                                                                 

Word Processor                                                                  
GeoWrite                                                              

PIM and Basic Applications:                                                     

Includes GeoDex, GeoPlanner                                           
Calculator, Notepad, Scrapbook                                        
Solitaire, (game to be provided                                       
by GeoWorks) and 9 Fonts                                              

Spreadsheet                                                                     
GeoCalc                                                               

Communications                                                                  
###                                                                   

Drawing Program                                                                 
GeoDraw                                                               

Thesaurus                                                                       

Spell Checker/Corrector                                                         

DOCUMENTATION                                                                   

Languages:  ###                                                                 

All End-User Manuals and Documentation as provided by GeoWorks                  

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                                      --------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                      --------------------------------------

 EXHIBIT B

CBM PRODUCT SPECIFICATIONS

1.       Hardware Configuration                                                 

###                                                           

Floppy Drive                                                  

VGA (640X480) or CGA(640X200) Display                         

CBM Original Keyboard                                         

Canon Bubble Jet Printer                                      

Mouse (Option)                                                

2.       Software Configuration                                                 
Operating System                                              
GEOS 2.0 in MASK ROM                        
            (File Manager, Spell Checker/Corrector and Thesaurus are
included)                                   

Applications                                                  

Word Processor       (Common)               
Spread Sheet         (Option)               
Draw                 (Option)               
PIM and Basic Applications (Option)         
Address Book              
Scheduler                 
Calculator                
Scrap Book                
Note Pad                  
Typewriter mode print                       
Automatic Demonstration                     

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 EXHIBIT C

GEOWORKS TRADEMARK AND LOGOS

LOGOS                                                                           

add GeoWorks logo                                                               

TRADEMARKS                                                                      

GEOS(R)                                                                         
PC/GEOS(R)                                                                      
GeoComm(R)                                                                      
GeoDex(R)                                                                       
GeoDraw(R)                                                                      
GeoPlanner(R)                                                                   
GeoWrite(R)                                                                     
GeoCalc(R)                                                                      

May be added to by GeoWorks from time to time at its sole discretion Not all    
trademarks are available in all countries.                                      

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                                       ---------------------------------------
                                   ### Confidential portions have been
                                     omitted and filed separately with the
           Commission.
                                       ---------------------------------------

 EXHIBIT D

SCHEDULE

                                                                · Download Table

Event                                                          Target Date

                                                                          
Delivery to CBM of ### software                                    ###    

Delivery to CBM of ### software                                    ###    

###                                                                ###    

*Dependent on delivery by CBM to GeoWorks of prototypes with memory map and     
CBM's versions of the applications.                                             

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                                                 -------------------------------
                                                ### Confidential portions have
                                        been omitted and filed
                                                 separately with the Commission.
                                                 -------------------------------

 EXHIBIT E

TERM, ROYALTIES AND FEES

Term:                                                                           

              The "Term" of this Agreement will begin upon the Effective
Date and will continue until the earlier of (a) ###.                            

###.                                        

###:                                                                            

###                                         

###:                                                                            

###                                         

###:                                                                            

###                                         

Payment Periods:                                                                

A payment period is a three month period beginning on the first day of the first
month of the period and ending on the last day of the third month of the period,
with four Payment Periods occurring each year.                                  

1st Payment Period: from July 1 to September 30                                 
2nd Payment Period: from October 1 to December 31                               
3rd Payment Period: from January 1 to March 31                                  
4th Payment Period: from April 1 to June 30                                     

Reporting Periods:                                                              

A reporting period is a three month period beginning on the first day of the    
first month of the period and ending on the last day of the third month of the  
period, with four Reporting Periods occurring each year.                        

1st Reporting Period: from October 1 to December 31                             
2nd Reporting Period: from January 1 to March 31                                
3rd Reporting Period: from April 1 to June 30                                   

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                                                 -------------------------------
                                                ### Confidential portions have
                                        been omitted and filed
                                                 separately with the Commission.
                                                 -------------------------------

4th Reporting Period: from July 1 to September 30                               

###:                                                                            

###.                                                                            

Internal Use Fee:                                                               

No charge for up to ### units of CBM Product for use by CBM's business units    
directly related to the manufacture, distribution and support of CBM Products.  

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 EXHIBIT F

END-USER LICENSE AND LIMITATION OF LIABILITY

SOFTWARE LICENSE AGREEMENT                                                      

This is a legal agreement between you, the end user, and CBM. The ___________   
software program (the "SOFTWARE") stored on the CBM Product is licensed by      
GeoWorks to CBM and sublicensed by CBM to the original customer and any         
subsequent transferee of the product for use only on the terms set forth here.  
Please read this license agreement. Using the CBM Product indicates that you    
accept these terms. If you do not agree to these terms, return the full product 
with proof of purchase to your dealer within 60 days for a full refund.         

GRANT OF LICENSE: CBM grants you the right to use the Software in the CBM       
Product. The SOFTWARE is protected by United States copyright laws and          
international treaty provisions. You may not copy the SOFTWARE or written       
materials accompanying the SOFTWARE.                                            

OTHER RESTRICTIONS: 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 and that 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                                      

     Use, duplication or disclosure by the U.S. Government is subject to
         restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in
    Technical Data and Computer Software clause at DFARS 252.227-7013.
         Contractor/manufacturer is GeoWorks, 2150 Shattuck Avenue, Berkeley, CA
94704                                                         

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.                

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 conflicts of law.              

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DISCLAIMER OF WARRANTIES                                                        

CBM does 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 IMPLIED WARRANTIES OF MERCHANTABILITY,   
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT ARE DISCLAIMED. NO ORAL OR 
WRITTEN INFORMATION OR ADVICE GIVEN, BY GEOWORKS, ITS EMPLOYEES, DISTRIBUTORS,  
DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY
NEW WARRANTIES. SOME JURISDICTIONS 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 NINETY (90) 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.                              

LIMITATION OF LIABILITY                                                         

REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THE WARRANTY FAILS OF ITS         
ESSENTIAL PURPOSE, IN NO EVENT WILL CBM OR ITS SUPPLIERS 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 EVEN IF GEOWORKS OR ANYONE ELSE HAS BEEN ADVISED OF 
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAM BY ANY OTHER PARTY. THIS       
PROVISION IS INCLUDED FOR THE BENEFIT OF BOTH CBM AND ITS LOCAL REPRESENTATIVES,
AND IS ENFORCEABLE BY ANY OF THEM.                                              

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR    
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.                                                                   

IN NO CASE SHALL THE LIABILITY OF CBM EXCEED THE PURCHASE PRICE PAID FOR THE    
SOFTWARE.                                                                       

You are hereby notified that GeoWorks, a California Corporation located at 2150 
Shattuck Avenue, Berkeley, California 94704 U.S.A. is a third party beneficiary 
to this agreement and is enforceable by GeoWorks in addition to CBM. Without    
limitation on the generality of the foregoing, the above Disclaimer Of          
Warranties and Limitation Of Liability apply to GeoWorks in addition to CBM.    

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 EXHIBIT G

 GEOWORKS' PROPRIETARY NOTICES

FOR DOCUMENTATION:                                                              

Software Copyright and Patent Information                                       

GeoWorks(R) application software and GEOS(R) operating system software copyright
(C) 1990-1993 GeoWorks. All rights reserved. Patent pending.                    

Hardware and software floating point math library copyright (C) 1984-1991       
Dimensions Research, Inc.                                                       

America Online software copyright (C) America Online Inc. 1993.                 

ROM-DOS operating system software copyright (C) 1989-1993 Datalight, Inc.       

Spell Checker/Thesaurus requirements:                                           

    "International CorrectSpell English licensed from Houghton Mifflin
      Company. Copyright 1985, 1987, 1990 by Houghton Mifflin Company. All
        rights reserved. Reproduction or disassembly of embodied algorithms or
    database prohibited. Based upon The American Heritage Dictionary."

        [Contact GeoWorks Legal Department for the specific notices for United
         Kingdom, Dutch, French, German, Italian, Spanish and Swedish versions.]

        "[name of language] Hyphenator licensed from Houghton Mifflin Company.
  Copyright 1987 by Houghton Mifflin Company. All rights reserved.
Reproduction or disassembly of embodied algorithms or database
prohibited."                                                  

         "Electronic Thesaurus licensed from Houghton Mifflin Company. Copyright
       1985 by Houghton Mifflin Company. All rights reserved. Thesaurus U.S.
         Pat. No. 4,724,523. Reproduction or disassembly of embodied programs or
 database prohibited. Based upon Roget's II: The New Thesaurus."

  "The American Heritage Dictionary licensed from Houghton Mifflin
 Company. Copyright 1989 by Houghton Mifflin Company. All rights
        reserved. Reproduction or disassembly of embodied programs or database
 prohibited. Based upon The American Heritage Dictionary, Office
Edition."                                                     

Import/Export software Copyright 1986-1993, Mastersoft, Inc. All rights         
reserved.                                                                       

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Trademark Information                                                           

GeoWorks(R), GEOS(R), PC/GEOS(R), GeoDraw(R), GeoManager(R), GeoPlanner(R),     
GeoFile(R), GeoDex(R) and GeoComm(R) are Registered Trademarks of GeoWorks, and 
GeoWrite(TM), and GeoCalc(TM), are Trademarks of GeoWorks in the United States  
of America and other countries.                                                 

America Online(R) is a registered trademark of America Online, Inc.             

This software contains Nimbus Q from Digital Typeface Corp. and typefaces from  
URW, GmbH.                                                                      

Mastersoft is a registered trademark of Mastersoft, Inc. in the U.S.A.          

All other brand and product names are trademarks or registered trademarks of    
their respective holders.                                                       

FOR SCREEN DISPLAY:                                                             

        GeoWorks(R) application software and GEOS(R) operating system software
copyright (C) 1990-1993 GeoWorks [LOGO HERE]                  

The logo is:              

 [GEOWORKS LOGO]

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 EXHIBIT H

 ADDRESSES FOR NOTICES AND APPROVALS

GEOWORKS                                     Canon Business Machines. Inc.      

ADDRESS                                      ADDRESS                            

2150 Shattuck Avenue, PH                     3191 Red Hill Avenue               
Berkeley, CA 94704                           Costa Mesa, CA 92626-3498          

TELEPHONE NUMBER                             TELEPHONE NUMBER                   

+1 510-644-0883                              +1 714-556-4700                    

FACSIMILE NUMBER                             FACSIMILE NUMBER                   

+1 510-644-0928                              +1-714-979-6328                    

NOTICE RECIPIENT                             NOTICE RECIPIENT                   

Rick P. Dalmazzi                             Takashi Miyazaki                   
Vice-President, OEM Business                 Executive Vice-President           

APPROVALS                                    APPROVALS                          

Rick P. Dalmazzi                             Takashi Miyazaki                   
Vice-President, OEM Business                 Executive Vice-President           

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SERVICES AGREED TO BETWEEN
CBN AND GEOWORKS AS OF JULY 30, 1993

###                                                                             

Accepted for GeoWorks:                                                          

By: Rick P. Dalmazzi                                                            
Vice-President, OEM Business                                            

/s/ Rick P. Dalmazzi                                 August 31/93       
---------------------------------                    -------------------------- 
Signature                                            Date                       

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-Q/A Filing		Date		First		Last			Other Filings
		4/5/93		1
		7/30/93		4		31
		8/25/93		19
For The Period Ended		12/31/96							10-Q
Filed On / Filed As Of		4/2/97							10-Q/A
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