GEOWORKS /CA/
LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d51823_ex10-2.txt
<DESCRIPTION>LICENSE AGREEMENT
<TEXT>
Exhibit 10.2

                                    Geoworks
                          Licensing Agreement Amendment

This Licensing Agreement Amendment is hereby entered into between Geoworks
Corporation, a Delaware corporation, having a principle place of business at
6550 Vallejo Street, Suite 102, Emeryville, CA 94608 USA (hereinafter Geoworks),
and Science Applications International Corporation (SAIC) a Delaware
corporation, having a principle place of business at 10260 Campus Point Drive,
San Diego, CA 62121 (hereinafter SAIC) (individually, a Party and collectively,
the Parties):

A. This Amendment is effective as of the date the last Party executes it
("Effective Date").

B. The Parties acknowledge that Geoworks has fulfilled all of its obligations
under Statement of Work Number 1 and has no current maintenance or consulting
obligations.

C. Geoworks agrees to deliver to SAIC the source code for the software
components set forth on Exhibit A no later than the Effective Date. The parties
agree that all such source code shall be subject to the rights and licenses
applicable to Software contained in the Licensing Agreement, including any
modifications to the Licensing Agreement set forth herein.

D. In accordance with paragraph 14.9 of the Licensing Agreement between the
Parties and effective October 24, 2001, the Parties hereby agree to amend the
Licensing Agreement as follows:


1. Revise paragraph 1.18 as follows:

      "Software" collectively means Geoworks object code, machine-executable
      versions, and source code of the following computer programs....

1. Add paragraph 1.26 as follows:

      "Derivative Work." A work that is based upon the Software, such as a
      revision, modification, translation, abridgement, condensation, expansion,
      or any other form in which a preexisting work may be recast, transformed,
      or adapted, and that, if prepared without the authorization of Geoworks,
      would constitute an infringement of copyright.

2. Add paragraph 2.1 (f) as follows:

      (f) use the Software to create Derivative Works by or for SAIC and solely
      for the purpose of creating Bug Fixes, Error Corrections, Updates and
      Enhancements.

3. Revise paragraph 3.2 "Reports" to include:

      4) The Report will also include the delivery of any Derivative Works
      created by or on behalf of SAIC during that quarter.

4. Revise paragraph 4.3 "Support to Authorized Users" as follows:

      SAIC will provide Authorized Users with Tier One, Tier Two and Tier Three
      Support and with any SAIC Support Services. SAIC shall not direct any
      Authorized User to contact Geoworks for Tier One, Tier Two, Tier Three
      Support or SAIC Support Services, nor for any support services that are
      not specified hereunder as Geoworks Support Services or specified to be
      provided by Geoworks in an executed Statement of Work.

5. Delete paragraph 5.2.1and replace it with paragraph 5.2.3. Nothing in this
      Amendment shall be deemed to require Geoworks to accept any Statement of
      Work.

<PAGE>

6. Revise paragraph 6.1 "Consideration" as follows:

      Except as provided in the final sentence of this paragraph, SAIC will pay
      Geoworks the Fees in the amounts and in the timeframes specified in an
      executed Statement of Work for all Software, Geoworks Support Services,
      Maintenance Support and any Demand Services provided for by this Agreement
      and an executed Statement of Work (collectively the "Fees"). Geoworks
      shall have sole discretion and authority to change the License Fee and or
      Maintenance Support Fee with ninety (90) calendar days written notice.
      Commencing as of the Effective Date, SAIC will pay all Fees otherwise due
      to Geoworks in accordance with the first sentence of this paragraph
      directly to Telcordia Technologies, Inc. (a wholly owned subsidiary of
      SAIC).

7. Add paragraph 7.1.1 as follows:

      As between SAIC and Geoworks, SAIC owns and shall retain ownership of all
      Intellectual Property Rights in and to those portions of any Derivative
      Works created by or for SAIC that are incremental to the Software. SAIC
      agrees to grant and hereby does grant to Geoworks a transferable,
      sublicensable, perpetual, irrevocable, royalty-free, nonexclusive, license
      in and to any SAIC-created Derivative Works. Furthermore, SAIC waives any
      claims that it might have against Geoworks, its licensees and any
      successors in interest to the Software that use of any Derivative Works
      created by or for SAIC and delivered to Geoworks under this Agreement
      infringes any intellectual property rights of SAIC.

8. Revise paragraph 9.2 "Disclaimer of Warranty" as follows:

      Except as provided in Section 9.1, or as expressly stated and labeled as a
      warranty in an executed Statement of Work, THE SOFTWARE, SERVICES,
      DOCUMENTATION RELATED MATERIALS, AND DERIVATIVE WORKS ARE PROVIDED "AS IS"
      AND BOTH PARTIES DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR
      IMPLIED, WITH RESPECT TO THE SOFTWARE, SERVICES, DOCUMENTATION AND RELATED
      MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF DESIGN,
      MECHANTABILITY OR FITNESS FOR A PARTICUALR PUPOSE, WARRANTIES ARISING FROM
      A COURSE OF DEALING, USEAGE OR TRADE PRACTICE. THE SOFTWARE AND DERIVATIVE
      WORKS ARE NOT ERROR FREE AND MAY NOT PERFORM TO THE OTHER PARTY'S
      REQUIREMENTS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE RELIED ON NO
      WARANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.

9. Revise paragraph 11 "Limitation of Liability" by adding the following
      sentence at the end:

      DESPITE THE FOREGOING, IN NO EVENT WILL GEOWORKS' LIABILITY UNDER SECTION
      10.2 HEREOF FOR SOFTWARE INSTALLED BY SAIC AFTER THE EFFECTIVE DATE EXCEED
      THE FEES PAID BY SAIC IN ACCORDANCE WITH THIS LICENSE AGREEMENT AFTER THE
      EFFECTIVE DATE.

10. Revise paragraph 12.1 "Term" as follows:

      The term of this Agreement shall begin as of the Effective date and shall
      continue until terminated in accordance with the terms contained herein.


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<PAGE>

11. Revise paragraph 12.2 "Termination for Cause" as follows:

      Either Party may terminate this Agreement immediately (i) should any
      Software, Documentation, Related Materials or Derivative Works become, or
      in such Party's opinion be likely to become, the subject of a claim of
      infringement or a third party's Intellectual Property Rights; or (ii) in
      the event the other Party materially breaches this Agreement or takes any
      action in derogation of the terminating Party's rights to its Confidential
      Information licensed under this Agreement.

12. Delete paragraph 12.3 "Termination for Convenience" in its entirety.

13. Add paragraph 14.11 " Employment Solicitation" as follows:

      SAIC has the right to solicit and offer employment to former employees of
      Geoworks having familiarity with the Software.

14. Add paragraph 14.12 "Release" as follows:

      SAIC, on behalf of itself and its Representatives (collectively
      "Releasor"), and Geoworks, on behalf of itself and its Representatives
      (collectively "Releasee"), and each of them, hereby acknowledge that they
      are familiar with Section 1542 of the Civil Code of the State of
      California, which provides as follows:

      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
      KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
      RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
      SETTLEMENT WITH THE DEBTOR.

      Moreover, Releasor and Releasee specifically hereby waive and relinquish
      all rights and benefits they have or may have under Section 1542 of the
      California Civil Code or the law of any other state or jurisdiction to the
      same or similar effect. The parties further hereby waive any claim that
      they have been fraudulently induced, "economically coerced," or otherwise
      coerced or wrongfully induced into entering into this Agreement.

      In accordance with the immediately preceding sentences, Releasor hereby
      releases Releasee from all claims, losses, liability and expense
      (including attorneys' and experts' charges) that accrued under the
      Licensing Agreement prior to the Effective Date, whether known or unknown
      (collectively "Claims"). This release does not abridge Releasor's rights
      as a shareholder in Releasee

                                   SIGNATURES

Geoworks                                      SAIC

/s/ Steve Mitchell                            /s/ Gary Mancuso
-------------------------------------         ----------------------------------
Signature                                     Signature

Steve Mitchell                                Gary Mancuso
-------------------------------------         ----------------------------------
                                              Print Name

President and Chief Executive Officer         Sr. Subcontract Administrator
-------------------------------------         ----------------------------------
Title                                         Title

August 23, 2002                               8-7-02
------------------------------------          ----------------------------------
Date                                          Date


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<PAGE>


                                    EXHIBIT A
                 Source Code to be Delivered to SAIC by Geoworks

     AirBoss Server Software
          ABINET API
          ABMAT API
          AB Microbrowser
          AirBrowse
          Wireless Field Access

     AirBoss Client Software
          Windows CE
          Pocket PC 3.0
          RIM Pager 850/857, 950/957
          Symbol MG+
          Palm OS 3.3, 3.5
          Windows 98/NT/2000

     AirBoss Software Development Kit
          ABMAT
          ABINet


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