SOURCEFORGE,
      INC.

    


    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (“Agreement”)
      is
      entered into as of June 9, 2008 by and between SourceForge, Inc. (the
“Company”)
      and
      Ali Jenab (“Consultant”).
      The
      Company desires to retain Consultant as an independent contractor to perform
      consulting services for the Company, and Consultant is willing to perform such
      services, on the terms described below. In consideration of the mutual promises
      contained herein, the parties agree as follows:

    


    1. Services
      and Compensation.
      Consultant agrees to perform for the Company the services described in
Exhibit A
      (the
“Services”),
      and
      the Company agrees to pay Consultant the compensation described in Exhibit A
      for
      Consultant’s performance of the Services.

    


    2. Confidentiality.

    


    A. Definition.
      “Confidential
      Information”
means
      any non-public information that relates to the actual or anticipated business
      or
      research and development of the Company, technical data, trade secrets or
      know-how, including, but not limited to, research, product plans or other
      information regarding Company’s products or services and markets therefor,
      customer lists and customers (including, but not limited to, customers of the
      Company on whom Consultant called or with whom Consultant became acquainted
      during the term of this Agreement), software, developments, inventions,
      processes, formulas, technology, designs, drawing, engineering, hardware
      configuration information, marketing, finances or other business information.
      Confidential Information does not include information that (i) is known to
      Consultant at the time of disclosure to Consultant by the Company as evidenced
      by written records of Consultant, (ii) has become publicly known and made
      generally available through no wrongful act of Consultant or (iii) has been
      rightfully received by Consultant from a third party who is authorized to make
      such disclosure.

    


    B. Nonuse
      and Nondisclosure.
      Consultant will not, during or subsequent to the term of this Agreement,
      (i) use the Confidential Information for any purpose whatsoever other than
      the performance of the Services on behalf of the Company or (ii) disclose
      the Confidential Information to any third party. Consultant agrees that all
      Confidential Information will remain the sole property of the Company.
      Consultant also agrees to take all reasonable precautions to prevent any
      unauthorized disclosure of such Confidential Information. Without the Company’s
      prior written approval, Consultant will not directly or indirectly disclose
      to
      anyone the existence of this Agreement or the fact that Consultant has this
      arrangement with the Company.

    


    C. Former
      Client Confidential Information.
      Consultant agrees that Consultant will not, during the term of this Agreement,
      improperly use or disclose any proprietary information or trade secrets of
      any
      former or current employer of Consultant or other person or entity with which
      Consultant has an agreement or duty to keep in confidence information acquired
      by Consultant, if any. Consultant also agrees that Consultant will not bring
      onto the Company’s premises any unpublished document or proprietary information
      belonging to any such employer, person or entity unless consented to in writing
      by such employer, person or entity. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    D. Third
      Party Confidential Information.
      Consultant recognizes that the Company has received and in the future will
      receive from third parties their confidential or proprietary information subject
      to a duty on the Company’s part to maintain the confidentiality of such
      information and to use it only for certain limited purposes. Consultant agrees
      that, during the term of this Agreement and thereafter, Consultant owes the
      Company and such third parties a duty to hold all such confidential or
      proprietary information in the strictest confidence and not to disclose it
      to
      any person, firm or corporation or to use it except as necessary in carrying
      out
      the Services for the Company consistent with the Company’s agreement with such
      third party.

    


    E. Return
      of Materials.
      Upon
      the termination of this Agreement, or upon Company’s earlier request, Consultant
      will deliver to the Company all of the Company’s property, including but not
      limited to all electronically stored information and passwords to access such
      property, or Confidential Information that Consultant may have in Consultant’s
      possession or control.

    


    3. Ownership.

    


    A. Assignment.
      Consultant agrees that all copyrightable material, notes, records, drawings,
      designs, inventions, improvements, developments, discoveries and trade secrets
      conceived, discovered, developed or reduced to practice by Consultant, solely
      or
      in collaboration with others, during the term of this Agreement that relate
      in
      any manner to the business of the Company that Consultant may be directed to
      undertake, investigate or experiment with or that Consultant may become
      associated with in work, investigation or experimentation in the Company’s line
      of business in performing the Services under this Agreement (collectively,
      “Inventions”),
      are
      the sole property of the Company. Consultant also agrees to assign (or cause
      to
      be assigned) and hereby assigns fully to the Company all Inventions and any
      copyrights, patents, mask work rights or other intellectual property rights
      relating to all Inventions.

    


    B. Further
      Assurances.
      Consultant agrees to assist Company, or its designee, at the Company’s expense,
      in every proper way to secure the Company’s rights in Inventions and any
      copyrights, patents, mask work rights or other intellectual property rights
      relating to all Inventions in any and all countries, including the disclosure
      to
      the Company of all pertinent information and data with respect to all
      Inventions, the execution of all applications, specifications, oaths,
      assignments and all other instruments that the Company may deem necessary in
      order to apply for and obtain such rights and in order to assign and convey
      to
      the Company, its successors, assigns and nominees the sole and exclusive right,
      title and interest in and to all Inventions, and any copyrights, patents, mask
      work rights or other intellectual property rights relating to all Inventions.
      Consultant also agrees that Consultant’s obligation to execute or cause to be
      executed any such instrument or papers shall continue after the termination
      of
      this Agreement.

    


    C.
      Pre-Existing
      Materials.
      Subject to Section 3.A,
      Consultant agrees that if, in the course of performing the Services, Consultant
      incorporates into any Invention developed under this Agreement any pre-existing
      invention, improvement, development, concept, discovery or other proprietary
      information owned by Consultant or in which Consultant has an interest,
      (i) Consultant will inform Company, in writing before incorporating such
      invention, improvement, development, concept, discovery or other proprietary
      information into any Invention, and (ii) the Company is hereby granted a
      nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make,
      have made, modify, use and sell such item as part of or in connection with
      such
      Invention. Consultant will not incorporate any invention, improvement,
      development, concept, discovery or other proprietary information owned by any
      third party into any Invention without Company’s prior written
      permission.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    D. Attorney-in-Fact.
      Consultant agrees that, if the Company is unable because of Consultant’s
      unavailability, dissolution, mental or physical incapacity, or for any other
      reason, to secure Consultant’s signature for the purpose of applying for or
      pursuing any application for any United States or foreign patents or mask work
      or copyright registrations covering the Inventions assigned to the Company
      in
Section 3.A,
      then
      Consultant hereby irrevocably designates and appoints the Company and its duly
      authorized officers and agents as Consultant’s agent and attorney-in-fact, to
      act for and on Consultant’s behalf to execute and file any such applications and
      to do all other lawfully permitted acts to further the prosecution and issuance
      of patents, copyright and mask work registrations with the same legal force
      and
      effect as if executed by Consultant.

    


    4. Conflicting
      Obligations.

    


    A. Conflicts.
      Consultant certifies that Consultant has no outstanding agreement or obligation
      that is in conflict with any of the provisions of this Agreement or that would
      preclude Consultant from complying with the provisions of this Agreement.
      Consultant will not enter into any such conflicting agreement during the term
      of
      this Agreement. Consultant’s violation of this Section 4.A
      will be
      considered a material breach under Section 6.B.

    


    B. Substantially
      Similar Designs.
      In view
      of Consultant’s access to the Company’s trade secrets and proprietary know-how,
      Consultant agrees that Consultant will not, without Company’s prior written
      approval, design identical or substantially similar designs as those developed
      under this Agreement for any third party during the term of this Agreement.
      Consultant acknowledges that the obligations in this Section 4
      are
      ancillary to Consultant’s nondisclosure obligations under Section 2.

    


    5. Reports.
      Consultant also agrees that Consultant will, from time to time during the term
      of this Agreement or any extension thereof, keep the Company advised as to
      Consultant’s progress in performing the Services under this Agreement.
      Consultant further agrees that Consultant will, as requested by the Company,
      prepare written reports with respect to such progress. The Company and
      Consultant agree that the time required to prepare such written reports will
      be
      considered time devoted to the performance of the Services.

    


    6. Term
      and Termination.

    


    A. Term.
      The
      term of this Agreement will begin on the date of this Agreement and will
      continue until the earlier of (i) September 8, 2008 or
      (ii) termination as provided in Section 6.B.

    


    B. Early Termination.
      Either
      party may terminate this Agreement prior to the expiration of the term following
      the material breach of a material provision by the other party, by giving the
      other party written notice of such termination pursuant to Section 11.E
      of this
      Agreement. In the event the Agreement is terminated prior to September 8, 2008
      pursuant to this Section 6.B., then the Company shall pay Consultant a lump
      sum
      payment equal to $105,000 less
      any
      amounts previously paid hereunder. Notwithstanding the foregoing, in the event
      that (i) the Company terminates this Agreement because of a material breach
      of a
      material provision by Consultant, then the Company shall only be required to
      pay
      Consultant an amount equal to the remainder of (X) the amount determined by
      multiplying the number of days that have elapsed since the date of this
      Agreement until the date of such termination by $1,166.70, the daily rate for
      the Services, less
      (Y) any
      amounts previously paid hereunder. Further, notwithstanding the foregoing,
      in
      the event the Effective Date (as such term is defined in that certain Separation
      Agreement and Release entered into by and between the Company and Consultant
      as
      of even date herewith) never occurs, then this Consulting Agreement shall be
      deemed void from its inception, and no amounts shall be owed by Company to
      Consultant hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    C. Survival.
      Upon
      such early termination or following the running of the full term of the
      Agreement, all rights and duties of the Company and Consultant toward each
      other
      shall cease except:

    


    (1) The
      Company will pay, within 15 days after the effective date of termination, all
      amounts owing to Consultant for Services completed prior to the termination
      date
      and related expenses, if any, submitted in accordance with the Company’s
      policies and in accordance with the provisions of Section 1
      of this
      Agreement; and

    


    (2) Section 2
      (Confidentiality), Section 3
      (Ownership), Section 4
      (Conflicting Obligations), Section 7
      (Independent Contractor; Benefits), Section 8 (Indemnification),
      Section 9
      (Nonsolicitation) and Section 10
      (Arbitration) will survive termination of this Agreement.

    


    7. Independent
      Contractor; Benefits.

    


    A. Independent
      Contractor. It
      is the
      express intention of the Company and Consultant that Consultant perform the
      Services as an independent contractor to the Company. Nothing in this Agreement
      shall in any way be construed to constitute Consultant as an agent, employee
      or
      representative of the Company. Without limiting the generality of the foregoing,
      Consultant is not authorized to bind the Company to any liability or obligation
      or to represent that Consultant has any such authority. Consultant agrees to
      furnish (or reimburse the Company for) all tools and materials necessary to
      accomplish this Agreement and shall incur all expenses associated with
      performance, except as expressly provided in Exhibit A.
      Consultant acknowledges and agrees that Consultant is obligated to report as
      income all compensation received by Consultant pursuant to this Agreement.
      Consultant agrees to and acknowledges the obligation to pay all self-employment
      and other taxes on such income.

    


    B. Benefits.
      The
      Company and Consultant agree that Consultant will receive no Company-sponsored
      benefits from the Company. If Consultant is reclassified by a state or federal
      agency or court as Company’s employee, Consultant will become a reclassified
      employee and will receive no benefits from the Company, except those mandated
      by
      state or federal law, even if by the terms of the Company’s benefit plans or
      programs of the Company in effect at the time of such reclassification,
      Consultant would otherwise be eligible for such benefits.

    


    8. Indemnification.
      Consultant agrees to indemnify and hold harmless the Company and its directors,
      officers and employees from and against all taxes, losses, damages, liabilities,
      costs and expenses, including attorneys’ fees and other legal expenses, arising
      directly from or in connection with (i) any reckless or intentionally
      wrongful act of Consultant or Consultant’s assistants, employees or agents,
      (ii) a determination by a court or agency that the Consultant is not an
      independent contractor, (iii) any breach by the Consultant or Consultant’s
      assistants, employees or agents of any of the covenants contained in this
      Agreement, (iv) any failure of Consultant to perform the Services in accordance
      with all applicable laws, rules and regulations, or (v) any violation of a
      third party’s rights resulting in whole or in part from the Company’s use of the
      work product of Consultant under this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. Nonsolicitation.
      From
      the date of this Agreement until 12 months after the termination of this
      Agreement (the “Restricted
      Period”),
      Consultant will not, without the Company’s prior written consent, directly or
      indirectly, solicit or encourage any employee or contractor of the Company
      or
      its affiliates to terminate employment with, or cease providing services to,
      the
      Company or its affiliates. During the Restricted Period, Consultant will not,
      whether for Consultant’s own account or for the account of any other person,
      firm, corporation or other business organization, intentionally interfere with
      any person who is or during the period of Consultant’s engagement by the Company
      was a partner, supplier, customer or client of the Company or its affiliates.
      For
      purposes of this paragraph, the term “solicit” shall be deemed not to include
      advertisements or other generalized employment searches, including
      advertisements in various media (including trade media) or any job posting
      system, not specifically directed to employees of the Company and shall not
      include any action by Consultant
      following any response by any person to such advertisements or generalized
      searches or any communication initiated by such person and not by Consultant.

    


    10. Arbitration.
      THE
      PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS
      AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL
      BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, BEFORE JAMS, PURSUANT TO ITS
      EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS
      RULES”).
      THE
      ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE
      ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH
      CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE
      ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE
      OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY
      JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW,
      CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL
      BE
      FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES
      AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO
      INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
      ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE
      OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY
      PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE
      ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT
      AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE
      ANY
      DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.
      NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM
      SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT
      HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE
      RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE.
      SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH
      CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES
      AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

    


    11. Miscellaneous.

    


    A. Governing
      Law.
      This
      Agreement shall be governed by the laws of California without regard to
      California’s conflicts of law rules.

    


    B. Assignability.
      Except
      as otherwise provided in this Agreement, Consultant may not sell, assign or
      delegate any rights or obligations under this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    C. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter of this Agreement and supersedes all prior written and oral
      agreements between the parties regarding the subject matter of this
      Agreement.

    


    D. Headings.
      Headings are used in this Agreement for reference only and shall not be
      considered when interpreting this Agreement.

    


    E. Notices.
      Any
      notice or other communication required or permitted by this Agreement to be
      given to a party shall be in writing and shall be deemed given if delivered
      personally or by commercial messenger or courier service, or mailed by U.S.
      registered or certified mail (return receipt requested), to the party at the
      party’s address written below or at such other address as the party may have
      previously specified by like notice. If by mail, delivery shall be deemed
      effective three business days after mailing in accordance with this Section 11.E.

    


    (1)  
      If
      to the
      Company, to:

    SourceForge,
      Inc.

    650
      Castro Street - Suite 450

    Mountain
      View, CA 94041

    Attention:
      Chief Executive Office

    


    (2) If
      to
      Consultant, to the address for notice on the signature page to
      this
      Agreement or, if no such address is provided, to the last address of Consultant
      provided by Consultant to the Company.

    


    F. Attorneys’
      Fees.
      In any
      court action at law or equity that is brought by one of the parties to this
      Agreement to enforce or interpret the provisions of this Agreement, the
      prevailing party will be entitled to reasonable attorneys’ fees, in addition to
      any other relief to which that party may be entitled.

    


    G. Severability.
      If any
      provision of this Agreement is found to be illegal or unenforceable, the other
      provisions shall remain effective and enforceable to the greatest extent
      permitted by law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
      as
      of the date first written above.

    


    

      
        	
                CONSULTANT

              	 	 SOURCEFORGE,
                INC.	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                By:

              	/s/
                Ali Jenab	 	
                By:

              	/s/
                Robert M. Neumeister	 
	 	 	 	 	 	 	 	 	 	 
	
                Name:
                  

              	
                Ali
                  Jenab

              	 	
                Name:

              	
                Robert
                  M. Neumeister

              	 
	 	 	 	 	 	 	 	 	 	 
	
                Title:
                  

              	     
	 	
                Title:

              	
                Chairman
                  & CEO

              	 
	 	 	 	 	 	 	 	 	 	 
	
                Address
                  for Notice:

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	  
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	  
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	   
	 	 	 	 	 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    EXHIBIT
      A

    


    Services
      and Compensation

    


    1. Contact.
      Consultant’s principal Company contact:

    


    Name:
      Robert M. Neumeister

    


    Title:
      Chairman & Chief Executive Officer

    


    2. Services.
      The
      Services shall include, but shall not be limited to, the following:

    


    Consultant
      shall consult with the Company’s Chief Executive Officer and other appropriate
      officers and employees of the Company, on a timely and as requested basis,
      in
      order to assist with the transition of management responsibilities resulting
      from Robert M. Neumeister’s appointment as Chief Executive Officer and
      President of the Company.

    


    3. Compensation.

    


    A. The
      Company will pay Consultant $35,000 per month for a three (3) month period,
      subject to the provisions of Section 6.B. of this Agreement. Payment due dates
      shall be July 1, August 1 and September 8, 2008, and payments shall be made
      within 10 days of their respective payment due dates.

    


    B. The
      Company will reimburse Consultant for all reasonable expenses incurred by
      Consultant in performing the Services pursuant to this Agreement, if Consultant
      receives written consent from an authorized agent of the Company prior to
      incurring such expenses and submits receipts for such expenses to the Company
      in
      accordance with Company policy.

    


    4. Term.
      The
      term of this Agreement shall commence on June 10, 2008 and conclude on September
      8, 2008.

    


    This
      Exhibit
      A
      is
      accepted and agreed as of June 9, 2008.

    


    

      
        	
                CONSULTANT

              	 	 SOURCEFORGE,
                INC.	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                By:

              	/s/
                Ali Jenab	 	
                By:

              	/s/
                Robert M. Neumeister	 
	 	 	 	 	 	 	 	 	 	 
	
                Name:
                  

              	
                Ali
                  Jenab

              	 	
                Name:

              	
                Robert
                  M. Neumeister

              	 
	 	 	 	 	 	 	 	 	 	 
	
                Title:
                  

              	     
	 	
                Title:

              	Chairman
                & Chief Executive Officer