RED HAT ISV PARTNER AGREEMENT

This  is  a  software  development  and  marketing  agreement.  Red Hat, Inc., a
Delaware corporation ("Red Hat"), and VirtualSellers.com, a Illinois corporation
("ISV"),  enter into this agreement as of the last date following the signatures
below.

1.  DEFINITIONS
    -----------

A.  "Product"  means  the  "Official  Red  Hat  Linux"  product, version 6.1 and
greater,  of  Red  Hat  as  released  by  Red  Hat.

B.  "LACD"  means  the  Linux Applications CD, which is a collection of software
applications  of  third parties that is included with the Product, as determined
by  Red  Hat  in  its  discretion  from  time  to  time.

C.  "Confidential  Information"  means  any  information  identified  as  being
Confidential  Information  by  either party, either orally or in writing, at the
time  it  is  disclosed,  or  designated  as  confidential  in  writing  (either
electronically  or  by  other  means)  within 30 days following such disclosure.
Confidential  Information  shall  not include any information that the receiving
party  can  demonstrate  (a)  was  generally  in  the public domain prior to the
disclosure,  (b) becomes generally known or part of the public domain through no
action  or  disclosure  by the receiving party, (c) can be shown to have been in
the  rightful  possession  of  the  receiving  party  without  confidentiality
restriction  prior  to having been identified as Confidential Information by the
disclosing  party,  or (d) is independently developed by receiving party without
reference  to  Confidential  Information.

2.  FEES  AND  PAYMENTS
    -------------------

In  consideration  for the benefits to be provided by Red Hat to ISV pursuant to
this  Agreement,  ISV  shall  pay  to  Red  Hat  an  annual participation fee of
$2,495.00.  This  payment  shall  be  non-refundable.  Payment  shall be in U.S.
funds,  shall  be  due  at the time of execution of this Agreement, and shall be
deemed  to  be  made  upon  receipt of funds by Red Hat.  Red Hat shall incur no
obligation  pursuant to this Agreement unless and until Red Hat receives payment
from  ISV  as  set  forth  in  this  section.

3.  PRESS  AND  PUBLICITY
    ---------------------

A.  Neither  party shall issue a press release related to this Agreement without
first  obtaining  the  approval  of  it  from  the  other  party.

B.  Red  Hat  shall  develop  and  maintain on its web site an index of software
application  products  available for Red Hat Linux and shall list the applicable
products of ISV on such list.  The information to be provided on the index shall
be  supplied  by ISV on the attached Exhibit B and shall be submitted to Red Hat
at  the time of execution of this Agreement.  Red Hat shall maintain a link from
its  site  to  ISV's  site  and  to  other  sites  agreed  to  by  both parties.

C.  ISV grants to Red Hat, and Red Hat accepts, the right and license to use and
display  the  trade name, corporate logo, and other trademarks of ISV related to
the  software  applications of ISV listed on the attached Exhibit B, for display
on  Red  Hat's  web  site,  for  the  purposes  described in section 3.B of this
Agreement.  All  use of the name, corporate logo, and other trademarks of ISV by
Red  Hat  under  this  Agreement  shall  inure  solely  to  the  benefit of ISV.

4.  PRODUCT  BUNDLING
    -----------------

ISV shall have the option, but not the obligation, to apply for participation in
the  LACD.  The  terms and conditions for the LACD are set forth in Exhibit A of
this Agreement, "Red Hat LCD Agreement."  The submission to Red Hat of Exhibit A
signed by ISV shall be deemed to be an acceptance of the terms and conditions of
Exhibit  A  and shall be deemed to be ISV's application for participation in the
LACD  program.  Red  Hat  reserves the right to determine in its sole discretion
whether  ISV  is  selected  for  participation  in  the  LACD.

5.  TRAINING  AND  SUPPORT
    ----------------------

A.  Red Hat shall present to ISV during the term of this Agreement opportunities
for  support  and  training  services  to  be provided by Red Hat related to the
development  of  software  applications  for  Red  Hat  Linux.  Such support and
training,  as  well as the content, terms and conditions of such training, shall
occur  at  a  time  and place to be determined by Red Hat in its discretion from
time  to  time.

B.  Red  Hat  shall  provide to ISV a "Developer Resource Kit" within 60 days of
the  effective  date  of

<PAGE>

this  Agreement.  The  Developer Resource Kit shall be a collection of software,
documentation,  and other materials designed to assist ISV in the development of
software  applications  that run on Red Hat Linux.  The content of the Developer
Resource  Kit  shall  be determined by Red Hat and may be modified by Red Hat in
its  discretion  from  time  to  time.

C.  Red  Hat shall provide to ISV beta releases of new versions of Red Hat Linux
during  the term of this Agreement.  Beta releases shall be provided pursuant to
a  schedule  and  by  a  means  determined  by  Red  Hat  in  its  discretion.

6.  PROPRIETARY  RIGHTS
    -------------------

Each  party  acknowledges  and  agrees  that  the  other  party  may own certain
intellectual  property rights, including, without limitation, patent, copyright,
trade  secret  and trademark rights.  Other than as set forth in this Agreement,
each  party  retains all right, title and interest to its intellectual property.
This  Agreement  grants  no  implied license or other rights with respect to any
intellectual  property  interest  of  either  party.

7.  TERMS  AND  TERMINATION
    -----------------------

A.  This  Agreement shall be effective on the last date following the signatures
below  and  the  initial  term shall be one year.  Any renewal of this Agreement
must  be in writing and must be signed by both parties in order to be effective.

B.  Either  party  may  terminate  this Agreement for any reason by providing 30
days  written  notice  to  the  other  party.  Either  party  may terminate this
Agreement immediately in the event that the other party becomes insolvent, makes
a  general  assignment  for  the  benefit  of  creditors, or avails itself of or
becomes  subject to any proceeding in bankruptcy or other proceeding relating to
insolvency  or  protection  of  creditors.

8.  LIMITATION  OF  LIABILITY
    -------------------------

Red  Hat's  aggregate  liability  for  damages  claimed under this Agreement and
arising  out  of Red Hat's performance of services hereunder shall be limited to
the  total  fees paid by ISV to Red Hat pursuant to Section 2 of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR ANY DAMAGES OR
LIABILITY  ARISING  OUT  OF  THE  LACD  AGREEMENT,  WHICH  ARE  GOVERNED  BY THE
PROVISIONS  CONTAINED  IN  THE LACD AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
OR  CONSEQUENTIAL  DAMAGES, PUNITIVE DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS
OF  DATA,  USE OR PROFITS, OR LOSS OF CONTRACTS OR BUSINESS OPPORTUNITY, ARISING
OUT  OF  THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT OR ARISING
OUT  OF  EITHER PARTY'S PERFORMANCE OR NON-PERFORMANCE HEREUNDER, WHETHER OR NOT
REASONABLY FORESEEABLE AND EVEN IF THE PARTY AGAINST WHOM A CLAIM FOR DAMAGES IS
MADE  HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE
FORM  OF  ACTION,  WHETHER  IN  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE), STRICT
LIABILITY,  ARISING  UNDER  STATUTE  OR  OTHERWISE.

9.  DISCLAIMER  OF  WARRANTY
    ------------------------

To  the  maximum  extent  allowable  by  applicable  law, THE GOODS AND SERVICES
PROVIDED  BY RED HAT PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND RED HAT
MAKES  NO  WARRANTY  TO  ANY  PERSON  OR ENTITY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING,  WITHOUT  LIMITATION,  ANY  CONDITIONS  OF  QUALITY  AND  ANY IMPLIED
WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

10.  CONFIDENTIALITY
     ---------------

A.  Red  Hat  and  ISV agree that, during the term of this Agreement, each party
may  disclose  to  the  other certain Confidential Information.  In the event of
such  disclosure,  each  party  agrees  that  it  will not use the other party's
Confidential  Information  except  as  necessary to achieve the purposes of this
Agreement,  and  will  not  disclose  such Confidential Information to any third
party.  The  receiving  party  may  disclose  Confidential  Information  to  its
employees,  agents  and  contractors  with  a  bona  fide  need  to  know  such
Confidential  Information  , but only to the extent necessary to discharge their
duties under this Agreement, and only if such employees, contractors, agents, as
the  case  may  be,  are advised of the confidential nature of such Confidential
Information  agreement  to  protect  the  confidentiality  of  such Confidential
Information.

<PAGE>

B.  ISV  agrees  that  all of its employees, contractors, and other agents shall
enter  into  or  have  entered into a separate written confidentiality agreement
with  ISV  that  ensures they will comply with the confidentiality provisions of
this  Agreement.

C.  The  receiving  party  agrees  not  to  reproduce  or  copy  by  any  means
Confidential  Information,  except  as  reasonably  required  to  accomplish the
purposes of this Agreement.  Upon demand by the disclosing party at any time, or
upon  termination  or  expiration  of  this Agreement, the receiving party shall
return  promptly  to  the disclosing party or destroy, at the disclosing party's
option, all tangible materials that disclose or embody Confidential Information;
provided,  however,  that  the  receiving  party  may  retain  one  copy  of the
disclosing  party's  Confidential  Information  for  archival  purposes  only.

D.  The  obligations  of  this  section  shall survive for three years after the
termination  of  this  Agreement.

11.  FORCE  MAJEURE
     --------------

Neither  party shall be liable for its failure to perform any of its obligations
hereunder,  including,  but  not  limited  to,  delivery obligations, during any
period  in  which such failure of performance is caused by an act of God; act of
any  federal,  state,  or local governmental authority; fire or flood; strike or
labor unrest; degradation of telecommunications service; degradation of computer
services not under the direct control of such party; or unusually severe weather
conditions.  Delays  in  delivery due to events beyond either party's reasonable
control  shall  automatically extend the delivery date for a period equal to the
duration  of  such  events.

12.  MISCELLANEOUS
     -------------

A.  This  Agreement is not an exclusive arrangement, and each party remains free
to  enter  into  similar  agreements  with  other  parties.

B.  This  Agreement  shall  be  governed by and shall be construed in accordance
with  the  laws of the State of North Carolina, U.S.A., regardless of its choice
of law provisions.  The parties each agree that they are subject to the personal
jurisdiction of the state and federal courts within the State of North Carolina,
and each waives the right to challenge the personal jurisdiction of those courts
over it.  The United Nations Convention on Contracts for the International Sales
of  Goods  shall  not  apply  to  this  Agreement.

C.  Any  notice  under this Agreement shall be in English, in writing, and shall
be  deemed  to  be given upon receipt.  Notices to Red Hat shall be delivered to
Counsel, Red Hat, Inc., 2600 Meridian Parkway, Durham, NC 27713 USA.  Notices to
ISV  shall  be  delivered  to  3075  Tollview,  Rolling  Meadows,  Il  60008.

D.  This  Agreement,  including  all  Schedules,  constitutes  the  entire
understanding  of  the  parties.  This  Agreement  supersedes and terminates all
prior representations, warranties and agreements, written or oral, regarding the
subject matter of this Agreement.  Any modification to this Agreement must be in
a  writing  signed  by  both  parties.

E.  All  covenants  and  obligations  of  sections  6,  8,  9, 10 and 12 of this
Agreement  shall  survive  the  termination  of  this  Agreement.

F.  If  one  or  more  of  the  provisions  contained  in this Agreement is held
invalid,  illegal  or  unenforceable  in  any  respect by any court of competent
jurisdiction,  such  holding  will  not  impair  the  validity,  legality,  or
enforceability  of  the  remaining  provisions.

G.  Headings in this Agreement are used for convenience of reference only and do
not  affect  the  interpretation  of  the  provisions.

H.  Failure  or  delay  on  the part of any party to exercise any right, remedy,
power  or  privilege hereunder will not operate as a waiver.  Any waiver must be
in  writing  and  signed  by  the  party  granting  such  waiver  in order to be
effective.

I.  No  provision  of  this Agreement is to be interpreted for or against either
party  on  the  grounds  that  one  party  or the other, or their legal counsel,
drafted  such  provision.

J.  In  the  event  that  Red  Hat is merged with or consolidated into any other
entity, or in the event that substantially all of the assets of Red Hat are sold
or  otherwise  transferred to any other entity, the provisions of this Agreement
will  be  binding  upon,  and  inure  to  the  benefit  of,  such  other entity.

K.  Nothing  in  this Agreement shall be construed to make the parties partners,
joint  venturers,  representatives,  or  agents  of each other, nor shall either
party  so  hold  itself  out.

<PAGE>

To  show their assent, the duly authorized representatives of the parties hereto
have  signed  this  Agreement.

RED  HAT,  INC.  ("Red  Hat")

/s/     Craig  Delger
---     -------------
Signature

Craig  Delger
-------------
Name

Business  Dev  Mgr
------------------
Title

2/11/00
-------
Date


VIRTUALSELLERS.COM  ("ISV")

/s/     Kevin  A.  Wielgus
---     ------------------
Signature

Kevin  A.  Wielgus
------------------
Name

VP  of  Operations
------------------
Title

2/10/00
-------
Date