RE:LAUNCH
                           MARKETING SERVICES AGREEMENT:
               WEB SITE DESIGN, CREATIVE SERVICE, AND CONSULTING


This agreement, effective this 1st day of May, 1999, by and between The Free
Software Club at 600 Bancroft Way, Berkeley, CA 94710 USA, hereinafter
referred to as "Company," and Re:Launch, a marketing consulting and selling
group, with a principal office located at 600 Bancroft Way, Berkeley, CA
94710 USA, hereinafter referred to as "Re:Launch."

It is mutually agreed that:

1.  Purpose of the Agreement

    The purpose of this agreement is to provide an arrangement for internet
    marketing and design services for Company as described herein.

2)  Scope of Work:

    This scope of work outline is based on our initial information and may
    be added to at a future date.  It will include the following:

    2.1  Website Design and Maintenance

         a) Site Plan and Strategy - consulting with Company and its staff
            to develop a web strategy, outlining the purposes and functions
            of the site.
         b) Graphic Design and Copy writing - designing the overall look and
            feel of the site, and all copy writing for each of the pages.
         c) Continued site development and integration - providing the
            ongoing changes necessary to improve the site, link to search
            engines, and keep the site up-to-date.

    2.2  Consulting and Promotion

         a) Consulting - Strategic planning and consulting for human
            resources, operations, finance, and sales and marketing.  Assist
            with business plan development.
         b) Marketing Promotion - creating an ongoing company promotion,
            including outlining budgets and forecasts for each activity. The
            marketing programs includes, website promotion, developing
            strategies for cross-promotion with strategic partners, improved
            search engine listings, opt-in email programs, online and
            offline marketing, and other strategies as outlined and approved
            in the future.

    2.3  Creative Services

         a) Company Identity Kit - Creative design for company identity kit
            including letterhead, portfolios, envelopes, and business cards.
         b) Graphic Design and Copy writing - Company marketing materials as
            needed including collateral brochures, direct mail, opt-in email
            etc..

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3.  Fees & Commissions

The following fee covers the cost of Re:Launch's efforts for the scope of
work described above:

    $15,000 per month fee

Exclusions: Fees and commissions do not include the out-of-pocket costs,
including but not limited to cost of additional marketing programs such
additional costs for marketing promotion materials.

4.  Schedule & Approval Milestones

Approvals will be given at appropriate stages of development of each project
phase. These approvals constitute authorization to proceed to project
completion.

Re:Launch is not liable for delays or postponements caused by events beyond
the scope of Re:Launch's control which may include, but not be limited to:
product development delays, client requested Author's Changes, delays caused
by Company's failure to meet any Production Schedule milestones, power
failures, Acts of God such as inclement weather or earthquake, or civil
upheaval such as riot or insurrection.


5.  Billing Terms

Payments for marketing and creative services are due according to the
following schedule:

    a) 50% of the first month's fee is due upon signature of this agreement.
       The 50% balance will be billed immediately and due in 30 days.
    b) Subsequent monthly billings will be billed on the first of each
       month and due on Net 30 terms.
    c) Payment for any additional production costs that are purchased for the
       project and billed through Re:Launch, are due as follows,: When each
       production item is ordered, Re:Launch will submit an invoice for the
       total amount due. Payment of this invoice is due on Net 30 terms.
    d) A finance charge of 1.5% per month or 18% per year will be applied to
       any balance outstanding more than thirty days. Work may be suspended
       if the payment schedule is not maintained, and may be  resumed when
       progress payments are paid up to date.

6.  Errors or Omissions

Re:Launch takes every precaution and is extremely diligent in its efforts to
assure the correct and timely execution of project assignments. However,
ultimate responsibility for the accuracy of product or service benefit and
feature claims, copy, layout, and photography remains with Company.
Therefore,
Re:Launch is not liable for errors or omissions that may be discovered after
review of working documents and written approval by Company.

<PAGE>

7.  Duration of the Agreement

This Agreement shall continue in full force and effect for one (1) year from
the date of its execution, and by mutual agreement by both parties this
Agreement may be extended on a month to month basis; however, this Agreement
may be terminated as outlined in Section 8 of this Agreement.

8.  Termination

Re:Launch or Company may terminate this agreement for any reason by providing
ten (10) days written notice to the other party. Upon termination, Re:Launch
will be compensated on pro-rated basis for the monthly fee up until the date
of termination.

9.  Assignment of Ownership

Company is granted full rights of ownership for photographs, copy,
illustrations, web pages and graphic design created by Re:Launch employees
and included in the final published editions of any work provided as part
of this agreement. This work for hire ownership is valid upon payment in
full of all fees and expenses by Company to Re:Launch. This work for hire
assignment of ownership does not apply to, and specifically excludes, the
following:

Photographs or illustrations created by any third party who is not an
employee of Re:Launch. This may include, but not be limited to, stock
or original photographs and illustrations.

Re:Launch does not own, nor can it transfer ownership of, or copyright
to photographs or illustrations provided by third parties for use by Company.

10. Expenses

Re:Launch shall not incur any expense on behalf of Company without prior
written authorization. Re:Launch shall cover all normal expenses of
telephone, fax, FedEx and other charges involved in consulting effort.
Expenses specifically for Company outside of the normal expenses above
will not be incurred without prior authorization from Company. Purchased
goods and services are subject to a 20% markup. Such expenses may include
some travel and costs to acquire specific data from trade or research
organizations.

11. Confidentiality

Re:Launch agrees that during the term of this Agreement or at any time
thereafter it will not disclose to any firm or to any person any confidential
information concerning the business or affairs of Company or any confidential
information concerning the product manufactured or offered for sale by
Company which may have been acquired in the course of the performance of
this contract.

12. General Provisions

    12.1  Any notice or communication required or permitted hereunder shall
          be in writing and transmitted by mail or courier.

<PAGE>

    12.2  Re:Launch agrees that in all matters relating to this Agreement it
          shall be acting as an independent contractor; that neither
          Re:Launch nor its employees are employees of Company under the
          meaning or application of any Federal or state Unemployment Law,
          Old Age Benefit Law, other Social Security Laws, any Workman's
          Compensation, Industrial Law, or otherwise; and that Re:Launch
          hereby agrees to assume all liabilities or obligations imposed by
          any or more of such laws, with respect to employees of Re:Launch in
          the performance of this Agreement.

    12.3  This contract will be governed by California law and any disputes
          arising out of or relating to this agreement shall be filed only in
          the federal or state courts in the state of California.

    12.4  This Agreement may be amended or assigned only in writing, and
          upon mutual consent of the parties hereto.

    12.5  If any action in law or equity, including an action of declaratory
          relief, is brought to enforce or interpret the provisions of this
          Agreement, the prevailing party shall be entitled to reasonable
          attorney's fee, which may be set by the Court in the action, or in
          a separate action brought for that purpose in addition to any other
          relief to which the prevailing party may be entitled.

This agreement contains the entire agreement between the parties hereto and
supersedes any and all other agreements whether written or oral between the
parties relating to the same and agreed by the parties.  No modification or
amendment shall be effective unless in writing and executed by both parties.


IN WITNESS WHEREOF, the parties have executed this Agreement in their names,
by their proper and duly authorized officers or representatives, as of this
________ day of _____________, 1999.


Re:Launch                                 The Free Software Club

/s/ Richard Miles                         /s/ Richard Miles
-------------------------------           --------------------------------
Richard Miles                             Richard Miles
Authorized Signature                      Authorized Signature

President                                 Secretary/Treasurer
-------------------------------           --------------------------------
Title                                     Title

/s/ John Collins                          /s/ John Collins
-------------------------------           --------------------------------
John Collins                              John Collins
Authorized Signature                      Authorized Signature

Vice President                            President
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Title                                     Title