ACTIVE THREADS
                            PROGRAMMING SERVICES AGREEMENT:
                         WEB SITE DEVELOPMENT AND MAINTENANCE


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 Active Threads, a marketing consulting and
selling group, with a principal office located at 3713 Mt. Diablo Blvd.,
Lafayette, CA 94549 USA, hereinafter referred to as "Active Threads."

It is mutually agreed that:

1.  Purpose of the Agreement

    The purpose of this agreement is to provide an arrangement for internet
    site development and programming 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 Development

         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) Programming Services - includes HTML / Java / cgi, programming
            sufficient to make the site compatible with the widest range of
            browsers and platforms.
         c) Infrastructure development and implementation - specifically,
            making sure the site is compatible with the e-commerce functions
            necessary for online ordering, product fulfillment, and customer
            database development.

    2.2  Maintenance

         a) Continued site development and integration - providing the
            ongoing changes necessary to improve the site, add new features,
            and keep the site up-to-date.


3.  Fees & Commissions

    The following fee covers the cost of Active Threads' efforts for the
    scope of work described above:

    $10,000 per month fee

    Exclusions: Fees and commissions do not include the cost of special
    website software tools (if necessary), special custom programming that is
    outside the scope of work within this agreement, photography (if
    necessary), and other purchased items (if necessary).


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.

    Active Threads is not liable for delays or postponements caused by events
    beyond the scope of Active Threads' 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 months 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 Active Threads, are due as follows,: When
       each production item is ordered, Active Threads 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

    Active Threads 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 remains with Company. Therefore, Active Threads is not liable
    for errors or omissions that may be discovered after review of working
    documents and written approval by Company.

7.  Duration of the Agreement

    This Agreement shall continue in full force and effect for two (2) months
    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

    Active Threads or Company may terminate this agreement for any reason by
    providing ten (10) days written notice to the other party. Upon
    termination, Active Threads 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 web pages and source
    created by Active Threads 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 Active Threads. This work for hire assignment of ownership
    does not apply to, and specifically excludes the following:

    Active Threads does not own, nor can it transfer ownership of, or
    copyright software development tools provided by third parties for use by
    Company.

10. Expenses

    Active Threads shall not incur any expense on behalf of Company without
    prior written authorization. Active Threads 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

    Active Threads 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.

    12.2 Active Threads agrees that in all matters relating to this Agreement
         it shall be acting as an independent contractor; that neither Active
         Threads 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 Active Threads hereby agrees
         to assume all liabilities or obligations imposed by any or more of
         such laws, with respect to employees of Active Threads 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
1st day of May, 1999.


Active Threads                            The Free Software Club.


/s/ Marilson Campos                       /s/John Collins
-------------------------                 ----------------------
Marilson Campos                           John Collins
Authorized Signature                      Authorized Signature

President                                 Vice President
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Title                                     Title