EXHIBIT
      NO. 10.3

    
      	SourceForge,
              Inc.	t:
              510.687.7000
	46939
              Bayside Parkway	f:
              510.687.7155
	Fremont,
              CA 94538	www.sourceforge.com


    

    


     

    

     

    July
      8,
      2008

     

    


    Robert
      M.
      Neumeister, Jr.

    2729
      Silver Cloud Drive

    Park
      City, UT 84060

     

    Re: 
      Interim
      Employment

     

    Dear
      Bob:

     

    I
      am
      pleased to confirm your commencement of part-time employment, as of June 5,
      2008, and your appointment to the regular, part-time position of Interim
      President and Interim Chief Executive Officer (the “Interim CEO”) at
      SourceForge, Inc. (“SourceForge” or the “Company”), effective June 10, 2008. As
      Interim CEO, you report directly to the Company’s Board of Directors (the
“Board”). Although this is an interim position, and we anticipate that your term
      of employment will be six (6) months or less, both you and the Board agree
      that
      this is an “at-will” employment relationship that may be terminated by either
      you or the Company at any time, with or without cause and with or without
      notice. Similarly, the employment relationship may extend beyond six (6) months
      by mutual agreement.

     

    Should
      you formally accept this offer, the Company will provide you the following
      remuneration for your services as Interim CEO:

     

    
      	 	
              ·

            	
              Monthly
                Salary:
                The Company will pay you a monthly salary of Fifty Thousand Dollars
                ($50,000), less applicable withholdings. Such compensation shall
                be paid
                bi-weekly in accordance with normal Company payroll practices commencing
                June 5, 2008.

            


    

     

    
      	 	
              ·

            	
              Discretionary
                Bonus:
                The Compensation Committee of the Board (the “Committee”) will evaluate
                your total compensation package and may, in its complete discretion,
                determine that it is in the Company’s interest to grant you a
                discretionary bonus, based upon your accomplishment of certain
                performance-based objectives as determined by the Committee that
                may
                include, but are not limited to: (1) the selection, recruitment,
                and
                hiring of a full-time Chief Executive Officer; (2) the retention
                of key
                personnel; (3) maintenance of management and employee morale; and
                (4)
                continued operation of the Company’s business during the period leading up
                to the hiring of a full-time Chief Executive Officer. The award of
                any
                discretionary bonus should not be construed as conferring upon you
                any
                right to continued employment with the Company, or to any future
                discretionary bonus.

            


    

     

    
      	 	
              ·

            	
              Stock
                Option Plan:
                The Committee may evaluate your total compensation package and, in
                its
                complete discretion, determine that it is in the Company’s interest to
                grant you certain stock options or other equity awards in connection
                with
                your services as Interim CEO. Any grant of stock options or other
                equity
                awards will be wholly discretionary in nature, in recognition of
                performance or anticipated performance, and will not create any obligation
                on the part of the Company to maintain your employment through any
                part of
                the vesting schedule, or to grant additional options or other equity
                awards in the future.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              ·

            	
              Travel,
                Living Expenses, and Business Expenses:
                It is the understanding of the Company that you do not plan to move
                your
                family’s primary residence to the San Francisco Bay Area during your
                employment as Interim CEO. You agree that you will be present at
                the
                Company’s Mountain View offices as often as reasonably necessary to
                fulfill your duties as Interim CEO, but we recognize that you will
                not be
                at the Mountain View offices on a full-time basis. During the term
                of your
                service as Interim CEO, the Company will reimburse you for your reasonable
                and documented work related expenses, including, but not limited
                to:
                living expenses in the Bay Area during your tenure as Interim CEO
                (including apartment rental/executive extended stay housing costs);
                airfare for your travel between the Company’s Mountain View offices and
                your permanent residence; and a rental car for such periods that
                you are
                working in the Company’s Mountain View offices. To the extent that such
                reimbursed expenses are taxable to you and are not a “working condition
                fringe" under Section 132(d) of the Internal Revenue Code of 1986,
                as
                amended, the Company agrees to “gross up” such taxable reimbursements in
                an amount that, after payment of all federal, state and local taxes
                by you
                (excluding, however, any tax penalties or excise taxes not attributable
                to
                a Company failure or mistake by omission to act), such reimbursements
                will
                be provided to you on a tax-neutral
                basis.

            


    

     

    You
      should note that that Company may modify salaries and benefits from time to
      time
      as it deems necessary.

     

    Employee
      Benefits

     

    As
      Interim CEO, you are classified as a part-time employee, regularly scheduled
      to
      work less than thirty (30) hours per week. As a part-time employee, with the
      exception of legally mandated benefits (such as Social Security and workers’
compensation insurance), you will not be eligible to receive the Company’s
      normal employee benefits package, which include health insurance, dental
      insurance, and a 401(k) retirement plan. You will receive up to three weeks
      (15
      working days) of paid time off (“PTO”) per year accrued bi-weekly on the basis
      of your length of employment from your date of hire.

     

    At-Will
      Employment

     

    The
      Company is excited about your joining and looks forward to a beneficial and
      productive relationship. Nevertheless, you should be aware that your employment
      with the Company is for no specified period and constitutes at-will employment.
      As a result, you are free to resign at any time, for any reason or for no
      reason. Similarly, the Company is free to conclude its employment relationship
      with you at any time, with or without cause, and with or without notice. We
      request that, in the event of resignation, you give the Company at least two
      weeks notice.

     

    Additional
      Requirements

     

    At
      the
      commencement of your employment, you were required to sign SourceForge’s policy
      documents on a variety of topics, including confidentiality, conflict of
      interest, business conduct, and ethics.

     

    The
      Immigration Reform Control Act requires employers to verify eligibility of
      all
      personnel for employment in the United States. We are in receipt of Part A
      of
      the Eligibility Verification Form (INS form I-9), which you provided along
      with
      the required documentation to the Company when you reported for work on your
      first day.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    We
      also
      ask that, if you have not already done so, you disclose to the Company any
      and
      all agreements relating to your prior employment that may affect your
      eligibility to be employed by the Company or limit the manner in which you
      may
      be employed. It is the Company’s understanding that any such agreements will not
      prevent you from performing the duties of your position and you represent that
      such is the case. Moreover, you agree that, during the term of your employment
      with the Company, you will not engage in any other employment, occupation,
      consulting, or other business activity directly related to the business in
      which
      the Company is now involved or becomes involved during the term of your
      employment, nor will you engage in any other activities that conflict with
      your
      obligations to the Company. Similarly, you agree not to bring any third-party
      confidential information to the Company, including that of your former employer,
      and that you will not in any way utilize any such information in performing
      your
      duties for the Company.

     

    At
      SourceForge we depend on the commitment, enthusiasm, and skills of our team
      members to lead the Company’s growth. Each person has both the luxury and the
      duty to contribute to the future success of the Company in the most meaningful
      way he or she can. We therefore expect you to play a key role in the growth
      and
      success of our business. I look forward to having you on the team and to working
      with you to carry out the vision and mission of SourceForge.

     

    Entire
      Agreement

     

    This
      letter, along with the policy documents referenced herein, any indemnification
      agreement between you and the Company entered into in connection herewith,
      and
      any agreements relating to proprietary rights between you and the Company,
      set
      forth the terms of your employment with the Company and supersede any prior
      representations or agreements including, but not limited to, any representations
      made during your interviews or relocation negotiations, whether written or
      oral.
      This letter, including, but not limited to, its at-will employment provision,
      may not be modified or amended except by a written agreement signed by you
      and a
      member of the Board, with the concurrence of the full Committee.

     

    Effectiveness
      of Offer

     

    This
      offer of employment will terminate if it is not accepted, signed, and returned
      within five (5) days. To indicate your acceptance of the Company’s offer, please
      sign and date this letter in the space provided below. A duplicate original
      is
      enclosed for your records. Please return the signed original to my attention
      by
      both fax (650-425-3788) and mail.

     

    Please
      feel free to contact me directly should you have any questions. We look forward
      to your favorable reply and to working with you at SourceForge,
      Inc.

    
      	
              Sincerely,

            
	 
	
              SOURCEFORGE,
                INC.

            
	
               

            
	
               

            
	
               

            
	
              //s//
                David Wright

            
	
              David
                Wright

            
	
              Member,
                Board of Directors

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    ACCEPTANCE
      AND ACKNOWLEDGMENT

     

    I,
      Robert
      M. Neumeister, hereby fully accept the offer of interim employment at
      SourceForge, Inc. (“SourceForge” or the “Company”) as the Company’s Interim
      President and Interim Chief Executive Officer (“Interim CEO”), as set forth in
      this offer letter (“Offer Letter”). 

     

     

    
      	
              //s//
                Robert M. Neumeister,
                Jr.                               
                

            
	
              Robert
                M. Neumeister, Jr.

            
	
              Signature
                Date: July 8, 2008

            
	
              Start
                Date: June 5, 2008

            


    

    


     

     

    
      
        
        

      

      
        -4-