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                                                                   Exhibit 10.70

April 1, 1999

Mr. Chuck Reese
Chief Executive Officer
TECH SQUARED INC.
5198 West 76th Street
Edina, Minnesota 55439

Dear Chuck:

Tech Squared Inc. ("T2" or the "Company") hereby retains Bayview Capital Group,
Inc. ("Bayview") to act as its exclusive advisor to locate one or more potential
purchasers of certain operating assets and businesses of T2, specifically T2's
Net Direct Operations, T2's DTP Catalog Operations and T2's Distribution Sales
(the "Subject Businesses"), but only such Subject Businesses, and to initiate
negotiations regarding one or more such Transaction(s) on the terms and
conditions described below.

Bayview agrees to use its best efforts to actively market the Subject Businesses
for sale and to make an earnest effort to sell the Subject Businesses. The
Company shall, however, retain the sole and absolute discretion to accept or
reject the terms of any proposed sale or offer to purchase.

THE TRANSACTION(S)

The "Transaction(s)" shall include merger of the "Subject Businesses" into
another entity, or the sale of the Subject Businesses. "Transaction(s)" shall
not include a merger of the Company with, or any other transaction between the
Company and MacUSA, Inc. or Digital River, Inc. "Transaction(s)" shall also not
include any sale or other transaction relating to T2's mining properties.

ADVISORY FEES

Bayview will be entitled to a Success Fee, contingent upon the completion of one
or more Transaction(s), equal to:

         6% of the first $5,000,000 of Purchase Consideration paid or assumed
         plus 2% of any purchase consideration paid or assumed in excess of
         $5,000,000. As to any Transaction(s) (or portion of a Transaction)
         closed before June 30, 1999, the Success Fee related to the first five
         million dollars of Purchase Consideration shall be increased to 7%. In
         addition, as to any Transaction(s) ,which is for 100% cash, with no
         contingencies or holdback amounts and in the amount of not less than
         $100,000, the Success Fee otherwise payable shall be increased to 107%
         of the amount otherwise calculated.

If there are multiple Transaction(s), all such Transaction(s) shall be
considered as a single Transaction for calculation of Success Fees except that
the increases in such fee set forth in the preceding paragraph (i.e. the 1%
bonus related to transactions prior to June 30 and the 107%, multiplier related
to all-cash transactions) shall be payable only with respect to those
Transaction(s) meeting such requirements. If any Transaction(s) are completed,
the minimum fee shall be $100,000.


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Mr. Chuck Reese
April 1, 1999
Page 2


Each Success Fee shall be due immediately and payable on or after the time of
closing and at the time of each payment of a contingent portion of the Purchase
Consideration to the Company. The Success Fee on future, non-contingent payments
shall be computed based on the present value of those payments discounted at 8%
and shall be paid at closing. The Success Fee on contingent payments shall be
paid when the contingency is satisfied and the contingent payments are made.
Success Fees on future contingent payments shall be based on the percentage
schedule for Success Fees with the applicable percentage allocated in the order
payments are received.

PURCHASE CONSIDERATION

Purchase Consideration shall include all consideration paid or provided by the
Buyer to the Company or its shareholders. Such Consideration shall include, but
not be limited to, the value of (a) payments of cash, stock or notes; (b)
interest-bearing debt, either assumed or forgiven; (c) contingent payments; and
(d) non-compete or consulting agreements. For purposes of calculating Bayview's
fee, current assets minus current liabilities will not be less than zero.

EXPENSE REIMBURSEMENT AND RETAINER FEE

T2 agrees to reimburse Bayview for all reasonable and ordinary out-of-pocket
expenses incurred in connection with the Transaction(s). Bayview agrees that it
will not incur out-of-pocket expenses aggregating in excess of $5,000 without
the Company's prior written consent. Bayview shall account to T2 for all such
expenses.

T2 agrees to pay Bayview a retainer fee of $50,000 which shall be deemed earned
when paid. The Retainer Fee is due five (5) days from the date of this
Agreement.

TERM OF AGREEMENT

This Agreement will expire six (6) months from the date hereof but can be
extended by mutual agreement.

Bayview will inform T2 of introductions made to prospective purchasers on at
least a weekly basis. These communications may be done by e-mail or by fax to
Mr. Chuck Reese and Jeff Martin. Bayview will review its "hit list" of
prospective purchasers with T2 prior to initial contacts being made. Such "hit
list" will not include Digital River (or any subsidiary thereof) nor Chuck
Reese. If a transaction is not completed during the term of this Agreement but
is completed within twelve (12) months from the termination of this Agreement
with a party whom Bayview introduced to T2, and was supplied a confidentiality
agreement regarding the contemplated Transaction(s), T2 shall pay Bayview the
Success Fees as herein provided.



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Mr. Chuck Reese
April 1, 1999
Page 3


INDEMNIFICATION

T2 agrees to indemnify and hold Bayview and its affiliates, employees and agents
(each an "Indemnified Person") harmless from and against all losses, claims,
damages, liabilities, costs or expenses, including those resulting from any
threatened of pending investigation, action, proceeding or dispute whether or
not any Indemnified Person is a party to such investigation, action, proceeding
or dispute, arising out of Bayview's entering into or performing services under
this Agreement or arising out of any matter referred to in this Agreement. This
indemnity will also include Bayview's and/or such other Indemnified Person's
reasonable attorneys' and accountants' fees and out-of-pocket expenses incurred
in, and the cost of Bayview's personnel whose time is spent in connection with,
such investigations, actions, proceedings or disputes which fees, expenses and
costs will be periodically reimbursed to Bayview and/or to any such other
Indemnified Person by the Company as they are incurred; provided, however, that
the indemnity herein set forth will not apply where a court of competent
jurisdiction, or any person designated to resolve disputes between us, has made
a final determination that Bayview or any Indemnified Person acted in a grossly
negligent manner, engaged in willful misconduct, or violated any applicable laws
or regulations in the performance of Bayview's services under this Agreement
which gave rise to the loss, claim, damage, liability, cost or expense sought to
be recovered hereunder. The Company also agrees that neither Bayview nor any
Indemnified Person will have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with any act
or failure to act by Bayview as a result of Bayview's engagement under this
Agreement except for any such liability for losses, claims, damages, liabilities
or expenses incurred by the Company that is found in a final determination by a
court of competent jurisdiction, or any person designated to resolve disputes
between us, to have resulted from Bayview's gross negligence, willful misconduct
or violation of law. The terms and conditions set forth in this paragraph shall
survive the termination and expiration of this Agreement.

Bayview agrees to indemnify and hold the Company, its affiliates, employees and
agents (each an "Indemnified Person") harmless from and against all losses,
claims, damages, liabilities, costs or expenses, including those resulting from
any threatened or pending investigation, action, proceeding or dispute whether
or not any Indemnified Person is a party to such investigation, action,
proceeding or dispute, arising out of any matter referred to in this Agreement
where a court of competent jurisdiction, or any person designated to resolve
disputes between us, has made a final determination that Bayview acted in a
grossly negligent manner, engaged in willful misconduct, or violated any
applicable laws or regulations in the performance of Bayview's services under
this Agreement, which gave rise to the loss, claim, damage, liability, cost or
expense sought to be recovered hereunder. This indemnity will also include the
Company's and/or such other Indemnified Person's reasonable attorneys' and
accountants' fees and out-of-pocket expenses incurred in, and the cost of the
Company's personnel whose time is spent in connection with, such investigations,
actions, proceedings or disputes. Bayview also agrees that neither the Company
nor any Indemnified Person will have any liability (whether direct or indirect,
in contract or tort or otherwise) to Bayview for or in connection with any act
or failure to act by the Company as a result of Bayview's engagement under this
Agreement except for any such liability for losses, claims, damages, liabilities
or expenses incurred by Bayview that is found in a final determination by a
court of competent jurisdiction, or any person designated to resolve disputes
between us, to have resulted from the Company's gross negligence, willful
misconduct or violation of law. Notwithstanding, the amount of any
indemnification due and owing from Bayview shall not be greater than the amount
of fees collected or earned by Bayview pursuant to the terms and conditions of
this agreement. The terms and conditions set forth in this paragraph shall
survive the termination and expiration of this Agreement.



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Mr. Chuck Reese
April 1, 1999
Page 4


LIMITATION ON LIABILITY

If for any reason, the foregoing indemnification is unavailable to Bayview or
any other Indemnified Person or insufficient to hold them harmless, then the
Company will contribute to the amount paid or payable by Bayview or any such
other Indemnified Person as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and Bayview or any
other Indemnified Person on the other hand, but also the relative fault of the
Company and Bayview or any other Indemnified Person, as well as any relevant
equitable considerations. The reimbursement, indemnity and contribution
obligations of the Company set forth above shall be in addition to any liability
which the Company may otherwise have, and these obligations and the other
provisions set forth above shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, Bayview
and any other Indemnified Persons. The terms and conditions set forth in this
paragraph shall survive the termination and expiration of this Agreement.

If for any reason, the foregoing indemnification is unavailable to the Company
or any other Indemnified Person or insufficient to hold them harmless, then
Bayview will contribute to the amount paid or payable by the Company or any such
other Indemnified Person as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and Bayview on the
other hand, but also the relative fault of the Company and Bayview, as well as
any relevant equitable considerations. Bayview's reimbursement indemnity and
contribution obligations as set forth above shall be in addition to any
liability which Bayview may otherwise have, and these obligations and the other
provisions set forth above shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, Bayview
and any other Indemnified Persons. The terms and conditions set forth in this
paragraph shall survive the termination and expiration of this Agreement.

DISCLOSURE OF CONFIDENTIAL INFORMATION

         (a) DEFINITION OF CONFIDENTIAL INFORMATION. For purposes of this
Agreement, "Confidential Information" means any information that is not
generally known to the public that relates to the existing or reasonably
foreseeable business of the Company which has been expressly or implicitly
protected by the Company or which, from all of the circumstances, Bayview knows
or has reason to know that the Company intends or expects the secrecy of such
information to be maintained. Confidential Information includes, but is not
limited to, information contained in, or relating to, the development plans or
proposals, marketing plans or proposals, strategies, financial statements,
budgets, trade secrets, test data, other data, software licenses, pricing
formulas, customer and supplier information, employee information, research and
development information, designs, products, processes, manufacturing techniques,
know-how, and other proprietary information of the Company, whether written,
oral or communicated in another type of medium, whether disclosed directly or
indirectly, whether originals or copies, and whether or not legal protection has
been obtained or sought under applicable law. Bayview shall treat all such
information as Confidential Information regardless of its source and whether or
not marked as confidential.

         (b) BAYVIEW SHALL NOT DISCLOSE CONFIDENTIAL INFORMATION. Bayview will
not, during the term of Bayview's engagement or following the termination of
Bayview's engagement by the Company,


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Mr. Chuck Reese
April 1, 1999
Page 5


use, show, display, release, discuss, communicate, divulge or otherwise disclose
Confidential Information to any person, firm, corporation, association, or other
entity for any reason or purpose whatsoever, without the prior written consent
or authorization of the Company, unless such Confidential Information is already
in the public domain.

         (c) TITLE. All documents or other tangible or intangible property
relating in anyway to the business of the Company (including without limitation
the Subject Businesses) which come into Bayview's possession during the
engagement period shall be and remain the exclusive property of the Company, and
Bayview agrees to return all such documents, and tangible and intangible
property or copies thereof, which are the property of the Company or which
relate in any way to the business, customers, products, practices or techniques
of the Company, and all other property of the Company to the Company upon the
termination of Bayview's engagement by the Company, or at such earlier time as
the Company may request.

         (d) COMPELLED DISCLOSURE. In the event a third party seeks to compel
disclosure of Confidential Information by Bayview by judicial or administrative
process, Bayview shall promptly notify the Board of Directors of the Company of
such occurrence and furnish to the Board of Directors a copy of the demand,
summons, subpoena or other process served upon Bayview to compel such
disclosure, and will permit the Company to assume, at its expense, but with
Bayview's cooperation, defense of such disclosure demand. In the event that the
Company refuses to contest such a third party disclosure demand under judicial
or administrative process, or a final judicial order is issued compelling
disclosure of Confidential Information by Bayview, Bayview shall be entitled to
disclose such information in compliance with the terms of such administrative or
judicial process or order.

INDEPENDENT CONTRACTOR STATUS

The parties hereto agree that:

         (a) Bayview shall not be considered an agent or employee of the Company
for any purpose, but shall be an independent contractor. The Company shall not
exercise any supervision over Bayview in the performance of its services
hereunder, nor shall the Company require Bayview's compliance with detailed
orders or instructions. Bayview shall have no right or authority to assume or
create any obligation or responsibility, express or implied, on behalf of or in
the name of the Company, nor to accept service of legal process addressed to or
intended for the Company, or to bind the Company in any manner whatsoever.

         (b) Bayview shall not be treated as an employee for purposes of
employment taxes, income tax withholding and employee benefits. Bayview shall be
solely responsible for the payment of all applicable federal and state
self-employment and income taxes (including, without limitation, FICA and social
security).

MISCELLANEOUS

This Agreement sets forth the entire understanding of the parties relating to
the subject matter hereof and supersedes and cancels any prior communications,
understandings and agreements between the parties, whether written or oral. This
Agreement cannot be terminated or changed, nor can any of its provisions be
waived, except by written agreement signed by the parties hereto.


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Mr. Chuck Reese
April 1, 1999
Page 6


ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE
REFERRED TO THE AMERICAN ARBITRATION ASSOCIATION, MINNEAPOLIS, MINNESOTA, AND
ANY SUCH PROCEEDING WILL BE CONDUCTED IN MINNEAPOLIS, MINNESOTA. THE AWARD
DECISION OF 'THE ARBITRATORS WILL BE CONCLUSIVE AND BINDING UPON THE PARTIES AND
MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REFERENCE TO SUCH
STATE'S CONFLICTS OR CHOICE OF LAW PROVISIONS. THE PARTIES EXPRESSLY AGREE THAT
THE COURTS LOCATED IN THE STATE OF MINNESOTA WILL BE THE ONLY COURTS HAVING
JURISDICTION IN CONNECTION WITH ANY CONTROVERSY OR CLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND THAT SERVICE OF PROCESS BY REGISTERED OR
CERTIFIED MAIL SHALL BE DEEMED ADEQUATE AND LAWFUL. THE TERMS AND CONDITIONS SET
FORTH IN THIS PARAGRAPH SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS
AGREEMENT.

Any correspondence or notices pursuant to this Agreement will be delivered to
our respective addresses as set forth herein, unless and until we have given
each other written notice of a change of address.

If this letter sets forth the understanding between us, please sign and date the
copy of this letter under the word "agreed" and return the signed copy to us.

Sincerely,



/s/ Peter J. Slocum
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Peter J. Slocum, Managing Director
Bayview Capital Group



Agreed and accepted this 5th day of Apirl, 1999

TECH SQUARED INC.

By: /s/ Chuck Reese
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Chuck Reese
Its: Chief Executive Officer