Calico Internet Services, Inc.
2100 Treehouse Lane
Plano, Texas 75094
(972) 964-7015
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June 15, 2000

Mr. David McCune
FreewillPC.com, Inc.
709-B West Rusk
Suite 500
Rockwall, Texas 75087



Dear Mr. McCune:

We are  pleased to present the  following  proposal  for the  design,  build and
launch of the  website  for  FreewillPC.com,  Inc.  on the World Wide Web.  This
proposal addresses three distinct aspects of Freewill's internet presence:

        Website design
        Website hosting
        Website promotion

Freewill's  Website.  Create an  originally  designed,  interactive  website for
FreewillPC.com,  Inc.  This will  include  an  integrated  graphics  package  of
mastheads,  navigation  bars and  related  Freewill  imagery to  generate a well
composed, attractive site that has a professional appearance.

Build a Home Page, which introduces the visitor to Freewill's products utilizing
live  picture  panavision  and  describes  all of  the  features  and  resources
contained in Freewill's website.

Build a Products Section. This section will consist of up to ten pages, viewable
by the public,  and will feature Freewill products in up to 50 expandable photos
with associated text and retail pricing and ordering information.

Build a Links Page as a Freewill site resource, which allows visitors to link to
other  various  related  points of interest on the WWW.  The links will  include
framesets  so  visitors to the website  will  always see the  Freewill  logo and
navigation bars as they view other sites.

Build a Secure  Order Form which will create a virtual  shopping  basket,  where
customers  can add as many items as they wish,  and after they have  checked all
Freewill's  products  they wish to buy, they can click on a "Buy" button and our
server will have their order ready with the total amount computed.


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Build a Message  Center for a person  entering the website to send questions and
request  information,  notify  Freewill of an internet to  purchase,  as well as
register for the "Specials" email list. This feature  facilitates the capture of
information  pertaining  to Freewill's  consumers  and is a potential  source of
valuable market feedback.

Text Input

Text to be provided by Freewill  in a  scannable  context or  digitized  format,
either Word or Wordperfect.  Calico can also provide copyrighting services on an
hourly basis. Estimates of these costs will be provided upon request.

Photo Input

Photos are to be provided  by Freewill in  scannable  or  digitized  format.  60
photos are included in the quote. Each extra photo, together with up to 20 words
of associated text is $20 per picture.

Integration

Integrate the placement of text and graphics into a browserable  format.  Insert
graphics, navigation icons, make index hyperlink and format all pages.

Any new or revised material that you wish to submit to Calico for  incorporation
into the website must be sent in a timely manner, as delays in these submissions
may further the projected completion time for the site.

Time Frame For Completion

This site has a target  launch  date  thirty  days from the date of payment  and
receipt of site content from FreewillPC.com, Inc.

Total Wesite Design and
Development Cost:         $10,000

Hosting Cost:             $600 per year (first year of hosting is included)

Site Promotion:           Propagation to 100 search engines is included

Other promotions,  such as search engine prioritization and entering site of the
day award programs, will be the subject of a separate quote.

If this  proposal  is  acceptable,  please  indicate  by  executing  in the area
provided  below and  returning  a copy to me together  with your  payment in the
amount of $10,000  payable to Calico  Internet  Services,  Inc.  As agreed,  the
$10,000 payment will be in the form of 200,000 shares of restricted common stock
of FreewillPC.com,  Inc. As part of this agreement,  FreewillPC.com, Inc. agrees
that they will file a registration statement with the U.S. Securities & Exchange
Commission for a public offering.


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I look forward to working with you on this exciting  project and in serving your
future website design and hosting needs.

Sincerely,


John Baumann
President


Agreed and accepted this ______ day of June, 2000.

FreewillPC.com, Inc.

By: ____________________________

Title: ___________________________

Date: ___________________________