VIRTUALSELLERS COM INC
RED HAT LACD AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>19
<FILENAME>0019.txt
<DESCRIPTION>RED HAT LACD AGREEMENT
<TEXT>


                             RED HAT LACD AGREEMENT

This  is  a  computer  software license and publishing agreement.  Red Hat, Inc.
("Red  Hat"),  a  Delaware  corporation,  and  VirtualSellers.Com ("Partner"), a
Illinois  corporation,  enter  into this agreement as of the last date following
the  signatures  below.

1.  DEFINITIONS
    -----------

A.  "Software"  means  the  computer  software  product  of Partner which is the
subject  of  this Agreement, as more fully described in the attached Schedule A,
and  includes  new versions, releases and updates released by Partner during the
term  of  this  Agreement.

B.  "Documentation"  means  the  instructions  and  other  written guidance from
Partner  designed  to  assist  an  End  User  in  using  the  Software.

C.  "Product"  means  the  product of Red Hat currently titled "Official Red Hat
Linux,"  as well as any other official product of Red Hat, nor or at any time in
the  future,  that  includes  the  Software.

D.  "Publisher"  means a third party designated by Red Hat that has entered into
a  separate  written  agreement  with  Red  Hat  that permits the third party to
produce  and  market  products  with  the  "Red  Hat"  brand.

E.  "End  User"  means  any party licensed by Red Hat or Partner to use, but not
further  distribute,  the  Software.

2.  LICENSE  GRANT  AND  FEES
    -------------------------

A.  Partner  grants  to  Red Hat a non-exclusive, worldwide right and license to
reproduce  the Software on any tangible media, to distribute the Software to End
Users,  directly  or through distributors, and to sublicense the Software to End
Users.  Red  Hat may include the Software as part of the Product or as part of a
collection  of similar software products of third parties, but may not reproduce
or  distribute the Software as a stand-alone product.  Partner grants to Red Hat
the  right  to reproduce and distribute any portion or all of the Documentation,
but  only  in  conjunction  with  the  Software.

B.  Partner  grants  to Red Hat a non-transferable, non-exclusive license to use
the  Software  for  its  internal  business  purposes, subject to the applicable
provisions  of  the  end  user  license  agreement  for  the  Software.
C.  Partner  grants  the  licenses  in  this  Section  to  Red  Hat without fee.

3.  ADDITIONAL  OBLIGATIONS
    -----------------------

A.  Partner  shall  ensure that Software is compatible with and is built against
the  latest  official  release  of  Red  Hat  Linux.  Partner  bears  complete
responsibility for all technical functionality and all other aspects of Software
with  respect  to  Red  Hat  Linux.

B.  Red  Hat does not have the obligation to reproduce, market or distribute the
Software in any manner.  Red Hat reserves the right to determine whether it will
reproduce,  market  or  distribute the Software as part of the Product or in any
other  manner,  and  retains  the  complete  discretion  to  make that decision.

C.  If Red Hat chooses to reproduce, market and distribute the Software pursuant
to  this  Agreement,  then  Red  Hat  shall  be  responsible  for  all  costs of
manufacturing,  distribution,  sales,  and  marketing of the Product pursuant to
this  Agreement.

4.  TRADEMARKS
    ----------

A.  Partner  grants  to Red Hat the right and license to use and display any and
all  trademarks  of Partner associated with the Software, including the name and
logo  of  the  Software  and  the  name  and  logo  of Partner (collectively the
"Marks"),  on  the  Product  packaging  and  on  any and all marketing materials
(including  advertisements,  web  pages,  and printed materials) for the Product
that  contains  the  Software.

B.  Red  Hat  shall not combine any of the Marks with any of its own trademarks.
Red Hat agrees to comply with the reasonable trademark use guidelines of Partner
that  it  provides  to  Red  Hat.  Upon Partner's request, Red Hat shall provide
Partner  with  a  sample  of  any  Product  or  Documentation bearing the Marks.

5.  PUBLISHERS
    ----------

Partner grants to Red Hat the right to sublicense the rights granted in Sections
2  and  4  of this Agreement to any Publisher, but only to the extent reasonably
necessary  to  permit Publisher to produce a Publisher Product.  This right, and
the  resulting  sublicenses

<PAGE>

granted  by  Red  Hat,  are  granted without fee to Red Hat or to any Publisher.

6.  TERM  AND  TERMINATION
    ----------------------

A.  This  Agreement  shall  begin on the date it is signed by both parties below
and  shall have an initial term of one year.  Any renewal of this Agreement must
be  in  writing  and  must  be  signed  by  both  parties.

B.  Upon  the termination of this Agreement, Red Hat shall immediately cease the
reproduction  of  the  Software.  If this Agreement is terminated for any reason
other  than  a material breach by Red Hat, then Red Hat shall have an additional
90  days  after  termination  in  which  to liquidate its inventory of Products.

7.  SUPPORT
    -------

A.  Red  Hat  shall  have  no  obligation  to  provide technical support for the
Software  to  End  Users,  distributors,  or  any  other  party.  Partner  shall
cooperate  with  Red  Hat  to the extent reasonably necessary to ensure that End
Users  do  not  contact  Red  Hat  for  technical  support  for  the  Software.

B.  Partner  shall  provide technical support for the Software to End Users in a
manner  and to an extent to be determined by Red Hat and Partner.  Partner shall
provide  to  Red  Hat information on how End Users may obtain technical support,
and  must  include  that  information in electronic form with the Software to be
distributed  by  Red  Hat.

8.  LIMITED  WARRANTY
    -----------------

A.  Partner  warrants  that:

1.  The  Software  does  not  infringe upon or violate any trademark, copyright,
patent  or  other  intellectual  property  interest  of  any  third  party.

2.  The  Software will conform to the specifications stated in the Documentation
provided  by  Partner  with  the  Software.

3.  It  has  the  right  and  authority  to  enter  into  this  agreement.

4.  The  Software is not subject to United States export restrictions concerning
encryption  technology,  munitions, other military purposes, or any other United
States  export  restriction.

B.  Red  Hat  warrants  that:

1.  It  will  use  its  best  efforts  to  distribute  and  market  the Produce.

2.  It  has  the  right  and  authority  to  enter  into  this  agreement.

C.  Except  as  provided in this Agreement, THE PRODUCT IS PROVIDED TO END USERS
"AS  IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED
WARRANTIES  OF  MERCHANTABILITY,  NONINFRINGEMENT,  AND FITNESS FOR A PARTICULAR
PURPOSE.

9.  END  USER  LICENSE  AGREEMENT
    -----------------------------

Partner  shall  include  with  the  Software  the  end  user  license  terms and
conditions  for  the  Software, and shall make such license terms and conditions
easily  readable  for  End  Users.  Partner acknowledges and agrees that Red Hat
shall  have no obligation to print a copy of the terms and conditions of the end
user  license agreement for the Software.  Red Hat shall direct End Users of the
Product  to  review  carefully the end user license terms and conditions for the
Software,  and  shall instruct End Users to abide by those terms and conditions.

10.  DELIVERY  OF  THE  SOFTWARE
     ---------------------------

Partner  must  deliver the Software to Red Hat in a format acceptable to Red Hat
and  by  a date to be determined by Red Hat.  Red Hat shall use its commercially
reasonable efforts to inform Partner of the formal requirements and the due date
for  delivery  at  least  one week before the due date, but retains the right to
modify  these  requirements  as  it  determined  from  time  to  time.

11.  CONFIDENTIALITY
     ---------------

A.  "Confidential  Information"  means  any  and  all information concerning Red
Hat's:

1.  Sales,  profits,  financial statements, and all other information related to
the  financial  condition  of  Company;

2.  Future  products, product releases, release dates, development schedules and
plans;  and

3.  Any  other  information  designated  by  Company  as  Confidential.

B.  Partner  shall  use  reasonable  care  for  a period of three years from the
effective date of this Agreement to maintain the confidentiality of Confidential
Information.  Except  as  necessary  to  perform  its  obligations  under  this
Agreement, Partner shall not disclose Confidential Information, or its knowledge
of  it,  to any other person or entity without the express written permission of
Red  Hat.

C.  Partner  shall  either  destroy  or  provide  to  Red  Hat  all  copies  of
Confidential Information in its possession, including all copies of Confidential
Information  on  all  computers  in  his  possession,  as

<PAGE>

soon  as  practicable  after  completing  his  obligations  as  Contractor.

12.  INDEMNITY
     ---------

Red  Hat  shall  have  no obligation or liability for, and Partner shall defend,
indemnify,  and  hold  Red  Hat  harmless  from and against any claim (including
reasonable attorneys' fees and costs) arising from Red Hat's distribution of the
Software  pursuant  to  the  terms  and  conditions set forth in this Agreement.

13.  LIMITATION  ON  LIABILITY
     -------------------------

Excluding  the  warranty  set  forth  in  Section  8,  and  the  indemnification
provisions  set forth in Section 12, to the maximum extent allowed by applicable
law,  IN  NO EVENT SHALL EITHER PARTY, ITS SUPPLIERS, DISTRIBUTORS OR RESELLERS,
BE  LIABLE  FOR  ANY  LOSS  OF  PROFITS,  LOSS OF BUSINESS, LOSS OF USE OR DATA,
INTERRUPTION  OF  BUSINESS,  OR  FOR  DIRECT,  INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL  DAMAGES  OF  ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF  ANY  LIMITED  REMEDY.

14.  MISCELLANEOUS
     -------------

A.  This  Agreement is not an exclusive arrangement, and each party remains free
to  enter  into  similar  agreements  with  other  parties.

B.  This  Agreement  shall  be  governed by and shall be construed in accordance
with  the  laws of the State of North Carolina, U.S.A., regardless of its choice
of law provisions.  The parties each agree that they are subject to the personal
jurisdiction of the state and federal courts within the State of North Carolina,
and each waives the right to challenge the personal jurisdiction of those courts
over it.  The United Nations Convention on Contracts for the International Sales
of  Goods  shall  not  apply  to  this  Agreement.

C.  Any  notice  under this Agreement shall be in English, in writing, and shall
be  deemed  to  be given upon receipt.  Notices to Red Hat shall be delivered to
Counsel,  Red  Hat, Inc., 2600 Meridian Parkway, Durham, NC 27713, USA.  Notices
to  Partner  shall be delivered to the address for Partner given in the attached
Schedule  A.

D.  This  Agreement,  including  all  Schedules,  constitutes  the  entire
understanding  of  the  parties.  This  Agreement  supersedes and terminates all
prior representations, warranties and agreements, written or oral, regarding the
subject matter of this Agreement.  Any modification to this Agreement must be in
a  writing  signed  by  both  parties.

E.  All  covenants  and  obligations  of  this  Agreement  shall  survive  the
termination  of  this  Agreement.

F.  If  one  or  more  of  the  provisions  contained  in this Agreement is held
invalid,  illegal  or  unenforceable  in  any  respect by any court of competent
jurisdiction,  such  holding  will  not  impair  the  validity,  legality,  or
enforceability  of  the  remaining  provisions.

G.  Headings in this Agreement are used for convenience of reference only and do
not  affect  the  interpretation  of  the  provisions.

H.  Failure  or  delay  on  the part of any party to exercise any right, remedy,
power  or  privilege hereunder will not operate as a waiver.  Any waiver must be
in  writing  and  signed  by  the  party  granting  such  waiver  in order to be
effective.

I.  No  provision  of  this Agreement is to be interpreted for or against either
party  on  the  grounds  that  one  party  or the other, or their legal counsel,
drafted  such  provision.

J.  In  the  event  that  Red  Hat is merged with or consolidated into any other
entity, or in the event that substantially all of the assets of Red Hat are sold
or  otherwise  transferred to any other entity, the provisions of this Agreement
will  be  binding  upon,  and  inure  to  the  benefit  of,  such  other entity.

K.  Nothing  in  this Agreement shall be construed to make the parties partners,
joint  venturers,  representatives,  or  agents  of each other, nor shall either
party  so  hold  itself  out.

<PAGE>

To  show  their  assent,  the  duly  authorized  representatives
of  the  parties  hereto  have  signed  this  Agreement.

RED  HAT,  INC.  ("Red  Hat")                    VIRTUALSELLERS.COM  ("Partner")
/s/             Craig  Delger                         /s/     Kevin  A.  Wielgus
             ----------------                             ----------------------
                    Signature                                          Signature

Craig  Delger                              Kevin  A.  Wielgus
Name                                       Name

Business  Dev.  Mgr.                       VP  of  Operations
Title                                      Title

2/11/00                                    2/10/00
Date                                       Date


                                   SCHEDULE A
                                   ----------

Partner  Information:

     Name:  VirtualSellers.com                    WWW  site:  tameable.com

     Address:  3075  Tollview  Drive

     City:  Rolling  Meadows       State/Province:  IL       Zip  Code: 60008

     Country:  USA                    Phone:  847-463-1500  xt.  1560

The  Software:

TAME  4

<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

ISV shall complete the following information pursuant to Section 3.B. of the Red
Hat  Developer  Partner  Agreement:

ISV  name:  VirtualSellers.com

ISV  product  information:

Name:  TAME  <Tag  Activated  Markup  Enhancer>

URL:  Company:  www.virtualsellers.com     Product:  TAMEABLE.COM

Platforms  available:  Linux,  Unix,  NT

Works  with  Red  Hat  Linux  versions  (state  number):  All,  up  to  6.1

Retail  price:  $15,000  single  CPU  License.  Varying  licences  available.

Description  (25  words  or  less):

Web  Server  application  development  tool  used  to  create  browser  based
applications,  e-business  solutions  or  complete  e-commerce sites taking full
advantage  of  XMC.

ISV  contact  information:

Web  site:  TAMEABLE.COM

Email:  info@tameable.com
Telephone:  877-FOR  TAME   (877-367-8263)
Fax:  847-463-1550

Address:
3075  Tollview  Drive
Rolling  Meadows  IL  60008

</TEXT>
</DOCUMENT>
