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Independent Contractor Services Agreement - Global Sports Interactive Inc. and Foundry Inc.

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                    INDEPENDENT CONTRACTOR SERVICES AGREEMENT
                                  No. 0699-FDY

Contractor: Foundry, Inc.
Date: June 29, 1999

THIS AGREEMENT is entered into on the date set forth above between Global Sports
Interactive located at 2012 Renaissance Boulevard, King of Prussia, PA 19406
("Client") and Foundry, Inc. located at 7600 Colshire Drive, Suite 141, McLean,
Virginia 22102 ("Contractor").

1. ENGAGEMENT OF SERVICES.

      1.1 Engagement. Contractor will render the services described in any
      Engagement that may be mutually agreed and executed by the parties (the
      "Engagement") in accordance with the terms and schedule set forth in each
      such Engagement.

      1.2 Performance of Services. Contractor shall have the right and
      responsibility of controlling the manner and means of the completion of
      the Engagement.

2. COMPENSATION.

      2.1 Fees and Approved Expenses. Client will pay Contractor the fee for
      services rendered under this Agreement set forth in the Engagement.
      Contractor will not be reimbursed for any expenses incurred, unless they
      are expressly provided for in the Engagement or are approved in advance
      and in writing by Client.

      2.2 Timing. Unless otherwise provided in the Engagement, Client will pay
      Contractor for services and will reimburse Contractor for previously
      approved expenses within thirty (30) days of the date of the Contractor's
      invoice, provided Contractor has furnished documentation satisfactory to
      Client to verify Contractor's services and expenses.
      Client will pay Contractor in U.S. dollars.

3. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION

      3.1 Confidential and Proprietary Information. Client understands that
      software developed under this agreement may be similar to software
      developed by Contractor outside of this agreement. To the maximum extent
      possible Client wishes to utilize software developed outside of this
      agreement to speed the development of its own software systems. In
      exchange for Contractor using software developed outside of this agreement
      Client agrees to grant Contractor a paid-up, nonexclusive, perpetual
      license to use the software developed by Contractor under this agreement
      and that for the purposes of this agreement this software is not
      considered Confidential or Proprietary.
<PAGE>

      3.2 Confidentiality. Paragraph 3.1 notwithstanding and except as
      Contractor's duties as an independent contractor to Client may require,
      Contractor agree never to disclose or to use, either during or after
      Contractor's relationship with Client, any confidential or proprietary
      information of Client, including without limitation any such information
      conceived or developed by Contractor in rendering the services described
      in the Engagement and information and materials received by Client in
      confidence from third parties ("Confidential Information").

      Upon termination of Contractor's relationship with Client or at any other
      time upon Client's request, Contractor will promptly deliver to Client,
      without retaining any copies, all documents and materials (including
      summaries, charts, reports, computer print-outs, electronically stored
      data, or other data or things) containing any Confidential Information.
      Furthermore, Contractor agree to not disclose any aspect of this contract
      or its engagements for up to one full year following termination.

      3.3 Confidential Information of Others. Contractor will not disclose to
      Client, or use in connection with Contractor's work for Client, any
      confidential or proprietary information or material belonging to any third
      party.

      3.4 Injunctive Relief. A breach of any of the promises contained in this
      Agreement will result in irreparable and continuing damage to Client for
      which there will be no adequate remedy at law, and Client will be entitled
      to injunctive relief and/or a decree for specific performance, as well as
      any other relief as may be proper.

4. WARRANTIES AND INDEMNITY.

      4.1 Warranties. Contractor represents and warrants:

      (a) that entering into this Agreement to provide the services described in
      the Engagement will not violate any obligation or cause any default under
      or breach of any other agreement; and

      (b) that the Services Contractor renders under this Agreement, and the
      sale, manufacture, reproduction and use of the products of those services
      will not infringe the proprietary rights of any third party; provided that
      such representation and warranty shall not apply to any information, code,
      documentation or other material provided by Client to Contractor under
      this Agreement.

      4.2 Indemnity. Contractor agree to indemnify and hold Client harmless from
      and against any liability, loss, claim, demand and damage, including costs
      and attorneys' fees, resulting from or based upon any infringement or
      violation, default or breach of this Agreement, including without
      limitation the representations and warranties contained in this Section 4.
      Client agrees to indemnify and hold Contractor harmless from and against
      any liability, loss, claim, demand and damage, including costs and
      attorney's fees, resulting from or based upon any infringement claims made
      against Contractor on account of any information, code, documentation or
      other material provided by Client to Contractor under this Agreement.

5.  INDEPENDENT CONTRACTOR RELATIONSHIP.

      5.1 Nature of Relationship. Contractor's relationship with Client will be
      that of an independent contractor and nothing in this Agreement should be
      construed to create a partnership, joint venture, or employer-employee
      relationship. Contractor is not the agent of Client and is not authorized
      to make any representation, contract, or commitment on behalf of Client
      unless specifically requested to do so, by Client, in writing.
<PAGE>

      5.2 Contractor Responsible for Taxes and Records. Contractor will be
      solely responsible for and will file, on a timely basis, all tax returns
      and payments required to be filed with or made to any federal, state or
      local tax authority with respect to Contractor's performance of services
      and receipt of fees under this Agreement. Contractor will be solely
      responsible for and must maintain adequate records of expenses incurred in
      the course of performing services under this Agreement.

6. TERM.

      This Agreement is effective as of the date set forth above and continues
      for the term set forth in the Engagement (including such additional
      Engagements, if any, as the parties may enter into from time to time),
      unless earlier terminated in accordance with Section 7 below. The term of
      this Agreement may be extended by mutual agreement of the parties and by
      addendum to the original or any additional Engagements.

7.  TERMINATION.

      7.1 Termination by Client. If payment for Contractor's services described
      in the Engagement is based upon a fixed price, Client may terminate this
      Agreement in the event of a material breach or default by Contractor upon
      fifteen (15) days' prior written notice to Contractor. If payment for
      Contractor's services described in the Engagement is other than a fixed
      price, Client may terminate this Agreement as to such Engagement for any
      reason, with or without cause, upon fifteen (15) days' prior written
      notice to Contractor.

      7.2 Rights Upon Termination. Upon termination of this Agreement, for any
      reason, Contractor will not be entitled to any further payments under the
      Agreement other than for Services rendered up to the effective date of
      termination. Termination shall be without prejudice to any rights or
      remedies Contractor or Client may have by reason of any breach of this
      Agreement. The provisions of Section 3, 4 and 5 shall survive termination
      of this Agreement and continue in effect indefinitely.

8. NO SOLICITATION FOR EMPLOYMENT.

      8.1 Solicitation of Client's Employees. During the Term of this Agreement,
      and for one (1) year thereafter, Contractor shall not (a) offer employment
      to or employ any Client employee either full-time or part-time, or (b)
      hire or offer to hire any Client employee as a consultant, intern,
      trainee, or the equivalent of Contractor, to provide services or products
      having the same general nature as those provided by Client to it's
      customers under this Agreement; Contractor shall not request, cause, or
      induce the Client employees to breach any agreement between the employee
      and Client; and Contractor shall not request, cause, or induce the
      employee to leave the employ of Client.

      8.2 Solicitation of Contractor's Employees. During the Term of this
      Agreement, and for one (1) year thereafter, Client shall not (a) offer
      employment to or employ any Contractor employee either full-time or
      part-time, or (b) hire or offer to hire any Contractor employee as a
      consultant, intern, trainee, or the equivalent of Client, to provide
      services or products having the same general nature as those provided by
      Contractor to its customers under this Agreement; Client shall not
      request, cause, or induce the Contractor employees to breach any agreement
      between the employee and Contractor; and Client shall not request, cause,
      or induce the employee to leave the employ of Contractor.
<PAGE>

9. GENERAL PROVISIONS.

      9.1 Governing Law. This Agreement will be governed and construed in
      accordance with the laws of Delaware.

      9.2 Notices. Any notices permitted or required by this Agreement shall be
      in writing and shall be delivered personally or mailed to address set
      forth below.

      Global Sports Interactive                 Foundry, Inc
      2012 Renaissance Boulevard                7600 Colshire Drive, Suite 141
      King of Prussia, PA  19406                McLean, Virginia  22102
      Attn: Joe Romello                         Attn: Anthony Rennier

      9.3 Severability; Waiver; Assignment. If any provision of this Agreement
      is held to be invalid or unenforceable for any reason, the remaining
      provisions will continue in full force without being impaired or
      invalidated in any way. The waiver of a breach of any provision of this
      Agreement by Contractor will not operate or be interpreted as a waiver of
      any other or subsequent breach. This Agreement will be for the benefit of
      Client's successors and assigns, and will be binding on Contractor's
      heirs, successors and legal representatives.

      9.4 Time of the Essence. The parties acknowledge that time is of the
      essence in the performance of their obligations under this Agreement.

      9.5 No Export. Contractor hereby agree and assure Client that Contractor
      will not export or re-export, directly or indirectly, any products,
      information or technical data of Client without (i) the prior written
      consent of Client and (ii) any license, certification or other approval
      required by the United States Government for such export or re-export.

      9.6 Entire Agreement. This Agreement sets forth the entire understanding
      and agreement of the parties as to the subject matter of this Agreement.
      It may only be changed by a writing signed by both parties. The terms of
      this Agreement shall govern over any inconsistent terms set forth in the
      Engagement and any additional Engagements entered into by the parties, or
      in any purchase order, order acknowledgment or invoice used to extend,
      modify or include additional work or to invoice payments under this
      Agreement. Moreover, this Agreement supersedes all prior understandings,
      agreements, representations, and warranties, if any, with respect to such
      subject matter.

      9.7 Interpretation. Whenever the context so requires, all words used in
      the singular shall be construed to have been used in the plural (and vice
      versa), each gender shall be construed to include any other genders, and
      the word "party" shall be construed to include a natural person, a
      corporation, a firm, a partnership, a joint venture, a trust, an estate,
      or any other entity.
<PAGE>

Agreement Acceptance

To execute this agreement the following authorizations are required.


ACCEPTED __________________________       ACCEPTED by Foundry, Inc.

___________________________________       Anthony D. Rennier

___________________________________       President

__________________________________        ___________________________________
Signature                  Date           Signature               Date
<PAGE>

                                   ENGAGEMENT

                                  NO. 0699-FDY

In accordance with the terms of Independent Contractor Services Agreement number
0699-FDY, Global Sports Interactive ("Client") and Foundry ("Contractor") agree
to engage the services of Contractor as identified below.

Scope: Contractor will provide consulting services to perform tasking as
specified by Client.

Term: Provide all services as requested between the period of June 1, 1999
through October 1, 1999. This engagement may be extended under the same terms
and conditions, upon mutual agreement by both parties. This engagement may also
be terminated at any time with 30 days advance written notice by either party.

Fees: Services provided will be billed to Client monthly at the fees specified
here not including travel expenses. Client will reimburse travel costs in
keeping with Client's travel policy.



  Task                                                                                     Fee
  ----                                                                                     ---
                                                                                       
  1.0 Catalog Management Systems Development - See Attach. 1                               $85k
  2.0 Prototype Development (DHTML, Athlete's Foot, TSA for Nike) - See Attach. 2          $35k
  3.0 Marketing Partner Object Library Development - See Attach. 3                         $100k
  4.0 Affiliate Custom Development - See Attach. 4                                         $55k
  5.0 Database Consult - See Attach. 5                                                     $25k


Invoicing: Contractor shall invoice Client within 30 days following the end of
each calendar month for all services and expenses incurred in the previous
calendar month. Invoices in connection with this engagement shall clearly
reference the following:

Project Name
Dates of service

Fees for services and actual expenses shall be identified separately. Terms
shall be Net 30.

NOTE: This Engagement is governed by the terms of an Independent Contractor
Services Agreement in effect between Contractor and Client. In the event a
conflict exists between the terms of this engagement and the Independent
Contract Agreement, the Agreement shall take precedence. This engagement
supercedes and replaces any previous engagement over the same period.

Engagement Acceptance

To execute this Engagement the following authorizations are required.

ACCEPTED by Global Sports Interactive      ACCEPTED by Foundry, Inc.

________________________________           Anthony D. Rennier

________________________________           President

____________________ ___________           ______________________ _____________
Signature            Date                  Signature              Date