August 25, 1999

Douglas Kellam
3901 Liberty Street Road
Aurora, IL 60504

Dear Doug:

     On behalf of, Inc., a Washington Corporation (the "Company"), I
am pleased to offer you the position of Vice President of Marketing of the
Company. Speaking for myself, as well as the other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.

     The terms of your new position with the Company are as set forth below:

     1.  Position.

         a. You will become the Vice President of Marketing of the Company,
working; out of the Company's headquarters office in Seattle, Washington. You
will report to the Company's Chief Executive Officer.

         b. You agree to the best of your ability and experience that you will
at all times loyally and conscientiously perform all of the duties and
obligations required of and from you pursuant to the express and implicit terms
hereof, and to the reasonable satisfaction of the Company. During the term of
your employment, you further agree that you will devote all of your business
time and attention to the business of the Company, the Company will be entitled
to all of the benefits and profits arising from or incident to all such work
services and advice, you will not render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
without the prior written consent of the Company's board of directors, and you
will not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company. Nothing in this
letter agreement will prevent you from accepting speaking or presentation
engagements in exchange for honoraria, or from serving on boards of charitable
organizations, or from owning no more than one percent (1%) of the outstanding
equity securities of a corporation whose stock is listed on a national stock

     2.  Start Date. Subject to fulfillment of any conditions imposed by this
letter agreement, you will commence this new position with the Company on August
30, 1999.

     3.  Proof of right to Work. For purposes of federal immigration law, you
will be required to provide to the Company documentary evidence of your identity
and eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.

August 23, 1999
Page 2

     4.   Compensation

          a.   Base Salary. You will be paid a monthly salary of $14,166.66,
          --   -----------
which is equivalent to $170,000 on an annualized basis. Your salary will be
payable in two equal payments per month pursuant to the Company's regular
payroll policy (or in the same manner as other employees of the Company).

          b.   Bonus. You will be eligible to receive an annual performance
bonus of up to 25% of your base salary payable at year-end. This bonus will be
based upon the achievement of mutually agreed upon goals that will be set during
your first month with the Company.

          c.   Annual Review. Your base salary will be reviewed at the end of
each calendar year as part of the Company's normal salary review process.

     5.   Stock Options.

          a.   Initial Grant. In connection with the commencement of your
          --   -------------
employment, the Company will recommend that the Company's board of directors
grant you an option to purchase 250,000 shares of the Company's Common Stock
("Shares") with an exercise price equal to the fair market value on the date of
the grant. These option shares will vest monthly over a 4-year period (with a
12-month cliff). Vesting will, of course, depend on your continued employment
with the Company. The option will be an incentive stock option to the maximum
extent allowed by the tax code and will be subject to the terms of the Company's
1999 Plan and the Stock Option Agreement between you and the Company.

          b.   Subsequent Option Grants. Subject to the discretion of the
          --   ------------------------
Company's Board of Directors, you may be eligible to receive additional grants
of stock options or purchase rights from time to time in the future, on such
terms and subject to such conditions as the Company's board of directors shall
determine as of the date of any such grant.

     6.  Benefits.

          a.   Insurance Benefits. The Company will provide you with standard
medical and dental insurance benefits commencing after the Initial Three Month
Period. During the Initial Three Month Period, the Company may agree to pay
expenses associated with your current health benefits plan.

          b.   Vacation. You will be entitled to two (2) weeks paid vacation
per year, pro-rated for the remainder of this calendar year.

          c.   Relocation Expenses. In connection with your relocation from
Chicago to Seattle, the Company will provide you with a $50,000 moving allowance
to cover miscellaneous expenses. In addition, the Company will pay for 24
Economy-class round trips from Seattle to Chicago in the first year of
employment. Any amounts received by you for relocation expense reimbursement
will be reported as taxable income to you in the year received


August 23, 1999
Page 3

as required by applicable tax law.

In the event that you terminate your employment with the Company before the end
of the second year of employment, you agree to repay the Company 100% of the
relocation allowance by personal check or other negotiable instrument.

     7.   Confidential Information and Invention Assignment Agreement. Your
acceptance of this offer and commencement of employment with the Company is
contingent upon the execution, and delivery to an officer of the Company, of the
Company's Confidential Information and Invention Assignment Agreement, a copy
of which is enclosed for your review and execution (the "Confidentiality
Agreement"), prior to or on your Start Date.

     8.   Confidentiality of Terms. You agree to follow the Company's strict
policy that employees must not disclose, either directly or indirectly, any
information, including any of the terms of this agreement, regarding salary,
bonuses, or stock purchase or option allocations to any person, including other
employees of the Company; provided, however, that you may discuss such terms
with members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or accounting advice.

     9.   At-Will Employment. Your employment with the Company will be on an "at
will" basis, meaning that either you or the Company may terminate your
employment at any time for any reason or no reason, without further obligation
or liability.

     We are all delighted to be able to extend you this offer and look forward
to working with you. To indicate your acceptance of the Company's offer, please
sign and date this letter in the space provided below and return it to me, along
with a signed and dated copy of the Confidentiality Agreement. This letter,
together with the Confidentiality Agreement, set forth the terms of your
employment with the Company and supersede any prior representations or
agreements, whether written or oral. This letter may not be modified or amended
except by a written agreement, signed by the Company and by you.

                                             Very truly yours,

                                             a Washington corporation

                                             By: /s/ Julie Leitner

                                             Title:  Director of Human Resources


August 23, 1999
Page 4


douglas kellam

Signature /s/ Douglas Kellam

Date 8/25/99

Enclosure: Confidential Information and Invention Assignment Agreement


Source: OneCLE Business Contracts.