EACCELERATION CORP
SB-2/A, EX-10, 2000-07-05
BUSINESS SERVICES, NEC
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DOWNLOADSALES.COM                                       [ACCELERATION LOGO]

ACCELERATION SOFTWARE
Operations Department
1223 NW Finn Hill Road
Poulsbo, Washington 98370
Phone: (360) 697-9260
Fax: (360) 598-2450
http://www.DownloadSales.com

                    INSERTION ORDER - #DSC_MEDIARING092899JLT
ADVERTISER: Media Ring, Inc.
PRODUCT: Talk 99
ADDRESS:  1731 Technology Drive, #60
CITY: San Jose
STATE: CA
ZIP: 95110
PRIMARY CONTACT NAME: Helene Ton
TELEPHONE: 408-441-0382 ext. 123
FAX: 408-383-9223
EMAIL:  [email protected]
OTHER CONTACTS:
Richard Chua - [email protected]
Jesse Sng - [email protected]
Young Tong Tse - [email protected]


Action: NET $           Per Registration.  Volumes determined by email.
             ----------

Billing - 50% deposit due at  beginning  of month  (based on  estimated  monthly
results) with balance due and payable upon receipt of invoice.

DATE:                             (continuation from IO#MR0625CLB)
     ---------------------------
TRACKING URL:  On File


The undersigned is legally  empowered to enter into this agreement and agrees to
be bound by the terms specified on www.downloadsales.com.


For Advertiser:


--------------------------------------------------------------------------------
Signature                     Date                         Print Name & Title


For Acceleration Software:

--------------------------------------------------------------------------------
Signature                     Date                         Print Name & Title


<PAGE>


                                DownloadSales.com


TERMS AND CONDITIONS: MONTH TO MONTH WITH AUTOMATIC ROLLOVER

All  sales   shall  be   governed   by  the   terms  on   www.downloadsales.com.
Downloadsales.com  reserves the right to change any term or  condition  and such
changes will be effective during the next month after any such change.

The  sole  remedy  of an  advertiser  for  any  reason  shall  be  to  terminate
advertising. All advertising delivered shall be paid for in full upon receipt of
invoice.  All unpaid balances shall be compounded  monthly at a monthly interest
rate of 1.5%.  Notwithstanding  the  above,  in the  event  that the  advertiser
notifies  downloadsales.com  prior to two weeks  from the start of the  campaign
that the campaign is canceled, there shall be no payment due.

In the  absence  of any  written  or  e-mailed  communication  from one party to
another  prior to the beginning of a calendar  month,  all terms in effect shall
automatically carry over to the next month.


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