Engineering Services Agreement

Exhibit 10.3


ENGINEERING SERVICES AGREEMENT


This Agreement is entered into and effective as of June 30, 1999 ("Effective Date") between Switchboard Incorporated, a Delaware corporation ("SB") with principal offices located at 115 Flanders Road, Westboro, MA 01581, and Online System Services, Inc., a Colorado corporation which plans to change its name to WEBB Interactive Services, Inc. ("WEBB"), with principal offices located at 1800 Glenarm Place, Denver, Colorado 80202.


In consideration of the premises and covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. SB Engineering Services. WEBB hereby acknowledges that SB has
----------------------- satisfactorily performed the following engineering services for WEBB prior to the date of this Agreement:


(a) Development of (i) a co-branded version of the "Switchboard Directory
Services" (as defined in paragraph (b) below) for WEBB's web site
located on the Internet at www.webb.net ("WEBB Site"); and (ii) a
------------
generic co-branded version of the Switchboard Directory Services for
third party web sites. The co-branded version referenced in (i) above
has the primary branding and "look and feel" of WEBB; the co-branded
version referenced in (ii) above anticipates the primary branding and
"look and feel" the specific third party web site for which it will be
used. Each co-branded version has or will have a "Powered by
Switchboard" logo with form and placement as mutually agreed.


(b) "Switchboard Directory Services" shall mean the following interactive
directory services offered on SB's web site located on the Internet at
www.switchboard.com ("Switchboard Site"): (i) SB's directory of
-------------------
business listings and display advertisements (Yellow Pages); (ii) SB's
directory of residential listings (White Pages); (iii) SB's directory
of maps, routes and driving directions (Interactive Routes); ...