CONSENT AGREEMENT

	This Agreement is entered into as of the _____ day of _______________, 2001, by
	and between the USGenWeb Project (hereinafter "USGWP") and The USGenWeb Census
	Project (hereinafter the "Census Project").

	1.	USGWP is a non-profit association with its principal place of business
	    at 4869 Hillsdale Circle, Chattanooga, Tennessee.

	2.	The Census Project is a Michigan corporation with its principal place of
	    business at 3246 East Maple, Flint, Michigan.

	3.	Since June 1996, USGWP has used the marks "USGenWeb" and "The USGenWeb
	    Project" in connection with providing genealogical data and assistance via a
	    global computer network.

	4.	Since July 1998, the Census Project has used the mark "The USGenWeb
	    Census Project" in connection with providing an on-line computer database of
	    genealogical information.

	5.	On or about Februrary 12, 2001, the Census Project filed an application
	    with the United States Patent and Trademark Office to register the mark "The
	    USGenWeb Census Project".

	6.	On or about March 30, 2001, USGWP filed applications with the United
	    States Patent and Trademark Office to register the marks "USGenWeb" and "The
	    USGenWeb Project".

	7.	The Census Project agrees that there is no likelihood of confusion
	    between the mark that it is seeking to register, namely "The USGenWeb Census
	    Project," and the marks that USGWP is seeking to register, namely "USGenWeb"
	    and "The USGenWeb Project".

	8.	Census Project hereby consents to the registration by USGWP of the marks
	    "USGenWeb" and "The USGenWeb Project".  Census Project agrees that it will
	    take no action to contest USGWP's attempted registration of such marks,
	    acknowledges and agrees that there is no likelihood of confusion between
	    USGWP's marks and the Census Project's mark, and acknowledges and agrees that
	    it will take no action to challenge or prevent USGWP's use of such marks.

	IN WITNESS WHEREOF, the parties have executed this agreement to be effective as of
	the ______ day of ________________, 2001.


						THE USGENWEB CENSUS PROJECT


						By__________________________________



						THE USGENWEB PROJECT


						By__________________________________





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