Booksonline.com Launches Affiliate Program Powered by Be Free, Inc.

Business/Technology Editors

MARLBOROUGH, Mass.--(BUSINESS WIRE)--July 10, 2000

Latest Category-Leading Be Free Customer Represents

the Partnership of Doubleday Direct, Inc. and Book

of the Month Club Holdings LLC 

Be Free, Inc. (Nasdaq: BFRE), the leader of performance marketing, today announced that Booksonline.com, operated by BOOKSPAN, a partnership between book club leaders Doubleday Direct and Book of the Month Club Holdings LLC, has launched a performance-based affiliate marketing program enabled by Be Free. Booksonline.com is the newest of an expanding and diverse group of Be Free customers representing business-to-consumer and business-to-business e-commerce, Internet pure play and brick-and-mortar businesses and online content and portal businesses.

Through the new Booksonline.com Affiliate Program, the company's affiliates will receive a bounty of five dollars for every new, valid book club membership application generated through their sites. This payment structure allows affiliates to generate revenue quickly and provides a powerful incentive for traffic-driving efforts.

Booksonline.com's book clubs include special interest and general interest book clubs, allowing affiliates to promote the most relevant clubs to their specific users and enhance their performance. Currently the Booksonline.com Affiliate Program includes The Literary Guild(R), Doubleday Book Club(R), Science Fiction Book Club(R) and The Mystery Guild(R). Clubs that are coming soon include Black Expressions(R), Insight Out Book Club(R), Venus Book Club(TM), The Military Book Club(R), Stage & Screen(TM), Doubleday Large Print Home Library(TM), Outdoorsman's Edge(TM) and more. Booksonline.com affiliates can choose club specific advertisements in a variety of sizes to best target their users. For more information on becoming an affiliate, visit http://www.booksonline.com/bookclubs/bol/affiliates/bf/.

"The Booksonline.com Affiliate Program is a powerful reflection of the flexibility and versatility the Be Free performance marketing infrastructure facilitates," said Ellen Brezniak, senior vice president of product strategy at Be Free. "As Be Free's customer list continues to grow and diversify, we are proving that Be Free's full-service performance marketing solution offers the most cost-effective online marketing solution to drive traffic, membership or sales for any business."

"Booksonline.com is reinventing the book club business, bringing together communities with the books that are targeted to their interests and lifestyles, and it is important that our affiliate program be supported by the strongest affiliate marketing technology available," said Booksonline.com's CEO Seth Radwell. "We are confident that Be Free's proven infrastructure, technology and services will help us meet our short and long term membership goals while paying only for results."

About Performance Marketing

Performance marketing allows online marketers to increase sales, drive traffic, generate qualified leads and extend brand reach through relationships with online selling partners. These partners provide meaningful context for a marketer's link and allow the marketer to target consumers with particular interests, knowledge and spending habits, while paying only for the performance of their promotions. By paying only for results, marketers lower their customer acquisition costs and increase the power of their marketing budgets. Be Free offers a truly customer-focused approach to performance marketing, producing superior overall results and enabling cross-promotions and cooperative marketing. Be Free also offers an entire suite of performance marketing services, from scaleable infrastructure and tracking technology, to industry knowledge and value added services.

About Booksonline.com

Booksonline.com (www.booksonline.com) is operated by BOOKSPAN, a partnership between Doubleday Direct, Inc. (DDI) and Book of the Month Club Holdings LLC (BOMC). DDI and BOMC have been meeting the needs of readers everywhere for over 70 years -- and now Booksonline.com is helping to bring this experience to the Web. With a variety of well-established, general interest clubs including its notable flagship, The Literary Guild, which is now the third biggest book site on the internet, Booksonline.com is committed to further improving its marketing communications programs and segmentation efforts, while simultaneously pursuing strategic business acquisitions.

About Be Free, Inc.

Be Free, Inc. (Nasdaq: BFRE) is a leader in performance marketing--the next generation of online marketing. Be Free helps its customers build and manage uniquely branded online sales channels, enabling these sites to capture revenue by driving site traffic, generating qualified leads and selling products in context on locations throughout the Web. Be Free's customers include some of the Internet's leading merchants, online services and portals such as IBM (NYSE: IBM), America Online, Inc. (NYSE: AOL), barnesandnoble.com (Nasdaq: BNBN), GoTo.com (Nasdaq: GOTO), Mercata, C|Net (Nasdaq: CNET), Garden.com (Nasdaq: GDEN), PC Connection (Nasdaq: PCCC), Lycos (Nasdaq: LCOS), About.com (Nasdaq: BOUT) and Yahoo!(R) GeoCities (Nasdaq: YHOO).

Affiliates can enroll in performance marketing programs using Be Free's technology with a streamlined application form called FastApp, located at http://www.reporting.net/networks/affiliates/bf_fast_app.

Founded in 1996, Be Free has offices in Marlborough, MA, Pittsburgh, PA, Atlanta, GA, Chicago, IL, Los Angeles, CA, Culver City, CA, Campbell, CA, Austin, TX, Silver Spring, MD, Seattle, WA, New York, NY and Windsor, UK. For more information, visit http://www.befree.com.

Statements in this news release about Be Free, Inc. may be considered forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's current expectations, hopes, beliefs and estimates. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected. Further information about the risk factors that could affect the Company's performance are contained in the Company's filings with the Securities Exchange Commission, including but not limited to its S-1 dated November 3, 1999 and its S-1 dated March 29, 2000.