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 Stop me if you've heard this one: A sci-fi writer, a self-taught computer whiz and a former Procter & Gamble marketing guy go to Disneyland for the weekend. The trio had kicked around California for a few days chasing down seed capital for their nascent internet idea. Their plane tickets were cheaper if they stayed over for a Saturday, and two of them happened to be simply enormous Disney freaks, so off they went. They went on rides. Had dinner at the Blue Bayou. Talked about their company, their big idea.

What the sci-fi writer and the computer whiz didn't know was that the ex-P&G guy's pockets were nearly empty. He was down to his last few thousand dollars. And here he was, in California, trying to find investors for a project that he--that none of them--thought would ever be more than a side deal, a hobby, a lark. Their big idea was that they'd build a tiny software application, something that would download quickly and sit unobtrusively on any hard drive, and would, all by itself, reorganize the entire internet--every single document--for every single user, according to that user's wildly idiosyncratic tastes.

At first, it was just supposed to make it easier for the sci-fi writer to find Disney memorabilia. Now, they were thinking it might be something big. Maybe even the new Yahoo! There's just something in the air at Disneyland, I guess, because by the end of that fateful weekend, the three guys were convinced that their lark should become the focus of their professional energies.

"It really was a turning point," says the P&G guy, Grad Conn. "It was very affirming. You know, 'This is gonna work, and I'm gonna make this work.' And we did."

The punch line? Still a ways off, actually. But the week after the Disneyland visit in January, 2000, the company--which would take the name openCOLA a little down the road, and open offices in Toronto and San Francisco--sealed up its seed money from a handful of angels. In May, openCOLA attracted $2 million (U.S.) in venture capital from Toronto's Mosaic Venture Partners. And in January of this year--at a time when, needless to say, venture capital is a little tight for internet companies--openCOLA received $13 million (U.S.) in second-round funding, the majority coming from Massachusetts-based Battery Ventures, one of America's leading venture-capital firms.

By now you're undoubtedly wondering: What is openCOLA? Apart from serving as the company's name, it was also, until recently, the name of the company's primary product. (It has since been renamed Smart Folders--far more prosaic for a piece of software.) COLA stands for "collaborative object look-up architecture." The company describes its product as "an application that lets users 'me-organize' the internet into a personal library." The program "uses intelligent agents to fetch files based on personal relevance criteria. These agents also collaborate in a peer-to-peer network....It is open source, cross-platform and freaking cool."

None of this clarifies what Smart Folders really does, so let's start pulling out keywords.

First, "personal library." What little organization currently exists on-line is kind of like the Dewey decimal system: portals like Yahoo! group web sites into broad, hierarchical categories, and search engines work like card files, pointing you toward a variety of sources. The goal at openCOLA is to let you build your own personal-library for the internet, finding files and sorting them in a way that's logical and relevant to you alone, just like your bookshelves at home.

"Intelligent agents"? These are sometimes called "robots," and everyone who downloads the Smart Folders program will have a chance to build a few robots of their own. Feed your robot some documents you find interesting--that is, drop them into your smart folder--and it crawls all over the internet looking for other documents that might also appeal to you. When it gets back, tell it which ones you like and which ones you don't, and it will use your choices to guide later searches.

"Peer-to-peer network"--you may have heard of this one before, because Napster is a peer-to-peer network. The folks at openCOLA would like to discourage any further comparisons, however, because they are not trafficking in the internet's bullish buzzword market. They'd planned to make their application peer-to-peer well before Napster became the talk of the net. In fact, Napster's fame has resulted in the phrases "peer-to-peer" and "copyright infringement" appearing in the same sentence far too often for openCOLA's liking. Furthermore, one of openCOLA's main revenue streams will be from commissions levied on every transaction on its network. The application will be free, but not all the files will. "We're giving people the opportunity to treat the internet like a jukebox," says Cory Doctorow, the sci-fi writer and openCOLA's chief evangelist. (The staff is heavily into goofy titles.) Want an MP3 file? A QuickTime movie? An article? Drop in your nickel or quarter or loonie. The precise mechanics of each transaction are still being worked out, but they'll likely resemble a cross between eBay's payment schemes and, say, Interac. If enough people are on the openCOLA network, all those transaction fees of, say, 1% or so will (hopefully) add up.

And finally there's "open source," which tells you a bit about the application and even more about the company. The source code for openCOLA's software will be free for all to tinker with. More important, though, is how closely openCOLA's corporate culture is imbued with the freethinking spirit that drives the open-source movement. The company resembles, from a certain angle, a computer-geek, all-star cast assembled for a Hollywood movie.

Case in point: the openCOLA boardroom on a Friday afternoon. Every Friday is Tiki Friday, christened thus by Doctorow in homage to Disneyland's Enchanted Tiki Room. On one particular Friday, a half-dozen laptops share table space with bright-pink Singapore Slings. A woman, off to the right of the whiteboards full of equations and diagrams, isn't standing behind a podium making a presentation but behind a makeshift bar mixing more drinks.

At one table sits John Henson, openCOLA's 26-year-old chief technical officer, the computer whiz from the Disneyland story. Doctorow describes him as "this really intuitive self-taught programmer/systems administrator/security dude." He's cuing up multiple versions of Funkytown on one of the laptops. To my left is Laird Brown, the company's senior strategist, who is a core member of one of the world's most prominent hacker groups and has, among other things, consulted on internet security for the United Nations. (He says he'd rather I didn't mention his hacker handle because he'd like to be able to visit China.) Farther down the table is Rich Williams, whose previous work has included teaching boxing impresario Don King to use a PalmPilot. Across the way sits Joey deVilla, a Filipino-Canadian programmer who also handles some of the company's business-development work. He got openCOLA coverage on CNN because he was busking with his accordion at this year's DEF CON, the annual hacker conference. (DeVilla's repertoire tends toward Nine Inch Nails and Fatboy Slim.) Dan Moniz saunters in with a large Starbucks cup. "A 10-shot espresso," he claims with shy pride. Moniz is openCOLA's digital-rights management expert. "His brain is a registered weapon in the Republic of Ireland," Doctorow says, meaning Moniz provided very high-level encryption work for the Irish government a while back, so he's required to register with the police whenever he returns. (He is 19 years old.)

"It's almost like this place is a magnet," Brown says. "Without getting too highfalutin about it, there's a reason why people were attracted to working at Apple in the early days." Then Brown gets highfalutin: "I don't believe there's a person in this company who couldn't leave"--he snaps his fingers--"now and get paid a lot more elsewhere. So it's not about the money. It's about what we're doing and the fact that we do believe that this is something that's absolutely unique and it's going to have a profound impact on the way the internet develops."

This is, of course, the kind of self-promotional language that nearly every internet startup on the planet uses to describe itself. So why take the openCOLA team at its grandiloquent word? The main reason is that the company's staff has remarkably little of that car-salesmanesque sheen so prevalent at your average dot-com, and a considerable deal of the computer-geek equivalent of street credibility. For example, CEO Grad Conn and co-founder Cory Doctorow first met each other through on-line bulletin boards. OpenCOLA does product launches--and corporate recruiting--at hacker conferences. (The company's side project, a streaming application called COLAvision, was introduced at this year's DEF CON, and Brown brought wunderkind Moniz into the fold after meeting him there.) The company's advisory board features three very prominent hackers, including a former internet-security adviser to Bill Clinton's White House and a general counsel for the Electronic Frontier Foundation.

All this, and Singapore Slings.

To review: big idea; bright, interesting people. Also an innovative product in a burgeoning field, peer-to-peer computing. But will openCOLA make money? Its own first-round venture- capital firm certainly thinks so. Mosaic, which backed Direct Hit, a search-engine company that recently sold for $500 million (U.S.) to Ask Jeeves Inc., committed $4 million (U.S.) more to openCOLA in its second round, and helped introduce the company to its U.S. backer. What's more, David Lawee, a former partner at Mosaic, has crossed over to openCOLA to take over as its chief financial officer.

"We like to double down on our winners," explains Vernon Lobo, managing director of Mosaic. "And given what they've accomplished already, they are on a very strong trajectory."

In addition to revenues from transactions on the public openCOLA network, the company plans to profit from installing networks for corporate clients. OpenCOLA thinks its application will work wonders for companies with dozens of departments in hundreds of offices, where it can be used to cut down on internal info-glut.

But its ambitions are, ultimately, much, much bigger. And this is where it's easy to give in to fear, uncertainty, doubt, the almighty "FUD" that Cory Doctorow describes, in one of his lengthy polemics on opencola.com, as "a notorious fear-mongering strategy... aimed at scaring the uninformed into believing that Open Source is an inherently flawed philosophy and development methodology." He is addressing his part in the open-source move- ment, but the vast scope of openCOLA's aspirations might engender similar reactions. It's almost enough to make you want to call off the whole thing. Or else go to Disneyland.

I reach Doctorow on his cellphone at Comdex to talk about the Disney allure. He's worried I'm overplaying the whole thing; he doesn't want it to come off kitschy. But he warms to the topic. He marvels at Walt's attention to detail--how every trash can at Disneyland is not only hand-painted, it's actually signed by the painter.

"Disneyland encouraged us, I think, to say, 'We're going for the brass ring. We're gonna change the world.'"

Punch line still pending.

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