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diff --git a/README.md b/README.md
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+++ b/README.md
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+# load-balancing
+
+The purpose of this package is to facilitate client-side load balancing in Haskell.
+
diff --git a/Setup.hs b/Setup.hs
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--- /dev/null
+++ b/Setup.hs
@@ -0,0 +1,2 @@
+import Distribution.Simple
+main = defaultMain
diff --git a/load-balancing.cabal b/load-balancing.cabal
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--- /dev/null
+++ b/load-balancing.cabal
@@ -0,0 +1,32 @@
+-- Initial load-balancing.cabal generated by cabal init.  For further 
+-- documentation, see http://haskell.org/cabal/users-guide/
+
+name:                load-balancing
+version:             1.0.1.0
+synopsis:            Client-side load balancing utilities.
+-- description:         
+homepage:            https://github.com/SumAll/haskell-load-balancing
+license:             Apache-2.0
+license-file:        LICENSE
+author:              Rick Owens
+maintainer:          rowens@sumall.com
+-- copyright:           
+-- category:            
+build-type:          Simple
+extra-source-files:  README.md
+cabal-version:       >=1.10
+
+library
+  exposed-modules:     
+    Control.Concurrent.LoadDistribution
+  -- other-modules:       
+  -- other-extensions:    
+  build-depends:
+    PSQueue    >= 1.1     && < 1.2,
+    base       >= 4.8     && < 4.10,
+    containers >= 0.5.6.2 && < 0.6,
+    hslogger   >= 1.2.1   && < 1.3,
+    stm        >= 2.4.4.1 && < 2.5
+  hs-source-dirs:      src
+  default-language:    Haskell2010
+  ghc-options: -Wall
diff --git a/src/Control/Concurrent/LoadDistribution.hs b/src/Control/Concurrent/LoadDistribution.hs
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--- /dev/null
+++ b/src/Control/Concurrent/LoadDistribution.hs
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+{-# LANGUAGE NamedFieldPuns #-}
+{- |
+  This module provides utilities for client-side load balancing.
+-}
+module Control.Concurrent.LoadDistribution (
+  evenlyDistributed,
+  LoadBalanced,
+  withResource,
+  map,
+) where
+
+import Prelude hiding (map)
+
+import Control.Concurrent.STM (atomically)
+import Control.Concurrent.STM.TVar (TVar, newTVar, readTVar, writeTVar,
+  modifyTVar)
+import Control.Exception (bracket)
+import Data.PSQueue (PSQ, minView, adjust, Binding((:->)), alter, insert)
+import Data.Set (Set, member)
+import qualified Data.PSQueue as Q (empty)
+import qualified Data.Set as Set (foldr, map)
+import qualified System.Log.Logger as L (debugM)
+
+{- |
+  A load balancing technique that evenly load across multiple resources, where
+  "even" is figured based on the current number of simultaneous threads using
+  the resource.
+
+  Some notes on implentation: The priority portion of the priority queue
+  is a tuple of the form (p :: Int, r :: Int). The first element, @p@, stands
+  for "processes", and indicates the number of simultaneous threads that are
+  using the specific resource. This value is incremented and decremented as
+  threads acquire and release the resource. The second element, @r@, stands for
+  "round robin". Its purpose is to act as a tie breaker between resources that
+  have the same @p@ value by giving priority to whichever resource has been
+  chosen fewer times. It is always incremented and never decremented. Without
+  the @r@ component, the deterministic nature of the priority queue will
+  heavily favor resources that come first in the sorted list of resources.
+-}
+evenlyDistributed
+  :: (Ord resource)
+  => IO (Set resource)
+    -- ^ An IO action that can be used to obtain a tagged list of
+    --   resources.  This is an IO action because the set of resources
+    --   is allowed to change dynamically.
+  -> IO (LoadBalanced resource)
+evenlyDistributed getResources = do
+  psQueueT <- atomically (newTVar Q.empty)
+  return LB {psQueueT, getResources}
+
+
+{- |
+  An object that keeps track of load balancing across threads.
+-}
+data LoadBalanced resource =
+  LB {
+    psQueueT :: TVar (PSQ resource (Int, Int)),
+    getResources :: IO (Set resource)
+  }
+
+
+{- |
+  Derives a new load balancer from an existing load balancer, allowing the
+  resource type to be mapped from one type to another. This requires IO
+  (as opposed to implementing this using @instance Functor@) because we
+  have to create a new shared load balancing state.
+-}
+map :: (Ord b) => (a -> b) -> LoadBalanced a -> IO (LoadBalanced b)
+map f lb = do
+  psQueueT <- atomically (newTVar Q.empty)
+  return LB {psQueueT, getResources = Set.map f <$> getResources lb}
+
+
+{- |
+  Execute some kind of IO Action with the least loaded resource. If, for
+  whatever reason, there are no available resources, then `Nothing` is passed
+  to the user-provided action function.
+-}
+withResource
+  :: (Show resource, Ord resource)
+  => LoadBalanced resource
+  -> (Maybe resource -> IO a)
+  -> IO a
+withResource LB {psQueueT, getResources} action = do
+  resources <- getResources
+  invokeResource psQueueT resources action
+
+
+{- |
+  Invoke the resource.
+-}
+invokeResource :: (Ord resource, Show resource)
+  => TVar (PSQ resource (Int, Int))
+  -> Set resource
+  -> (Maybe resource -> IO a)
+  -> IO a
+invokeResource psQueueT targets =
+    bracket checkout checkin
+  where
+    checkout = do
+      url <- atomically $ do
+        queue <- updateTargets <$> readTVar psQueueT
+        (newQueue, resource) <- getBest queue
+        writeTVar psQueueT newQueue
+        return resource
+      debugM ("Choosing: " ++ show url)
+      return url
+      where
+        getBest queue =
+          case minView queue of
+            Nothing -> return (queue, Nothing)
+            Just (resource :-> (p, r), newQueue) ->
+              if resource `member` targets
+                then return (
+                    insert resource (p + 1, r + 1) newQueue,
+                    Just resource
+                  )
+                else getBest newQueue
+          
+    checkin Nothing = return ()
+    checkin (Just resource) = atomically $
+      modifyTVar
+        psQueueT
+        (adjust decrement resource)
+      where
+        decrement (p, r) = (p - 1, r)
+
+    updateTargets queue =
+      Set.foldr
+        (alter insertMissing)
+        queue
+        targets
+      where
+        insertMissing Nothing = Just (0, 0)
+        insertMissing (Just p) = Just p
+
+
+{- |
+  Shorthand logging.
+-}
+debugM :: String -> IO ()
+debugM = L.debugM "load-balancing"
+
+
