Endorsement Agreement - CASE FINANCIAL INC - 12-15-1999 by CSEF-Agreements

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									EXHIBIT 10.4 ENDORSEMENT AGREEMENT THIS AGREEMENT is entered into as of August ___, 1999 by and between AcuBid.Com, Inc. ("AcuBid" or "the Company"), a Delaware domesticated corporation whose address is 1947 Camino Vida Roble, Suite 102, Carlsbad, California 92008 on the one hand, and Lawrence (Yogi) Berra ("Yogi Berra") and LTD Enterprises, a Delaware Corporation whose mailing address is _________________, on the other hand. WITNESSETH WHEREAS, Yogi Berra is a well-known athletic personality having consumer recognization through television and other media exposure; WHEREAS, AcuBid is in the business of conducting an internet auction house for high-end collectibles, specifically, sports memorabilia; WHEREAS, AcuBid desires to obtain Yogi Berra's services and to use Yogi Berra's name and likeness in connection with a planned television and multi-media advertising campaign to promote AcuBid's high-end sports memorabilia auctions; and, WHEREAS, Yogi Berra wishes to provide such services and grants AcuBid the use of his name and likeness in connection with such promotion and endorsement of AcuBid's on-line sports memorabilia auctions. NOW THEREFORE, for and in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows: 1. Definitions. As used herein, the terms set forth below shall be defined as follows: (a) "Endorsement" shall mean the right to use the name, nickname, character, visual representation, likeness, videotapes, photographs, voice or endorsement. (b) "Contract Period" shall mean that period of time commencing August ___, 1999 and concluding August ____, 2001. 1

(c) "Contract Territory" shall be worldwide, including the world wide reach of the internet. 2. Services Provided and Rights Granted by Yogi Berra. Yogi Berra agrees to provide the following services and grants the following rights to AcuBid: (a) Chat Room. During the term of the contact Yogi Berra shall make himself available six hours per calendar quarter to participate in live "chat room" discussions on the Company's internet site. In no event shall any single "chat room" sitting exceed one (1) hour. (b) Film Sessions. Yogi Berra shall be available for one (1) day(s) of film\tape and such further sessions as both Yogi Berra and AcuBid mutually agree for creation of films or tapes of him to be used in connection with the advertising, promotion and endorsement of the AcuBid website and high-end sports memorabilia auctions, specifically for the production of a television commercial. (c) Voice Over. Yogi Berra shall be available for one (1) day of voice over taping sessions to be used in connection with the television commercial for the advertising, promotion, and endorsement of the AcuBid website and its high-end sports memorabilia auctions. (d) Photography Session. Yogi Berra shall be available for one (1) day for photograph session(s) and such further sessions as Yogi Berra and AcuBid mutually agree for the creation of photographs of him to be used in connection with advertising, promotion and endorsement of the AcuBid.Com, Inc. and its sports memorabilia auction, including, without limitation, trade brochures and other point of sale materials. One day, for the purpose of this Section 2, shall be limited to eight hours. (e) Advisory Board. Yogi Berra will join and participate in the advisory board of AcuBid.Com for the contract period. (f) Yogi Berra shall be available for such additional photographic and film/tape sessions and appearances in the future as the parties shall mutually agree. (g) All expenses incurred by Mr. Berra in conjunction with this Paragraph 2 will be borne by AcuBid and paid in advance or promptly reimbursed. All travel will be First Class including, but not limited to, air and ground travel and hotel lodgings. 2

3. Grant of Endorsement Rights. Yogi Berra hereby grants AcuBid the exclusive right and license within the Contract Territory during the Contract Period to use his endorsement in connection with the promotion, advertising, marketing and sale of AcuBid.Com and its on-line auctions. Yogi Berra further covenants and agrees that he will not, during the Contract Period, endorse any other on-line auctions. 4. Approval of Advertising. It is understood and agreed that AcuBid will supply Yogi Berra with all advertising copy, and material generated in connection with the production of any television commercial provided for in paragraph 2 above used or to be used in connection with his endorsement and that such copy and material will be so supplied prior to the use thereof insofar as AcuBid can conveniently do so, but in any event, be supplied as soon thereafter as possible. AcuBid further agrees that it will prevent the use or further use, as the case may be, of any such advertising copy or materials in connection with such commercial as is at any time expressly disapproved by Yogi Berra. Yogi Berra agrees that he will not unreasonably disapprove or reject any such advertising material. If Yogi Berra does not disapprove any advertising copy or other materials associated with such commercial, submitted to him for approval within three (3) days after the receipt thereof, said materials shall deem to have been approved hereunder. Use of all advertising materials developed hereunder shall be limited in use to the duration of this Agreement 5. No Conflicting Agreements. Yogi Berra represents and warrants that he has made no prior agreements regarding endorsement of any other internet on-line auctions or websites which would be effective at any period of time during the contract period, and that he is free to enter into this Agreement and to be bound by the terms herein. Yogi Berra further represents and warrants that he has no knowledge of any rule, regulations, or policies of any organization which would prohibit or limit his power and right to enter into and be bound by the terms of this Agreement. Yogi Berra further agrees that during the Contract Period he will not authorize or permit the use of his name, picture, portraits, performance, likeness, voice, biographical material or endorsement by any other person, firm, or entity other than AcuBid in connection with the advertising, promotion or sale of internet or online auctions or websites. 6. Company to Purchase Sports Memorabilia. During the Contract Period, AcuBid may, from time to time, purchase sports memorabilia from LTD Enterprises, a company owned by Yogi Berra and the Berra family, at wholesale not retail prices. 7. Additional Promotion. During the Contract Period, both Yogi Berra and AcuBid agree that it would be of mutual benefit for Yogi Berra to promote AcuBid's online auctions and 3

websites whenever the opportunity for such promotion arises as specifically agreed to by the parties. 8. Compensation. For the rights and benefits granted to AcuBid pursuant to this Agreement, AcuBid agrees to transfer Thirty Thousand (30,000) shares of its Common Stock to Yogi Berra and or his designees in accordance with instructions provided by Yogi Berra, the family or their company LTD Enterprises. In accordance therewith, the Company represents and warrants as follows: Pursuant to Rule 6530 and 6540 of the Marketplace Rules of the NASDAQ Stock Market, the Company must undertake all acts required by law and the Marketplace Rules by December 1, 1999 to become a reporting company within the meaning of Section 13 of the Securities Exchange Act of 1934. Once the Company becomes a reporting company, the Company will be eligible to register the shares of its employee and consultants, including the shares covered by this Agreement, on Form S-8 promulgated under the Securities Act of 1933, which is a summary form of registration. The Company will use its best efforts to file a Form 10 or Form 10SB registration, the first act required to become a reporting company, not later than September 1, 1999 and thereafter will assist Yogi Berra, the Berra family and/or LTD Enterprises in processing the registration of its shares on Form S-8. The purpose of this provision is to insure the fastest and most complete marketability of the shares transferred under this Paragraph 8 as registered shares which may be freely traded. 9. No Obligation. Yogi Berra acknowledges that AcuBid has no obligation to produce or use any of the promotional, advertising, or endorsement materials referred to herein, its entire obligation hereunder being fulfilled by conveying and transferring the Thirty Thousand (30,000) shares of stock. 10. Union Membership. Yogi Berra agrees that if any of the services rendered by him hereunder necessitate his membership in any union(s) having jurisdiction, and he is not a member in good standing of such union(s), he will immediately take all necessary steps to secure and maintain such membership at the cost and expense of, and with the assistance of, AcuBid. 11. Injunctive Relief. Yogi Berra acknowledges that the services and rights he is performing and granting hereunder are unique and of peculiar value and impossible to replace, and thus, any breach of this Agreement will cause irreparable damage to AcuBid. Yogi Berra therefore agrees AcuBid shall be entitled as a matter of right to seek the enforcement of this Agreement and all if its terms by way of an injunction or other relief in a court of equity in addition to such other and further relief as AcuBid shall be entitled to at law. 4

12. Indemnification. AcuBid agrees to protect, indemnify, and save harmless Yogi Berra, the Berra family and the Berra entity LTD Enterprises from and against any and all expenses, damages, claims, suits, actions, judgments, and costs whatsoever, including reasonable attorneys fees, arising out of or in any way connected with any claim or action relating to AcuBid's online auctions, its website or its chat room, and the memorabilia that is the subject of such auctions. This indemnification specifically excludes any action by Yogi Berra, the Berra family, or LTD Enterprises that may arise in connection with their trading of AcuBid stock after they receive the shares provided for in Paragraph 8. 13. Right of Termination of AcuBid and Yogi Berra. (a) In the event of: (1) any material breach by Yogi Berra of any of the terms or provisions of this Agreement; or, (2) in the event that Yogi Berra shall cease for any reason (such as resignation, termination, death, disability or otherwise) to be a well known athletic personalty; or, (3) fails, refuses, neglects or is unable to render services contemplated herein or fulfill the obligations of this Agreement because of willful failure to cooperate with AcuBid; or, (4) suffers any mental or physical disability or illness or substantial change of appearance, including facial or bodily disfigurement; and, such breach, cessation, failure or physical or mental impairment is not cured within fifteen (15) days after written notice thereof from AcuBid to Yogi Berra, AcuBid shall have the right in its sole discretion to terminate this Agreement upon fifteen (15) days' prior written notice to Yogi Berra, such termination to be effective upon the expiration of such notice period. AcuBid may elect in its sole discretion not to terminate the contract, should any of the events of termination described in this paragraph 13(a) occur. (b) In the event AcuBid shall materially breach of any of the terms or provisions of this Agreement, and such nonpayment or breach has not been cured within fifteen (15) days' after written notice thereof from Yogi Berra to AcuBid, Yogi Berra shall have the right to terminate this Agreement upon ten (10) days' prior written notice to AcuBid, such termination to be effective upon the expiration of such notice period. 14. Use of Name in Conjunction with Likeness. AcuBid agrees to display Yogi Berra's name in reasonable proximity to any use of his likeness in connection with the promotion, advertisement or endorsement of AcuBid online auction or website in the form of print, script, Yogi Berra's signature and/or any other legible form, at AcuBid's discretion. Yogi Berra agrees to provide AcuBid with a sample of his signature for such purpose if AcuBid so requests. 5

15. Competitive Products. During the term of this Agreement and until July ___, 2001, Yogi Berra agrees that he will not furnish services or materials, or authorize or permit the use of his name, pictures, portraits, performances, likeness, voice, biographical material or endorsement by any person, firm or entity other than AcuBid in connection with the advertising, promotion, endorsement or sale of internet/online auction services including, but not limited, to those relating to sports memorabilia, other than AcuBid's. 16. Agreement to Negotiate. Yogi Berra and AcuBid agree at the end of the Contract Period to negotiate in good faith any extension, or modification of this Agreement or such new agreement as the parties in good faith deem applicable. 17. Confidentiality of Agreement. The substance of this Agreement shall not be divulged by Yogi Berra or his representatives, agents, or attorneys, except to any person in the course of any legal proceeding to which any of the parties to this Agreement is a party for the purpose of securing compliance with this Agreement. 18. Notices. All statements, notices and mailings of any nature contemplated hereunder shall be sufficient if mailed certified mail, return receipt requested, postage prepaid, addressed to the respective parties at the addresses set forth below, unless a party notifies the other by such notice of a new address, in which event such new address shall be employed for all subsequent mailings:
To AcuBid.Com, Inc.: AcuBid.Com, Inc. 1947 Camino Vida Roble Suite 102 Carlsbad, CA 92008 Kristin M. Cano Law Offices of Kristin M. Cano One Corporate Plaza, Suite 110 Newport Beach, CA 92660

With a copy to:

To Yogi Berra: To the Agent: Tim Berra LTD Enterprises

6

19. Significance of Headings. Paragraph headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. 20. Entire Agreement. This Agreement embodies the entire agreement between the parties as of the date hereof, and no modifications, amendments or variations therefrom shall be of any effect unless in writing signed by a duly authorized office of the Partners and by Yogi Berra. 21. No Partnership, Etc. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between AcuBid and Yogi Berra. 22. Bind and Inure. This Agreement shall bind against and inure to the benefit of any successor and assign of AcuBid. The parties hereto expressly agree that in view of the personal services contemplated pursuant to this Agreement, Yogi Berra, shall have no right to assign his obligations or covenants hereunder to any third party without the express written approval of a duly authorized officer of AcuBid. 23. Controlling Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the laws of the State of California and venue shall be in San Diego, California. 24. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration hereunder shall be conducted in San Diego, California. 7

25. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. AcuBid.Com, Inc.
By: /s/ LAWRENCE SCHAFFER --------------------------------------Lawrence Schaffer, President

Lawrence (Yogi) Berra
By: /s/ LAWRENCE BERRA --------------------------------------Lawrence (Yogi) Berra, an individual

LTD Enterprises By: [SIGNATURE ILLEGIBLE] Pres. L.T.D. (Name and Title) 8

EXHIBIT 10.5 ACUBID.COM INC. This Agreement entered into this 16th day of August 1999 between Johnny Bench ("Athlete") and AcuBid.com Inc. (the "Company"). A. Athlete Agrees to: 1. Serve as a Member of the Company's Sports Advisory Board. 2. As a member of said board the Athlete shall allow the Company to use the Athlete's name for promotional purposes during the term of this Agreement to promote the Company's Internet website but not any specific products without the prior written approval of Athlete. 3. The Athlete will make himself available for two (2) hours per month for live online chats on the Company's Internet website on dates and at times mutually agreeable to Athlete and the Company. 4. The Athlete will sign sports memorabilia as requested by the Company during the term of this Agreement and grants to the Company the right to market said memorabilia but Athlete has the right to approve all such memorabilia as to quality and content. Such approval by Athlete shall not be unreasonably withheld. No item bearing Athlete's name or likeness will be sold by the Company without Athlete's written approval. B. The Company Agrees to: 1. Issue to the Athlete as of the date of this Agreement 20,000 (twenty thousand) shares of common stock of the Company for serving on its Advisory Board. 2. Use its best efforts to create and market memorabilia signed by the Athlete on behalf of the Company pursuant to Section A(4). 3. Issue to the Athlete, or his nominee, as of the date of his Agreement an additional 10,000 (ten thousand) shares of common stock in the Company for the rights granted under Section A(4) of this Agreement. 4. Pay to the Athlete 70% (seventy percent) of the gross proceeds (gross sales price less actual costs of goods only) of all memorabilia sold by the Company pursuant to this Agreement. Payment to be made monthly on the tenth day of each month for all memorabilia sold in the previous month.

5. Upon the signing of this Agreement pay to the Athlete $25,000 (twenty five thousand dollars) as an advance against any amounts due to the Athlete for sports memorabilia sold pursuant to this Agreement. C. The Parties Agree: 1. The term of this Agreement shall be two years and shall be renewable annually at the mutual agreement of the parties. 2. That should the amounts due to the Athlete under Section B(4) of this Agreement not total $25,000 (twenty five thousand dollars) during the term of this Agreement, the Athlete shall nonetheless be entitled to retain the entire amount of $25,000 (twenty five thousand dollars) as additional compensation providing that no material provision of this Agreement has been breached by Athlete and not cured by Athlete within 30 days after receiving written notice of such breach from the Company. 3. The Athlete shall not be precluded from signing memorabilia for any non-commercial purpose, but may not sign any memorabilia for compensation during the term of the Agreement except on behalf of the Company or with the Company's approval in writing. The Company will not unreasonably withhold such consent. Notwithstanding this Agreement, Athlete may: (i) sign any memorabilia pursuant to any agreement entered into before the date of this Agreement; (ii) participate in major league baseball's "All Century Team Program" otherwise known as "the All Century Celebration"; (iii) participate once in each year in any 1975 and 1976 Big Red Machine reunions or similar Big Red Machine promotions; (iv) sign and/or sell Athlete's memorabilia on Athlete's own website and Athlete will work with the Company to link such website with Company's website; and (v) participate in the pending five all time greatest catchers promotion including show, picture and poster. Athlete will use his best efforts to obtain 25 memorabilia items from each program in which he participates under (iii) and (v) above for sale by the Company for which Athlete will be compensated under B(4). 4. The Company hereby covenants and agrees to (i) register its common shares under the Securities and Exchange Act of 1934, as amended, and (ii) register the Shares awarded pursuant to Section B(1) and (3) (the "Shares") to Athlete pursuant to an 2

effective Registration Statement on Form S-8. In the event the Company fails to satisfy the foregoing covenants on or before December 1, 1999 Athlete shall have the right, at his option, to terminate this Agreement upon written notice to the Company at any time prior to December 31, 1999, in which event the stock issuance shall be voided and the Shares returned by Athlete to the Company; provided however, Athlete shall be entitled to retain or receive all other amounts paid or payable under this Agreement. In the event Athlete does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, provided that the exclusivity provisions contained in Section C(3) shall be terminated and of no further and effect on and after December 1, 1999. 5. The Company covenants that to date it has not provided more favorable compensation and/or terms to any other athlete for comparable services. 6. All notices required or given hereunder or in connection herewith shall be in writing and shall be considered to have been given when mailed, certified or registered mail, postage prepaid, to the other party addressed as hereinafter set forth or in such other manner as the addressee party shall have designated by notice in writing: AcuBid.com Inc. 1947 Camino Vida Roble, Suite 102 Carlsbad, California 92008 Mr. Johnny Banco c/o, Reuven J. Katz, Esq. Katz, Teller, Brant & Hild 255 East Fifth Street, Suite 2400 Cincinnati, Ohio 45202-4724 Agreed to by: Agreed to by: AcuBid.com Inc.
/s/ JOHNNY BENCH ----------------------------------By: [Illegible] --------------------------------

Johnny Bench Its: CFO 3

EXHIBIT 10.6 [ACUBID.COM LETTERHEAD] October 1, 1999 Neil J. Salkind Studio B Literary Agency 734 Indiana Street Lawrence, KS 66044 Re: Acubid.com Deal Neil: Thank you for taking the time to visit our facilities and share your thoughts with us. It was very informative and helpful. After discussing what you could bring to the Company with our Board of Directors we would like to invite you to become a member of our Advisory Board. As a member you would be available, consistent with your own schedule, to consult with the Company regarding the design, functionality, use and all other phases of our website. The Company would have the right to use your name and credentials as a member of said Board in any of its marketing endeavors. In exchange for serving on the Advisory Board from 10/1/99 through 10/1/2000 you would receive and option to purchase 10,000 shares of common stock of the Company for $2.00 per share. The option shall be for a two year term. In addition you would receive 5,000 shares of stock in the Company as payment for your advisory services. If this is acceptable please sign and return a copy of this letter. We all look forward to working with you and gaining from your knowledge and experience in this area to make Acubid.com the premier auction site on the worldwide web.
Very sincerely, /s/ M. A. SCHAFFER AcuBid.com Inc. Michael Schaffer CEO Approved /s/ NEIL J. SALKIND Neil J. Salkind

EXHIBIT 10.7 [AcuBid.com Inc. Letterhead] April 26, 1999 Waddy Stephenson Dear Mr. Stephenson, It is the purpose of this letter to set forth the terms of an employment agreement between Waddy Stephenson residing at 2969 Lexington Circle, Carlsbad, California 92008 and AcuBid.com Inc. at 2185 Faraday Ave., Suite 1 00, Carlsbad, California 92008. 1. It is the desire of AcuBid.com Inc. to employ the services of Waddy Stephenson on a full time basis for a period of one-year beginning May 1, 1999. 2. During the period, Waddy Stephenson will serve as Vice President of Technical Development. 3. Waddy Stephenson will be responsible for software development that the Company is actively working on, which will include development and implementation of an online Internet auction website including all features as agreed upon by the parties. 4. Waddy Stephenson will be compensated at a rate of $8,333.33 gross pay per month for $1 00,000 per year. 5. Waddy Stephenson shall receive 30,000 shares of the Company for services previously preformed. 6. Waddy Stephenson shall receive an option to purchase 100,000 shares of the Company's stock at $0.45 per share.
Agreed to by: Agreed to by:

/s/ NORMAN SCHWARTZ ----------------------------------Norman Schwartz

/s/ WADDY STEPHENSON ----------------------------------Waddy Stephenson

EXHIBIT 10.8 [AcuBid.com Letterhead] July 29, 1999 Richard Schwartz 4676 Serenata Place San Diego, CA. 92130 Re: Employment Contract Dear Richard: Pursuant to our conversations and the conclusion of a month consulting Agreement with AcuBid.com (the Company), the Company is prepared to offer you a one year employment contract. Your position would be Vice President Marketing and Marketing Director. Your duties would include, but not be limited to, directing and coordinating all marketing efforts on behalf of the Company. This would include developing and implementing a strategic marketing plan for the Company, as well as organizing and implementing all phases of business development activities. Your duties would also include working with our P.R. firm and supervising all advertising as well as assisting with our CSR system to be implemented. Your compensation would be a base salary of $6750 per month plus an additional $250 per month as credit toward a medical plan. The Company will also grant you a qualified two year option to purchase 50,000 shares of common stock in the Company at $3. 00 per share. As a signing bonus the Company would also issue 15,000 shares of common stock in the Company contingent on you completing one year of employment with the Company commencing August 1, 1999. If this is agreeable please sign and return a copy of this letter and we will draft a more formal agreement. Very sincerely, Approved Michael Schaffer Richard Schwartz CEO

EXHIBIT 10.9 PACIFIC RIDGE COMMERCE CENTRE OFFICE SPACE LEASE THIS AGREEMENT OF LEASE is made in duplicate originals in Carlsbad, San Diego County, this 30th day of April, 1999, by and between PACIFIC RIDGE COMMERCE CENTRE, a California Limited Partnership, hereinafter called "Landlord" as Lessor, and Acubid.com, Inc., a Delaware Corporation, hereinafter called "Tenant" as Lessee. Exhibits A, B, C, D and E and Addendums 48, 49, 50 and 51 are attached hereto and incorporated into and form a part of this Lease as included on Pages n/a through and including n/a. Landlord and Tenant agrees as follows: 1. LEASE INFORMATION AND SUMMARY (a) Address of Premises: Suites 102 and 103, 1947 Camino Vida, Roble, Carlsbad, California (b) Floor(s) upon which Premises are located: 1st (c) Premises consist of approximately 3,081 square feet. (d) Basic Annual rent is $59,155.20, payable at the rate of $4,929.60 per month. Security deposit is $4,929.60 (Does not include rent). (e) Period of term (in months or years): Thirty-six (36) months (f) Commencement Date: June 1, 1999 (Upon completion of T.I.'s and prior to June 1 commencement, Tenant may occupy Premises rent free) (g) Termination Date: May 31, 2002 (h) Estimated Commencement Date: June 1, 1999 (i) Base Direct Expense Year: 1999 % of Building Direct Expenses: 12.5% % of Common Area Direct Expenses: 12.5% (j) Permitted use of Premises (Section 8): General Office (k) Address of payments, notices and deliveries: Owner: Pacific Ridge Corporate Centre 1947 Camino Vida Roble, Suite 104, Carlsbad, CA 92008 Tenant: 1947 Camino Vida Roble, Suite 102/103, Carlsbad, CA 92008 (l) Cancellation Date: n/a (m) Receipt is hereby acknowledged by Owner of the following sums: $4,929.60 for Security Deposit. $4,393,60 for rent for first full month of term. ($4,929.60 less $536.00 rent abatement for the 335 square foot

"open office") "LANDLORD": PACIFIC RIDGE COMMERCE CENTRE
BY: /s/ WILLIAM A. SHIRLEY ----------------------------------------William A. Shirley, General Partner BY: ----------------------------------------DATE: ---------------"TENANT": Acubid.com, Inc., a Delaware Corporation DATE: 5/4/99 ----------------

BY: /s/ NORMAN SCHWARTZ ----------------------------------------Norman Schwartz, CFO BY: -----------------------------------------

DATE: 5/3/99 ----------------

DATE: ----------------

WITNESSETH: 2. LEASE OF PREMISES. In consideration of the rent and other charges to be paid, and the covenants and conditions to be performed and observed by Tenant, Landlord does hereby lease to tenant and Tenant does hereby hire from Landlord those premises delineated and described in Exhibit "A" and located within the office building located at the address set out in Article 1. The parties hereto agree that said letting and hiring is upon and subject to the terms, covenants and conditions herein set forth and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. 3. TERM. The term of this Lease shall begin on the Commencement Date and shall run for the period set out in Article 1 plus any period of less than one (1) month between the Commencement Date and the first (1st) day of the next succeeding calendar month. 4. COMMENCEMENT. If the Commencement Date is known upon the execution of this Lease, that date and the termination date are as set forth in Article 1. If that date is not known upon the execution of this Lease, the parties shall upon agreeing on such date immediately execute a supplement in such form as required by Owner stating such commencement date and termination date, which dates shall also be inserted in Article 1. If no such date is agreed upon, the Commencement Date shall be the date upon which Landlord tenders possession of the Premises to Tenant. Notwithstanding anything to the contrary contained in this Lease, should Commencement Date not occur on or before the date set forth in Article 1 as the Cancellation Date, this Lease shall be deemed canceled as of the Cancellation Date without further act of the parties. Should Landlord tender possession of the Premises to Tenant prior to the date specified for commencement of the term hereof, and Tenant elects to accept such prior tender, such prior occupancy shall be subject to all of the terms, covenants and conditions of this Lease, including the payment of rent. 5. BASIC RENTAL. (a) Throughout the term Tenant shall pay as rent the basic annual rental for said premises in the amount set forth in Article 1 plus the adjustment for increases in the cost of operation and maintenance as hereinafter provided. The rent shall be payable in equal monthly installments in advance on the first (1st) day of each and every calendar month. The payment for the first full month of the term is to be made concurrently with the execution of this Lease. When the Commencement Date is other than the first (1st) day of a calendar month, the rent payable for the partial month following the Commencement Date shall be prorated on a daily basis and shall be payable on the Commencement Date of the term. Tenant acknowledges that late payment by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the premises. Therefore, in the event Tenant shall fail to pay any installment of rent or any sum due hereunder after such amount is due, Tenant shall pay to Landlord as additional rent a late charge equal to ten percent (10%) of such installment or other sum of $25.00 per month whichever is greater. A $10.00 charge will be paid by the Tenant to the Landlord for each returned check. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall neither constitute a waiver of Tenant's default with respect to such overdue amount nor prevent Landlord from exercising any other right or remedy granted under this Lease. (b) The minimum monthly rental shall be adjusted on each anniversary of the commencement date of this lease in the following manner: The Consumer Price Index for all Urban Consumers (base year 1967 = 100) for San Diego California, published by the United States Department of Labor, Bureau of Labor Statistics ("Index"), which is published for the date nearest the anniversary of the commencement date of this lease ("Anniversary Index"), shall be compared with the Index published for the date immediately preceding the month in which the term of this lease commences

("Beginning Index"). If this Anniversary Index has increased over the Index applicable to the previous year, the minimum monthly rent payable during the succeeding year shall be set by multiplying the minimum monthly rental for the immediately preceding year by a fraction, the numerator of which is the Anniversary Index and the denominator of which is the prior year's Anniversary Index except in the second year when the denominator shall be the beginning year. If the Index is changed so that the base year differs from that used as of the month immediately preceding the month in which the lease term commences, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. In the Index is discontinued or revised during the term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised, as Landlord shall select. However, in no event shall rent be reduced below the monthly rental in effect immediately preceding such adjustment. Failure of Landlord to demand any adjustment hereunder shall not constitute waiver of Landlord's rights hereunder.

6. RENTAL ADJUSTMENT. (a) Commencing with the beginning of the calendar year next following the calendar year in which this Lease commences, and for each succeeding calendar year thereafter, Tenant shall pay to Landlord monthly upon demand as additional Rent the percentage shares set forth in Article 1 with respect to the areas outlined on Exhibit "B" of any increase in "Building or Common Area Direct Expenses" over and above the "Building or Common Area Direct Expenses" actually incurred during the calendar year in which the term of this Lease commenced. The "Building Direct Expenses" percentage is that portion of the tenant's space as it relates to total space available to rent in the building. The "Common Area Direct Expenses" percentage is that portion of the tenant's space as it relates to the space available to rent in all of the completed buildings, which shall be adjusted downward as additional buildings are completed. Landlord shall bill Tenant for the actual or estimated increase in expenses. Within sixty (60) days after the end of each calendar year, Landlord will provide Tenant with a statement of actual direct expenses for said calendar year and all payments to Landlord by Tenant for said calendar year which were made on the basis of estimates will be adjusted accordingly. (b) For the purpose of this article the term "Building Direct Expenses" as used herein shall include: All direct costs of operation and maintenance paid by Landlord with respect to the building or the land on which the building is located as outlined in Exhibit "B", as determined by standard accounting practices, and shall include the following costs by way of illustration: real property taxes and assessments, including any form of assessment, licensing fee, rental tax, gross receipts tax, levy or penalty imposed by any authority having the direct or indirect power to tax at any time during the term of this lease, whether assessed against the Landlord or assessed against the Tenant and collected by the Landlord, or both; water and sewer charges; insurance premiums; utilities; janitorial services; labor; professional fees and costs; management fees; air conditioning and heating; elevator maintenance; supplies; materials; equipment; and tools. ("Building Direct Expenses" and "Common Area Direct Expenses" shall not include depreciation on the Building of which the Premises are a part or equipment therein, loan payments, or real estate brokers commission.) (c) For the purposes of this article the term "Common Area Direct Expenses" as used herein shall include: All direct cost of operation and maintenance paid by Landlord with respect to the common area surrounding the building as outlined in Exhibit "C", as determined by standard accounting practices and shall include the following costs by way of illustration: water and sewer charges; insurance premiums; utilities; labor; landscape maintenance; supplies; materials; equipment; tools; cost of resurfacing and upkeep of all parking areas, structures and common areas; real property taxes and assessments. (d) The rent payable hereunder shall be further adjusted as follows: Tenant shall pay Landlord as additional rent the percentage established in sub-paragraph (a) above of the Cost Saving Capital Improvement Amortization amount with respect to such Cost Saving Capital Improvements as may be made by Landlord. For purpose hereof, "Cost Saving Capital Improvements" shall mean any equipment, device or other improvement acquired subsequent to the commencement of the construction of the Building (1) to achieve economies in the operation, maintenance and repair of the Building, (2) to comply with any statute, ordinance, code, controls or guidelines, or (3) to comply with any other governmental requirement with respect to the Building or land on which the Building is located (the "Land") including, without limitation, energy, fire, safety or construction requirements, if the cost thereof is capitalized on the books of Landlord in accordance with generally accepted accounting practices. "Cost Saving Capital Improvement Amortization" shall mean the amount determined by multiplying the actual cost, including financing costs, of each Cost Saving Capital Improvement acquired by Landlord by the constant annual percentage required to fully amortize such cost over the useful life of the Cost Saving Capital Improvement (as reasonably estimated by Landlord at the time acquisition). To the extent any Cost Saving Capital Improvement is not financed by Landlord, Cost Saving of Capital Improvement Amortization shall include interest on the unamortized cost of the Cost Saving Capital Improvement at the rate of 2% above the prime rate charged by the Bank of America National Trust and Savings Association for short term unsecured loans to its most preferred customers, but not in excess of the maximum rate permitted by law. 7. SECURITY DEPOSIT. Concurrently with the execution of this Lease, Tenant has deposited with Owner the sum stated in the attached Article 1, receipt of which is hereby acknowledged, to secure the faithful performance by Tenant of all terms,

covenants and conditions of this Lease by Tenant to be kept and performed during the term hereof. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any other amount when Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, upon demand therefore, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interests hereunder) at the expiration of the Lease term, provided that Landlord may retain the security deposit until such time as any amount due from Tenant in accordance with Articles 5 and 6 hereof has been determined and paid in full.

8. USE. The premises shall be occupied and used by Tenant and Tenant's employees solely for the purpose of conducting therein the business set forth in Article 1 and shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. Tenant shall not use or occupy the Premises in violation of law or of the certificate of occupancy issued for the Building of which the Premises are a part, and shall, upon five (5) days written notice from Landlord, discontinue any use of the Premises which is declared by any governmental authority having jurisdiction to be not in compliance with any applicable statute, ordinance, rule, regulation, order, restriction of record or requirement which shall, by reason of the nature of tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Building and/or property located therein and shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord for any additional premium charges for such policy by reason of Tenant's failure to comply with the provisions of this article. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them, or use or allow the Premises to be used for improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upon Premises. 9. NOTICES. Any notice required or permitted to be delivered to tenant may be delivered personally or by mail and if given by mail shall be deemed sufficiently given if sent by registered or certified mail addressed to Tenant at the Building of which the Premises are a part, or to Landlord at 1947 Camino Vida Roble #104, Carlsbad, CA 92008. Either party may by written notice to the other specify a different address for notice purposes except that the Landlord may in any event use the Premises as tenant's address for notice purposes. 10. BROKERS. Tenant warrants that it has had no dealing with any real estate broker or agent in connection with the negotiation of this Lease, excepting only those which Landlord has been notified of by Tenant in writing on or before this date and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. 11. HOLDING OVER. If Tenant holds over after the expiration or earlier termination of the term hereof without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, at the rental rate in effect upon the date of such expiration (subject to adjustment as provided in Article 5 hereof and prorated on a daily basis), and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal. The foregoing provisions of this paragraph are in addition to and do not affect Landlord's right of reentry or any other rights of Landlord hereunder or as otherwise provided by law. 12. TAXES ON TENANT'S PROPERTY. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges ("taxes") that are levied and assessed against Tenant's personal property installed or located in or on the Premises, and that become payable during the term of this Lease. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. If any taxes on Tenant's personal property are levied against Landlord or Landlord's property, or if the assessed value of the Building and other improvements in which the Premises are located is increased by the inclusion of a value placed on Tenant's personal property or any part thereof, and if Landlord pays the taxes based on the increased assessment of these items, Tenant, on demand, shall immediately reimburse Landlord for the sum of the taxes levied against Landlord's assessment. Landlord shall have the right to pay these taxes regardless of the validity of the levy. 13. CONDITION OF THE PREMISES.

Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises of said Building were at such time in satisfactory condition, except as tenant notes in a written statement of condition to Landlord within 30 days of Commencement Date. 14. ALTERATIONS. (a) Tenant shall make no alterations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord. Tenant agrees that there shall be no construction of partitions or other obstructions which might interfere with Landlord's free access of mechanical installations or service facilities of the Building or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards

having jurisdiction, and in full compliance with the rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least five (5) days written notice of the proposed commencement of such work and shall, unless waived in writing by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10) days after filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises, made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of the Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, given at least thirty (30) days prior to the end of the term, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall restore the Premises to its condition following completion of Landlord's work of construction and installation of tenant improvements in the premises at the commencement of the term of this Lease. (b) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant any time during the lease term. If Tenant shall fail to remove all of its effects from said premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof, and Tenant agrees to pay storage charges on such effects for any length of time that the same shall be in Landlord's possession, or Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to landlord and upon the expense incident to the removal and sale of said effects. 15. REPAIRS. (a) Tenant shall at Tenant's sole cost and expense keep the Premises and every part thereof in good condition and repair, damage thereto from causes beyond the reasonable control of Tenant and ordinary wear and tear excepted. Tenant shall upon the expiration or sooner termination of the term hereof, surrender the Premises to Landlord in the same condition as when received, ordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the premises or any part thereof and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the premises or the building except as specifically herein set forth. (b) Anything contained in the foregoing sub-article to the contrary notwithstanding, Landlord shall repair and maintain the structural portions of the Building, including the basic plumbing, air conditioning and electrical systems installed or furnished by Landlord, unless such maintenance and repairs are caused in part or in whole by the act, neglect, fault of or omission of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless such failure shall persist for any unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Except as provided in Article 23 hereof there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. 16. LIENS. Tenant shall keep the Premises, the Building and the property upon which the Building is situated, free from any liens arising out of the work performed, materials furnished or obligations incurred by Tenant. 17. ENTRY BY LANDLORD. Landlord reserves and shall at any and all reasonable times have the right to enter the Premises to inspect the

same, to supply janitor service and any other service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchases or Tenants, to post notices of nonresponsibility, to alter, improve or repair the Premises or any other portion of the Building, all without being deemed guilty of an eviction of Tenant and without abatement of rent, and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, providing that the folding and other necessary structures where reasonably required by the character of the work to be performed, providing that the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and all means which landlord may deem proper to open said door in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof. It is understood and agreed that no provision of the within Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed herein to be performed by Landlord.

18. UTILITIES AND SERVICES. Landlord agrees to furnish to the Premises during reasonable hours of generally recognized business days, reasonable quantities of electric current for normal lighting and fractional horsepower office machines, water for lavatory and drinking purposes, heat and air conditioning required in Landlord's judgment for the comfortable use and occupation of the Premises, janitorial service and elevator service by non-attended automatic elevator. 19. ASSIGNMENT AS A RESULT OF TENANT'S BANKRUPTCY. (a) In the event this Lease is assigned to any person or entity pursuant to provisions of the Bankruptcy Code, 11 USC ?? 101, et seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other consideration constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid to or turned over to Landlord. (b) If Tenant, pursuant to this Lease, proposes to assign the same pursuant to the provisions of the Bankruptcy Code, to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of the proposed assignment setting forth (i) the name and address of such person, (ii) all of the terms and conditions of such offer, and (iii) the assurances referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to the Landlord by the Tenant no later than twenty (20) days after receipt of such offer by the Tenant, but in any event no later then ten (10) days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid such person for the assignment of this Lease. (c) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignment shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. (d) The following factors may be considered by the Landlord as necessary in order to determine whether or not the proposed assignee has furnished Landlord with adequate assurances of its ability to perform the obligations of this Lease: (1) The adequacy of a security deposit. (2) Net worth and other financial elements of this proposed assignee. (3) Demonstration that assumption or assignment will not disrupt substantially any tenant mix or balance in the office building. (4) It is hereby acknowledged that this is a Lease within an office building within the meaning of Section 365(b) (3) of the Bankruptcy Code. (5) In the event Landlord rejects the proposed assignee, the rights and obligations of the parties hereto shall continue to be governed by the terms of this Lease, and Tenant shall have all the rights of a Tenant under applicable California law. 20. INDEMNIFICATION. Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant's use of the Premises or the conduct of its business or form any activity, work, or thing done, permitted or suffered by the Tenant in or about the Premises, and shall further indemnify and hold harmless Landlord against and from any

and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of the Tenant, or of its agents or employees, and from and against all costs, attorney's fees, expenses and liabilities brought against Landlord by reason of any such claim. Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to person in, upon or about the Premises from any cause whatsoever except that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease and such failure has persisted for an unreasonable period of time after written notice of such failure, and Tenant hereby waives all claims in respect thereof against Landlord. 21. DAMAGE TO TENANT'S PROPERTY. Notwithstanding the provisions of Article 20 to the contrary, Landlord or its agents shall not be liable for any damage to property entrusted to employees of the Building, nor for any loss of or damage to any property by theft or otherwise, nor for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from any pipes, appliances or plumbing works therein or from the roof, street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever. Landlord or its agents shall not be liable for interference with the light or other incorporated hereditaments, nor shall Landlord be liable for any latent defect in the Premises or in the Building. Tenant shall give prompt notice to Landlord in case of fire or accidents in

the premies or in the Building or of defects therein or in the fixtures or equipment. Tenant agrees to carry sprinkler leakage coverage in addition to fire coverage on Tenant's property. 22. INSURANCE -- MUTUAL WAIVER OF SUBROGATION. (a) All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies, qualified to do business in the State of California, acceptable to Landlord and Landlord's lender. Each policy shall name Landlord, and at Landlord's request any mortgagee of Landlord, as an additional insured, as their respective interests may appear, and copies of all policies or certificates evidencing the existence and amounts of such insurance shall be delivered to Landlord by Tenant at least ten (10) days prior to Tenant's occupancy of the Premises. No such policy shall be cancellable except after ten (10) days prior written notice to Landlord and Landlord's lender. Tenant shall furnish Landlord with renewals or "binders" of any such policy at least ten (10) days prior to the expiration thereof. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by the Tenant provided such blanket policies expressly afford coverage to the Premises and to Tenant as required by this Lease. (b) At all times during the term hereof, Tenant shall maintain in effect policies of casualty insurance covering (1) all leasehold improvements (including any alterations, additions of improvements as may be made by Tenant pursuant to provisions of Article 14 hereof), and (2) trade fixtures, merchandise and other personal property from time to time in, on or upon the Premises, in an amount not less than one hundred percent (100%) of their actual replacement cost from time to time during the term of this Lease, providing protection against any peril included within the classification "Fire and Extended Coverage" together with insurance against sprinkler damage, vandalism and malicious mischief. The proceeds of such insurance shall be used for the repair or replacement of the property so insured. Upon termination of this Lease following a casualty as set forth herein, the proceeds under (1) shall be paid to Landlord, and the proceeds under (2) above shall be paid to Tenant. (c) Tenant shall at all times during the term hereof, and at its own cost and expense procure and continue in force workers' compensation insurance and bodily injury liability and property damage liability insurance adequate to protect Landlord against liability for injury or death of any person in connection with the construction of improvements on the Premises or with the use, operation or condition of the Premises. Such insurance at all times shall be in an amount of not less than Two Million Dollars ($2,000,000) for injuries to persons on one accident, not less than One Million Dollars (1,000,000) for injury to any one person and not less than Two Hundred Thousand Dollars ($200,000) with respect to damage to property. (d) All insurance policies which are carried by both Landlord and Tenant respecting the Premises, the Building, and the surrounding property, and this Lease shall contain a clause whereby the insurer waives its rights of subrogation against the other party to this Lease. Landlord will not carry insurance on Tenant's possessions. 23. DAMAGE OR DESTRUCTION. (a) In the event the Building of which the Premises are a part is damaged by fire or other perils covered by extended coverage insurance the Landlord shall: (i) In the event of total destruction at Landlord's opinion within a period of ninety (90) days thereafter, commence repair, reconstruction and restoration of said Building and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or within said ninety (90) day period elect not to so repair, reconstruct or restore said Building, in which event this Lease shall terminate. In either event, Landlord shall give the Tenant written notice of its intention within said ninety (90) day period. In the event Landlord elects not to restore said Building, this Lease shall be deemed to have terminated as of the date of such total destruction. (ii) In the event of a partial destruction of the Building to an extent not exceeding Twenty-Five Percent (25%) of the full insurable value thereof and if the damage thereto is such that the Building may be repaired, reconstructed or restored within a period of ninety (90) days from the date of the happening of such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, the Landlord shall commence and proceed diligently with the work of repair, reconstruction or restoration and the Lease shall continue in full force and effect; or if such work or repair, reconstruction or restoration is such as to require a period of longer than ninety (90) days or exceed Twenty-Five Percent (25%) of the full insurable value thereof or if said insurance proceeds will not be sufficient to cover the cost of such repairs, the Landlord may either elect not to repair, reconstruct or

restore and the Lease shall in such event terminate. Under any of the conditions, the Landlord shall give written notice to the Tenant of its intention within the period of ninety (90) days. In the event Landlord elects not to restore said Building, this Lease shall be deemed to have terminated as of the date of such partial destruction. (b) Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to the Landlord except for items which have theretofore accrued and are then unpaid. (c) In the event of repair, reconstruction or restoration as herein provided, the rental provided to be paid under this Lease shall be abated proportionately in the ratio which the Tenant's use of said Premises is impaired during the period of such repair, reconstruction or restoration. The Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of said Premises and/or any inconvenience or annoyance occasioned by any such damage, repair, reconstruction or restoration. (d) Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Article. Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from repairing or restoring said damaged Premises within one (1) year after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of

Landlord, the Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from its obligations under this Lease as of the end of said one (1) year period. (e) In the event that damage is due to any cause other than fire or other peril covered by extended coverage insurance, Landlord may elect to terminate this Lease. (f) It is hereby understood that if Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repairs or restoration only to those portions of said Building and said Premises which were originally provided at Landlord's expense; and the repair and restoration of items not provided at Landlord's expense shall be the obligation of Tenant. (g) Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Article occurs during the last twelve (12) months of the term of this Lease or any extension thereof. 24. EMINENT DOMAIN. In case the whole of the Premises, or such part thereof as shall substantially interfere with the Tenant's use and occupancy thereof, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or be sold under threat of such taking, the Tenant or the Landlord may at its or his option terminate this Lease effective as of the date possession is required to be surrendered pursuant to such taking or sale, Tenant shall not because of such taking by sale asset any claim against the Landlord or the taking authority for any compensation because of such taking or sale, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event the amount of property or the type of estate taken shall not substantially interfere with the conduct of Tenant's business, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, and Landlord at his option may terminate this Lease. If Landlord does not so elect, Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Article shall be deemed to give Landlord any interest in any award made to Tenant for the taking of personal property and fixtures belonging to Tenant. 25. DEFAULTS AND REMEDIES. (a) The occurrence of any one or more of the following events shall constitute a default hereunder by Tenant: (i) The vacating or abandonment of the Premises by Tenant. Abandonment is herein defined to include, but is not limited to any absence by Tenant from the Premises for five (5) days or longer while in default of any provision of this Lease. (ii) The failure by Tenant to make any payment of rent or additional rent required to be made by Tenant hereunder, as and when due where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant; provided however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure 1161. (iii) The failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in (i) or (ii) above, where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure 1161; provided, further, that if the nature of Tenant's default is such that more than ten (10) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said ten-day period and thereafter diligently prosecute such cure to completion. (iv) (1) The making by Tenant of any general assignment for the benefit of creditors; (2) the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within thirty (30) days); (3) the appointment of a trustee or receiver to take possession of substantially all of Tenant's

assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (4) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days. (v) The discovery by Landlord that any financial or other statement given to Landlord by Tenant, any assignee of Tenant, any subtenant of Tenant, any successor in interest of Tenant, or any guarantor of Tenant's obligations hereunder, was materially false. (b) In the event of any such default by Tenant, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option with or without notice or demand to terminate this Lease and all rights to Tenant hereunder. In the event that Landlord shall elect to terminate this Lease then Landlord may recover from Tenant: (i) The worth at the time of award of any unpaid rent which had been earned at the time of such damage; plus (ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus

(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform his obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. As used in sub-articles (i) and (ii) above, the "worth at the time of award" shall be computed by allowing interest at the rate of ten percent (10%) per annum or at the maximum interest rate allowed by law, whichever is greater. As used in sub-article (iii) above, the "worth at the time of award" shall be computed by allowing interest at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). As used in sub-article (iv) above, the "detriment proximately caused by Tenant's failure to perform" shall include, without limitation, any and all broker commissions incurred in re-leasing the Premises or any portion thereof as well as the portion of any leasing commission applicable to the unexpired term of this Lease. (c) In the event of any such default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to reenter the Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No reentry or taking possession of the Premises by Landlord pursuant to this sub-article shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the Termination thereof be decreed by a court of competent jurisdiction. (d) Any efforts by Landlord to mitigate the detriment caused by Tenant's breach of this Lease shall not waive Landlord's right to recover the damages set forth above. (e) Nothing herein shall be construed to affect other provisions of this Lease regarding Landlord's right to indemnification from Tenant for liability arising prior to the termination of this Lease for personal injury or property damage. (f) No right or remedy conferred upon or reserved to Landlord in this Lease is intended to be exclusive of any other right to remedy granted, to Landlord by statute or common law, and each and every such right and remedy shall be cumulative. 26. ASSIGNMENT AND SUBLETTING. Tenant shall not, either voluntarily or by operation of law, sell, assign, hypothecate or transfer this Lease, or sublet the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant's employees, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. Any sale, assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article shall be void and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder whether or not then accrued. In the event Tenant shall assign or sublet the Premises or any portion thereof, or request the consent of Landlord for any act that Tenant proposes to do, then Tenant shall pay Landlord's reasonable attorney's fees incurred in connection therewith. 27. SUBORDINATION. This Lease, at Landlord's option, shall be subject and subordinate at all times to all ground and underlying leases which not exist or may hereafter be executed affecting the Building or the land upon which the Building is situated or both, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the land and Building or either thereof or on Landlord's interest or estate therein, or portion thereof, or on or against any ground or underlying lease without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, however, that so long as Tenant is not in default, the terms of this Lease shall not be affected by termination proceedings in respect to such ground or underlying lease or foreclosure or other proceedings under such mortgages or deeds of

trust, Tenant hereby agreeing at the written request of the Landlord under such ground or underlying lease or the purchaser of the Building, in such foreclosure or other proceedings, to assign to such Landlord or to such purchaser or, at such Landlord's or such purchaser's option, to enter into a new lease for the balance of the term hereof upon the same terms and provisions as are contained in this Lease. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust as may be required by Landlord. 28. ESTOPPEL CERTIFICATION. (a) Tenant shall, at anytime and from time to time upon not less than ten (10) days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. (b) Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there

are no uncured defaults in Landlord's performance, and (iii) that not more than one month's rental has been paid in advance, and such failure may be considered by Landlord as a default by Tenant under this Lease. 29. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the rules and regulations printed on or annexed to this Lease and all reasonable and nondiscriminatory modifications thereof and additions thereto from time to time put into effect by Landlord. Landlord shall not be responsible to Tenant for the violation or nonperformance by any other tenant or occupant of the Building of any said rules and regulations. 30. CONFLICT OF LAWS. This Lease shall be governed by and construed pursuant to the laws of the State of California. 31. COMMON AREAS. Tenant shall have the nonexclusive right, in common with others, to the use of common entrances, lobbies restrooms, showers, elevator, ramps, drives, stairs and similar access and serviceways and common areas in and adjacent to the Building of which the Premises are a part subject to such nondiscriminatory rules and regulations as may be adopted by Landlord. 32. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and respective heirs, personal representatives, successors and assigns. 33. SURRENDER OF PREMISES. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord operate as an assignment to it of any or all subleases or subtenancies. 34. ATTORNEY'S FEES. (a) In the event that Landlord should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease, or for any other relief against Tenant hereunder, then all costs and expenses, including reasonable attorney's fees, incurred by the prevailing party therein shall be paid by the other party which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted by judgement. (b) Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant's occupancy hereunder, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including a reasonable attorney's fee. 35. PERFORMANCE OF TENANT. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any abatement of rent. If Tenant shall fail to pay any sum of money, other than rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for ten (10) days after notice thereof by Landlord, Landlord may, without waiving or releasing Tenant from any obligations of Tenant, but shall not be obligated to, make any such payment or perform any such other act on Tenant's part to be made or performed as in this Lease provided. All sums so paid by Landlord and all necessary incidental costs together with interest thereon at an annual rate two (2) percentage points above the prime annual interest rate of the Bank of America National Trust and Savings Association in effect at the due date (but not more than the maximum rate permissible by law), from the date of such payment by Landlord shall be payable to Landlord on demand. Tenant covenants to pay any such sums, and the Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of the rent. 36. MORTGAGE PROTECTION. In the event of any default on the part of Landlord, at any time there is an outstanding Mortgage covering the Premises, Tenant will give notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises whose address shall have been furnished it, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.

37. DEFINITION OF LANDLORD. The term "Landlord" as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the Owner or Owners at the time in question of the fee of the Premises, and in the event of any transfer, assignment or other conveyance or transfers of any such title or leasehold the Landlord herein named (and in case of any subsequent transfers or conveyance, the then grantor) shall be automatically freed and relieved from and after the date of such transfer, assignment or conveyance of all liability with respect to Landlord contained in this Lease thereafter to be performed and, without further agreement, the transferee of such title shall be deemed to have assumed and agreed to observe and perform any and all obligations of the Landlord hereunder, during its ownership of the Premises. Landlord may transfer its

interest in the Premises without the consent of Tenant and such transfer or any subsequent transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this Lease. 38. WAIVER. The waiver by either party hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained, nor shall any custom or practice which may grow up between the parties in the administration of the terms, hereof be deemed a waiver of, or in any way affect, the right of either party hereto to insist upon the performance by the other party in strict accordance with said terms. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. 39. IDENTIFICATION OF TENANT. If more than one person executes this Lease as Tenant, (a) each of them is jointly and severally liable for the keeping, observing and performing of all of the terms, covenants, conditions, provisions and agreements of this Lease to be kept, observed and performed by Tenant, and (b) The term "Tenant" as used in this Lease shall mean and include each of them jointly and severally and the act of or notice from, or notice or refund to, or the signature of, any one or more of them, with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, expiration, termination or modification of this Lease, shall be binding upon each and all of the persons executing this Lease as Tenant with the same force and effect as if each and all of them had so acted or so given or received such notice or refund or so signed. 40. PARKING. Tenant shall have the right to use the Building's parking facilities that currently exist or that may be built in the future including multi-story parking structures in common with other tenants of the building upon terms and conditions as may from time to time be reasonably established by Landlord. 41. TERMS AND HEADINGS. The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. Words used in any gender include other genders. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. The article headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. 42. EXAMINATION OF LEASE. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for Lease, and it is not effective as a Lease or otherwise until execution by and delivery to both Landlord and Tenant. 43. TIME. Time is of the essence with respect to the performance of every provision of this Lease in which time or performance is a factor. 44. PRIOR AGREEMENT: AMENDMENTS. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. 45. SEPARABILITY.

Any provision of this Lease which shall prove to be invalid, void or illegal in no way affects, impairs or invalidates any other provision hereof, and such other provisions shall remain in full force and effect. 46. RECORDING. Neither Landlord nor Tenant shall record this Lease or a short form memorandum thereof without the consent of the other. 47. LIMITATION ON LIABILITY. In consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord: (a) The sole and exclusive remedy shall be against the partnership named as Landlord herein and its partnership assets; (b) No partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the partnership); (c) No service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership); (d) No partner of Landlord shall be required to answer or otherwise plead to any service of process; (e) No judgment will be taken against any partner of Landlord; (f) Any judgment taken against any partner of Landlord may be vacated and set aside at any time nunc pro tunc;

(g) No writ of execution will ever be levied against the assets of any partner of Landlord; (h) These covenants and agreements are enforceable both by Landlord and also by any partner of Landlord. The Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by statute or at common law.

ADDENDUM TO PACIFIC RIDGE COMMERCE CENTRE OFFICE SPACE LEASE
Lessor: Lessee: Property: Date: Pacific Ridge Commerce Centre, a California Limited Partnership Acubid.com, Inc. a Delaware Corporation 1947 Camino Vida Roble, Suite 102 and 103, Carlsbad, CA 92008 April 30, 1999

48. RENTAL RATE: The monthly rental rate shall be as follows, superseding Paragraph 5(b) of this Lease:
Rental Rate -----$1.60 $1.65 $1.70 Monthly Rent ------$4,393.60* $5,083.65 $5,237.70

Months 1 - 12: Months 13 - 24: Months 25 - 26:

*The monthly rental rate in the first year is based on a square footage of 2,746 square feet (3,081 total square feet less the 335 sf "open office" shown on Exhibit B). In years two and three, the rental rate is based on the actual rentable square footage (3,081) of Suite 102/103. 49. TENANT IMPROVEMENTS: Prior to commencement, Lessor shall, at Lessor's sole expense, have the following completed: Tenant accepts the Premises in its present configuration. Landlord, at Landlord's expense, shall replace the carpet, repaint the Premises, replace any damaged or discolored ceiling tiles and insure that all mechanical systems are in proper working condition. 50. BASE YEAR: Tenant shall pay Operating Expense pass-throughs in excess of those established in the Base Year. Passthroughs shall be capped at a five percent (5%) increase over the previous year's expenses. Base Year shall be 1999. 51. OPTION TO EXTEND: Tenant shall have the right to extend the lease term for one (1) two (2) year period, at the then-prevailing market rate. Tenant must give Landlord ninety (90) days written notice of their intention to extend the lease term.
EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT LESSOR: A: B: C: D: E: Site Plan Space Plan Standard for Utilities and Services Rules & Regulations Hazardous Substance/ADA Disclaimer PACIFIC RIDGE COMMERCE CENTRE, A CALIFORNIA LIMITED PARTNERSHIP 5/4/99 -----------------------------Date

By: /s/ WILLIAM A. SHIRLEY -----------------------------------William A. Shirley, General Partner

LESSEE: ACUBID.COM, A DELAWARE CORPORATION

By: /s/ NORMAN SCHWARTZ -----------------------------------Norman Schwartz, CFO

5/3/99 -----------------------------Date

EXHIBIT A SITE PLAN [DRAWING OF SITE] PACIFIC RIDGE COMMERCE CENTRE SITE PLAN

EXHIBIT B SUITES 102 & 103 PACIFIC RIDGE COMMERCE CENTRE 1947 CAMINO VIDA ROBLE CARLSBAD, CA 92008 PROJECT NO.: 16301 DATE: 03/04/99 NOT TO SCALE
SUITE 102 SUITE 103 TOTAL 1502 RSF. 1579 RSF. 3081 RSF.

[DRAWING OF LAYOUT OF SUITES 102 & 103] COOPER ROBERTS & CO. COMMERCIAL DESIGN SPACE PLANNING 1010 UNIVERSITY AVENUE, SUITE C203 SAN DIEGO, CA 92103 (619) 297-1011 FAX (619) 397-3832

EXHIBIT C STANDARDS FOR UTILITIES AND SERVICES The following Standards for Utilities and Services are in effect. Landlord reserves the right to adopt nondiscriminatory modifications and additions hereto: As long as Tenant is not in default under any of the terms, covenants, conditions, provisions or agreements (including payment of Tenants own separate metered utilities) of this Lease, Landlord shall: (a) Provide non-attended automatic elevator facilities Monday through Friday, except holidays, from 7 a.m. to 6 p.m. (b) On Monday through Friday, except holidays, from 7 a.m. to 6 p.m. (and at other times for a reasonable additional charge to be fixed by Landlord, currently $10.00 per heat pump per hour), ventilate the Premises and furnish air conditioning or heating on such days and hours, when in the judgment of Landlord it may be required for the comfortable occupancy of the Premises. The air conditioning system achieves maximum cooling when the window coverings are closed. Landlord shall not be responsible for room temperatures if Tenant does not keep all window coverings in the Premises closed whenever the system is in operation. Tenant agrees to cooperate fully at all times with Landlord, and to abide by all regulations and requirements which Landlord may prescribe for the proper functioning and protection of said air conditioning system. Tenant agrees not to connect any apparatus, device conduit or pipe to the Building chilled and hot water air conditioning supply lines. Tenant further agrees that neither Tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter mechanical installations of facilities of the Building or adjust, tamper with, touch or otherwise in any manner affect said installations or facilities. (c) The Landlord shall furnish to the Premises during the usual business hours on business days, electric current (which shall be separately metered and paid for by Tenant) as required by the Building standard office lighting and fractional horsepower office business machines. The Tenant agrees, should its electrical installation or electrical consumption be in excess of the aforesaid quantity or extend beyond normal business hours, to reimburse Landlord monthly for measured consumption at the terms, classifications and rates charged to similar consumers by said public utility serving the neighborhood in which the Building is located. If a separate meter is not installed at Tenant's cost, such excess cost will be established by an estimate agreed upon by Landlord and Tenant and if the parties fail to agree, as established by an independent licensed engineer. Tenant agrees not to use any apparatus or device in, or upon, or about the Premises which may in any way increase the amount of such services usually furnished or supplied to said Premises, and Tenant further agrees not to connect any apparatus or device with wires, conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services without written consent of Landlord. Should Tenant use the same to excess, the refusal on the part of Tenant to pay upon demand of Landlord the amount established by Landlord for such excess charge shall constitute a breach of the obligation to pay rent under this Lase and shall entitle Landlord to the rights therein granted for such breach. At all times, Tenant's use of electric current shall never exceed the capacity of the feeders to the Building or the risers or wiring installation and Tenant shall not install or use or permit the installation or use of any computer or electronic data processing equipment in the Premises without the prior written consent of Landlord. (d) Water will be available in public areas for drinking and lavatory purposes only, but if Tenant requires, uses or consumes water for any purpose in addition to ordinary drinking or lavatory purposes, of which fact Tenant constitutes Landlord to be the sole judge, Landlord may install water meter and thereby measure Tenant's water consumption for all purposes. Tenant shall pay Landlord for the cost of the meter and the cost of the installation thereof and throughout the duration of Tenant's occupancy; Tenant shall keep said meter and installation in good working order and repair at Tenant's own cost and expense, in default of which Landlord may cause such meter and equipment to be replaced or repaired and collect the cost thereof from Tenant. Tenant agrees to pay for water consumed, as shown on said meter, as when bills are rendered, and on default in making such payment, Landlord may pay such charges and collect the same from Tenant. Any such costs or expenses incurred, or payments made by Landlord for any of the reasons or purposes hereinabove stated shall be deemed to be additional rent payable by Tenant and collectible by Landlord as such. (e) Provide janitor service to the Premises, provided the same are used exclusively as offices, and are kept reasonably in order by Tenant, and if to be kept clean by Tenant, no one other than persons approved by

Landlord shall be permitted to enter the Premises for such purposes. If the Premises are not used exclusively as offices, they shall be kept clean and in order by Tenant, at Tenant's expense, and to the satisfaction of Landlord, and by persons approved by Landlord, Tenant shall pay to Landlord the cost of removal of any of Tenant's refuse and rubbish to the extent that the same exceeds the refuse and rubbish usually attendant upon the use of the Premises as offices. Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning, and electric system, when necessary, by reason of accident or emergency or for repairs, alterations or improvements, in the judgment of Landlord desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed, and shall further have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilating, air conditioning or electric service, when prevented from so doing by strike or accident or by any cause beyond Landlord's reasonable control, or by laws, rules orders, ordinances, directions, regulations or requirements of any federal, state, county or municipal authority or failure of gas, oil or other suitable fuel supply or inability by exercise of reasonable diligence to obtain gas, oil or other suitable fuel. It is expressly understood and agreed that any covenants on Landlord's part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements of this Lease, or to perform any act or thing for the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of a strike or labor trouble or any other cause whatsoever beyond Landlord's control.

EXHIBIT D RULES AND REGULATIONS WHICH CONSTITUTE A PART OF THE LEASE 1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and egress. 2. No awnings or other projection shall be attached to the outside walls of the Building. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, other than Landlord's standard window coverings. All electric ceiling fixtures hung in offices or spaces along with the perimeter of the Building must be fluorescent, of a quality, type, design and bulb color approved by Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the express written consent of Landlord. 3. No sign, advertisement or notice shall be exhibited, painted or affixed by any Tenant on any part of the Premises or the Building without the prior written consent of the Landlord. In the event of the violation of the foregoing by any Tenant, Landlord may remove same without any liability, and may charge the expense incurred in such removal to the Tenant violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for each Tenant by the Landlord at the expense of such Tenant, and shall be of a size, color and style acceptable to the Landlord. The directory tablet will be provided exclusively for the display of the name and location of Tenants only and Landlord reserves the right to exclude any other names therefrom. Nothing may be placed on the exterior of corridor walls or corridor doors other than Landlord's standard lettering. 4. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into halls, passageways or other public places in the Building shall not be covered or obstructed by any Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills. 5. The water and wash closets and other pluming fixtures shall not be used for any purpose other than for which they are constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by the Tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same. 6. No Tenant shall mark, paint, drill into, or in any way deface any part of the premises or the Building. No boring, cutting or stringing of wires or laying of linoleum or similar floor covering shall be permitted, except with the prior written consent of the Landlord and as the Landlord may direct. 7. No bicycles, vehicles, birds or animals of any kind shall be brought into or kept in or about the Premises, and no cooking shall be done or permitted by any Tenant on the Premises, except that in the preparation of coffee, tea, hot chocolate and similar items for Tenants and their employees shall be permitted. No tenant shall cause or permit any unusual or objectionable odors to be produced or to permeate the Premises. 8. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises for general office purposes. No Tenant shall occupy or permit any portion of his premises to be occupied as an office for a public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a barber or as an employment bureau. No Tenant shall engage or pay any employees on the Premises except those actually working for such Tenant on the Premises nor advertise for laborers giving an address at the Premises. The Premises shall not used for lodging or sleeping or for any immoral or illegal purposes. 9. No Tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, phonograph, unusual noise, or any other way. No Tenant shall throw anything out of doors, windows or skylight or down the passageways. 10. No Tenant nor any of Tenant's servants, employees, agents, visitors or licensees, shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, chemical or substance. 11. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant,

nor shall any changes be made in existing locks or the mechanism thereof. Tenant will be furnished with one key for each full-time employee at the time Tenant takes possession of the Premises. Thereafter, Tenant will be charged for all keys. Each Tenant must, upon the termination of his tenancy, restore to the Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant and in the event of the loss of any keys so furnished, such Tenant shall pay to the Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change. 12. All removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place during the hours which the Landlord may determine from time to time. The moving of safes or other fixtures or bulky matter of any kind must be made upon previous notice to the superintendent of the Building and under his supervision, and the persons employed by any Tenant for such work must be acceptable to the Landlord. The Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. The Landlord reserves the right to prescribe the weight and position of all safes, which must be placed upon supports approved by Landlord to distribute weight. 13. No Tenant shall purchase spring water, ice, towel, janitorial maintenance or other like services from any company or persons not approved by the Landlord. 14. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as an office building and upon written notice from Landlord any Tenant shall refrain from or discontinue such advertising. 15. The Landlord reserves the right to exclude from the Building between the hours of 6 P.M. and 8 A.M. and at all hours on weekends and legal holidays all persons who have not received clearance as a result of a written request from Tenant or who do not present a pass to the Building signed by the Landlord. The Landlord will furnish passes or at Landlord's option, clearances, requests passes or clearances and shall be liable to the Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of an invasion, mob riot, public excitement or other circumstances rendering such action advisable in Landlord's opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by closing the doors or otherwise, for the safety of the Tenants and the protection of the Building and the property in the Building. 16. Any persons employed by any Tenant to do janitor work, shall, while in the Building and outside of the Premises, be subject to and under the control and direction of the superintendent of the Building (but not as an agent or servant of said superintendent or of the Landlord), and Tenant shall be responsible for all acts of such persons. No such person shall be allowed in the Building after regular building hours. 17. All doors opening onto public corridors shall be kept closed, except when in use for ingress and egress. 18. The requirements of Tenant will be attended to only upon application to the Office of the Building. 19. Canvassing, soliciting and peddling in the building are prohibited and each Tenant shall cooperate to prevent the same. 20. All office equipment of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord to absorb or prevent any vibration, noise or annoyance. 21. No air conditioning unit or other similar apparatus shall be installed or used by any Tenant without the written consent of Landlord. 22. There shall not be used in any space, or in the public halls of the Building, either by any Tenant or others, any hand trucks except those equipped with rubber tires and rubber side guards. 23. Landlord shall have the right, exercisable without notice or without liability to any Tenant, to change the name and address of the Building. 24. No vending machine or machines of any description shall be installed, maintained or operated upon the

Premises without written consent of Landlord. 25. The scheduling of moves of Tenant's furniture and equipment into or out of the Building is subject to the reasonable discretion of Landlord.

[BUSINESS REAL ESTATE BROKERAGE CO. LOGO] EXHIBIT E HAZARDOUS MATERIALS WARNING AND DISCLAIMER (SALE AND/OR LEASE OF PROPERTY) RE: PACIFIC RIDGE CORPORATE CENTRE, 1947 CAMINO VIDA ROBLE, CARLSBAD, CA Various materials utilized in the construction of any improvements to the Property may contain materials that have been or may in the future be determined to be toxic, hazardous or undesirable and may need to be specially treated, specially handled and/or removed from the Property. For example, some electrical transformers and other electrical components can contain PCBs, and asbestos has been used in a wide variety of building components such as fire-proofing, air duct insulation, acoustical tiles, spray-on acoustical materials, linoleum, floor tiles and plaster. Due to current or prior uses, the Property or improvements may contain materials such as metals, minerals, chemicals, hydrocarbons, biological or radioactive materials and other substances which are considered, or in the future may be determined to be, toxic wastes, hazardous materials or undesirable substances. Such substances may be in above- and below-ground containers on the Property or may be present on or in soils, water, building components or other portions of the Property in areas that may or may not be accessible or noticeable. Current and future federal, state and local laws and regulations may require the clean-up of such toxic, hazardous or undesirable materials at the expense of those persons who in the past, present or future have had any interest in the Property including, but not limited to, current, past and future owners and users of the Property. Owners and Buyers/Lessees are advised to consult with independent legal counsel or experts of their choice to determine their potential liability with respect to toxic, hazardous, or undesirable materials. Owners and Buyers/Lessees should also consult with such legal counsel or experts to determine what provisions regarding toxic, hazardous or undesirable materials they may wish to include in purchase and sale agreements, leases, options and other legal documentation related to transactions they contemplate entering into with respect to the Property. The real estate salespersons and brokers in this transaction have no expertise with respect to toxic wastes, hazardous materials or undesirable substances. Proper inspections of the Property by qualified experts are an absolute necessity to determine whether or not there are any current or potential toxic wastes, hazardous materials or undesirable substances in or on the Property. The real estate salespersons and brokers in this transaction have not made, nor will they make, any representations, either express or implied, regarding the existence or nonexistence of toxic wastes, hazardous materials or undesirable substances in or on the Property Problems involving toxic wastes hazardous materials or undesirable substances can be extremely costly to correct. It is the responsibility of the Owners and Buyers/Lessees to retain qualified experts to deal with the detection and correction of such matters. AMERICANS WITH DISABILITIES ACT DISCLOSURE The United States Congress has enacted the Americans With Disabilities Act (the "ADA"), a federal law codified at 42 USC Section 12101 et seq., which became effective January 26, 1992. Owners and lessees are subject to this law which, among other things, is intended to make business establishments equally accessible to persons with a variety of disabilities. Under this law, modifications to real property improvements may be required by owners and lessees. Owners and lessees may delegate between themselves costs and responsibilities for meeting the requirements of the law but the fact that responsibilities have been allocated does not reduce or negate liability to an individual with a disability who files and wins a lawsuit. Broker strongly recommends that owners and lessees consult design professionals, architects or attorneys to advise them with respect to the law's applicability and to prepare, if necessary, any language in leases or other contracts. The undersigned acknowledge that Broker is not qualified as an expert in this matter.
OWNER Pacific Ridge Corporate Centre By: /s/ WILLIAM A. SHIRLEY ----------------------------BUYER/LESSEE: Acubid.com, Inc. By: /s/ NORMAN SCHURTZ ----------------------------Norman Schurtz CFO Title: CFO

Title: General Partner

------------------------Date: 5/4/99 ---------------------------

-------------------------Date: 5/3/99 ---------------------------

LEVEL(3) EXHIBIT 10.10 COMMUNICATIONS TERMS AND CONDITIONS FOR DELIVERY OF SERVICE These Terms and Conditions for Delivery of Service (the "Terms and Conditions") shall be applicable to Customer Orders executed by Customer for Services delivered by Level 3 Communications, LLC ("Level 3"), and shall be incorporated into each Customer Order. These Terms and Conditions are applicable to sales of Services originating or terminating in the United States. DEFINITIONS CONFIDENTIAL INFORMATION: Licensed Software, and all source code, source documentation, inventions, know-how, and ideas, updates and any documentation and information related to the Licensed Software, and any non-public information regarding the business of a party provided to either party by the other party where such information is marked or otherwise communicated as being "proprietary" or "confidential" or the like, or where such information is, by its nature, confidential. CUSTOMER: The person, firm or corporation so named on the Customer Order. CUSTOMER ORDER: A request for Level 3 Service submitted by the Customer in the format devised by Level 3 and accepted by Level 3. FIRM ORDER COMMITMENT: A written communication from Level 3 to Customer within which Level 3 commits to deliver some or all of the Services requested in a Customer Order. LICENSED SOFTWARE: Computer software, in object code format only, the use of which is required for use of Service ordered by Customer hereunder. PREMISES: The location(s) occupied by Customer or its end users specified in the Customer Order to (or from) which Service will be delivered. REVENUE COMMITMENT: A commitment which, if made by Customer in a Customer Order or in any other form specified and accepted by Level 3, obligates Customer to order and pay for a minimum volume of Services during an agreed term. SERVICE: Any communications (or related) service offered by Level 3 pursuant to a Customer Order. SECTION 1. CUSTOMER ORDERS 1.1 SUBMISSION OF CUSTOMER ORDERS. Customer may submit to Level 3 Customer Order forms requesting the provision of Service. Each Customer Order form shall be submitted on a form designated by Level 3. Level 3 shall confirm the accuracy of information on the Customer Order form and the availability of the Services requested. Level 3's delivery of a Firm Order Commitment respecting such Services shall constitute Level 3's acceptance of the Customer Order for such Services. The Customer Order form and attachments shall set forth the Service, the locations for delivery of same, the prices to be charged for same and any applicable term and/or Revenue Commitment. 1.2 UNDERTAKING OF LEVEL 3. If Level 3 issues a Firm Order Commitment respecting Services, Level 3 will furnish such Services in accordance with these Terms and Conditions and any Customer Orders executed by Customer. All title to equipment or materials used to deliver the Services (except as otherwise expressly agreed) shall be and remain with Level 3. SECTION 2. BILLING AND PAYMENT 2.1 PAYMENT AND RENDERING OF BILLS. Level 3 shall bill all charges incurred by and credits due to Customer on a monthly basis (unless otherwise agreed in writing by Level 3 and Customer). Level 3 shall bill in

advance charges for all Services to be provided during the ensuing month except for charges which are dependent upon usage of Service (which charges shall be billed in arrears). Adjustments for the quantities of Service established or discontinued in any billing period will be prorated to the number of days based on a 30day month. Level 3 will, upon request and if available, furnish such detailed information as may reasonably be required for verification of the bill. 2.2 PAYMENT OF BILLS. All bills are due upon receipt thereof by Customer, and become past due thirty (30) days thereafter. The unpaid balance of any past due bills shall bear interest at a rate of 1.5% per month (prorated on a daily basis), or the highest rate allowed by law, whichever is less. Interest will be applied for the number of days from the date the bill became past due to and including the date that payment is received by Level 3. 2.3 TAXES AND FEES. Except for taxes based on Level 3's net income and except with respect to ad valorem personal and real property taxes imposed on Level 3's property, Customer shall be responsible for payment of all sales, use, gross receipts, excise, access, bypass, franchise or other local, state and federal taxes, fees, charges, or surcharges, however designated, imposed on or based upon the provision, sale or use of the Services delivered by Level 3 (including, but not limited to, taxes and fees lawfully assessed by nations outside of the United States). Any taxes shall be separately stated on Customer's bill. Any state or Page 1 of 17

local tax, fee, charge, or surcharge shall be payable only for Services that are subject to such imposition. 2.4 REGULATORY AND LEGAL CHANGES. In the event of any change in applicable law or regulation that materially increases the cost of delivery of Service, Level 3 and Customer shall negotiate regarding the rates charged to Customer to reflect such increase in cost and, in the event that the parties are unable to reach agreement respecting new rates within thirty (30) days after Level 3's delivery of written notice requesting renegotiation, then (a) Level 3 may pass such increased costs through to Customer, and (b) Customer may terminate the affected Customer Order upon no less than sixty (60) days' prior written notice without payment of any applicable termination charge. 2.5 DISPUTED BILLS. In the event that Customer disputes any portion of the charges contained in a bill, Customer must pay the undisputed portion of the invoice in full and submit a documented claim for the disputed amount. All claims must be submitted to Level 3 within sixty (60) days of receipt of billing for those Services. If Customer does not submit a claim within such period and in the manner stated above, Customer waives all rights to dispute such charges. 2.6 CREDIT APPROVAL AND DEPOSITS. Customer shall provide Level 3 with credit information as requested in advance of the commencement of delivery of Service under any Customer Order. Delivery of Service is subject to credit approval. Level 3 may require any Customer to make a deposit as a condition to Level 3's acceptance of any Customer Order submitted by Customer, or as a condition to Level 3's continuation of Service under any Customer Order (but only when Customer's consumption of Service materially exceeds Customer's anticipated use or when, in Level 3's reasonable discretion, such deposit is required in order to secure Customer's continued payment obligation), which deposit shall be held by Level 3 as security for payment of charges. A deposit may not exceed the actual or estimated rates and charges for the Service for a two (2) month period. At such time as the provision of Service to Customer is terminated, the amount of the deposit will be credited to Customer's account and any credit balance which may remain will be refunded. 2.7 FRAUDULENT USE OF SERVICES. Customer shall be solely responsible for all charges incurred respecting the Services, even if such charges were incurred through or as a result of fraudulent or unauthorized use of the Services, unless Level 3 has actual knowledge of such fraudulent or unauthorized use and fails to inform Customer thereof or otherwise limit or preclude such use. Nothing in this Section 2.7, however, shall be construed to obligate Level 3 to detect or report unauthorized or fraudulent use of Services. SECTION 3. CANCELLATION OF CUSTOMER ORDERS 3.1 CANCELLATION OF CUSTOMER ORDER BY LEVEL 3. A. For nonpayment: Level 3 may, upon fourteen (14) days' written notice, discontinue Service without incurring any liability when there is an unpaid balance for Service that is past due. B. For any violation of law or of any of the provisions governing the furnishing of Service: Any Customer Order shall be subject to cancellation, without notice, for any violation of any law, rule, regulation or policy of any government authority having jurisdiction over Service or by reason of any order or decision of a court or other government authority having jurisdiction which prohibits Level 3 from furnishing such Service. C. For other causes: Any Customer Order shall be subject to cancellation, upon fourteen (14) days' prior written notice, in the event of a breach of a Customer Order, fraudulent use of the Service, or fraud or misrepresentation in any submission of information required in a Customer Order or any other information submitted to Level 3. D. For any Customer filing of bankruptcy or reorganization or failing to discharge an involuntary petition therefor within sixty (60) days after filing: Level 3 may immediately discontinue or suspend delivery of Service without incurring any liability. E. For consumption of Services that materially exceeds Customer's credit limit: Level 3 may, upon fourteen (14) days prior written notice and provided Customer has not provided additional security for payment which is sufficient in Level 3's reasonable discretion, discontinue or suspend delivery of Service without incurring any liability.

3.2 EFFECT OF CANCELLATION. Upon Level 3's discontinuance of Service to Customer under any of the foregoing subparagraphs, Level 3 may, in addition to all other remedies that may be available to Level 3 at law or in equity or under any other provision of a Customer Order, assess and collect from Customer any termination charge set forth herein (to the extent applicable). 3.3 RESUMPTION OF SERVICE. If Service has been discontinued by Level 3, and Customer requests that Service be restored, Level 3 shall have the sole and absolute discretion to restore such Service only after satisfaction of such conditions as Level 3 determines to be required for its protection. Nonrecurring charges apply to restoration of Service. SECTION 4. DELIVERY OF SERVICES 4.1 LEVEL 3 ACCESS TO PREMISES. Customer shall allow Level 3 continuous and reasonable access to the Premises to the extent reasonably determined by Level 3 to be appropriate to the installation, inspection and maintenance of equipment, facilities and systems relating to the Service. Level 3 shall notify Customer two (2) business days in advance of any regularly scheduled maintenance that will require access to the Premises. 4.2 LEVEL 3 FACILITIES. Level 3 will use reasonable efforts to maintain the facilities and equipment required to deliver Service. Customers shall not and shall not permit others to rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any of the facilities or equipment installed by Level 3, except upon the written consent of Level Page 2 of 17

3. Equipment provided or installed at the Premises by Level 3 for use in connection with the Service shall not be used for any purpose other than that for which Level 3 provided it. In the event that Customer or a third party attempts to operate or maintain any Level 3-owned equipment without first obtaining Level 3's written approval, in addition to any other remedies of Level 3 for a breach by Customer of Customer's obligations hereunder, Customer shall pay Level 3 for any damage to Level 3-owned equipment caused thereby. Customer shall be responsible for the payment of service charges in the event that maintenance or inspection of the equipment is required as a result of Customer's breach of this Section. Level 3 shall, in the event that such expenses are incurred, deliver to Customer a written invoice therefor. In no event shall Level 3 be liable to Customer or any other person for interruption of Service or for any other loss, cost or damage caused or related to improper use or maintenance of Level 3-owned equipment. 4.3 TITLE AND POWER. Title to all facilities (except as otherwise agreed), including terminal equipment, shall remain with Level 3. The electric power consumed by such equipment on the Premises shall be provided by and maintained at the expense of Customer. 4.4 CUSTOMER-PROVIDED EQUIPMENT. Level 3 shall not be responsible for the operation or maintenance of any Customer-provided communications equipment. Level 3 may install certain Customer provided communications equipment upon installation of Service; unless otherwise agreed by Level 3 in writing, Level 3 shall not thereafter be responsible for the operation or maintenance of such equipment. Level 3 shall not be responsible for the transmission or reception of signals by Customer-provided equipment or for the quality of, or defects in, such transmission. 4.5 REMOVAL OF EQUIPMENT. Customer agrees to allow Level 3 to remove all Level 3-owned equipment from the Premises: A. after termination, interruption or suspension of the Service in connection with which the equipment was used; and B. for repair, replacement or otherwise as Level 3 may determine is necessary or desirable. At the time of such removal, such equipment shall be in the same condition as when delivered to Customer or installed in the Premises, normal wear and tear only excepted. Customer shall reimburse Level 3 for the depreciated cost of any equipment which is not in such condition. 4.6 SERVICE SUBJECT TO AVAILABILITY. The furnishing of Service under these Terms and Conditions is subject to the availability on a continuing basis of all the necessary facilities and is limited to the capacity of Level 3's facilities, as well as facilities Level 3 may obtain from other carriers to furnish Service from time to time as required at the sole discretion of Level 3. Nothing in these Terms and Conditions shall be construed to obligate Customer to submit, or Level 3 to accept, Customer Orders. 4.7 NO LIABILITY FOR FAILURE TO TRANSMIT MESSAGES. Level 3 does not undertake to transmit messages, but offers the use of its Service when available, and, as more fully set forth elsewhere in these Terms and Conditions and any applicable Customer Orders, shall not be liable for errors in transmission or for failure to establish connections. 4.8 SERVICE LEVEL AGREEMENTS. All warranties respecting the Service, and the remedies applicable to a failure of Level 3 to meet such warranties, shall be set forth in Service Level Agreements applicable to the particular Service, which Service Level Agreements (when and if issued by Level 3) shall be deemed attached hereto and by this reference incorporated herein. SECTION 5. OBLIGATIONS AND LIABILITY LIMITATION 5.1 OBLIGATIONS OF THE CUSTOMER. Customer shall be responsible for: A. The payment of all charges applicable to the Service (including charges incurred as a result of fraud or unauthorized use of the Service). B. Damage or loss of Level 3's facilities or equipment installed on the Premises (unless caused by the negligence

or willful misconduct of the employees or agents of Level 3); C. Providing the level of power, heating and air conditioning necessary to maintain the proper environment on the Premises for the provision of Service; D. Providing a safe place to work and complying with all laws and regulations regarding the working conditions on the Premises; E. Granting Level 3 or its employees access to the Premise for the purpose of maintaining Level 3's facilities in accordance herewith; F. Keeping Level 3's equipment and facilities located on Premises free and clear of any liens or encumbrances. 5.2 LIABILITY. The liability of Level 3 for damages arising out of the furnishing of Service, including but not limited to mistakes, omissions, interruptions, delays, tortious conduct or errors, or other defects, representations, use of Service or arising out of the failure to furnish Service, whether caused by acts of commission or omission, shall be limited to the extension of credit allowances due under any Service Level Agreement. The extension of such credit allowances or refunds shall be the sole remedy of Customer and the sole liability of Level 3. Neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages (including but not limited to damages for lost profits or lost revenues), whether or not caused by the acts or omissions or negligence of its employees or agents, and regardless of whether such party has been informed of the possibility or likelihood of such damages. 5.3 DISCLAIMER OF WARRANTIES. LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN OR IN ANY APPLICABLE SERVICE Page 3 of 17

LEVEL AGREEMENT. SECTION 6. SOFTWARE TERMS 6.1 LICENSE. If and to the extent that Customer requires the use of Licensed Software in order to use the Service supplied under any Customer Order, then Customer shall have a nonexclusive, nontransferable license to use such Licensed Software only and solely to the extent required to permit delivery of the Service. Customer shall in no event be entitled to claim title to or any ownership interest in any Licensed Software (or any derivations or improvements thereto), and Customer shall execute any documentation reasonably required by Level 3 to memorialize Level 3's existing and continued ownership of Licensed Software. 6.2 RESTRICTIONS. Customer agrees that it shall not: A. copy the Licensed Software except as allowed and permitted by the express written consent of Level 3; B. reverse engineer, decompile or disassemble the Licensed Software; C. sell, lease, license or sublicense the Licensed Software; or D. create, write or develop any derivative software or any other software program based on the Licensed Software or any Confidential Information of Level 3. SECTION 7. CONFIDENTIAL INFORMATION 7.1 DISCLOSURE AND USE. The Confidential Information disclosed by either party constitutes the confidential and proprietary information of the disclosing party and the receiving party shall retain same in strict confidence and not disclose to any third party (except as authorized by these Terms and Conditions) without the disclosing party's express written consent. Each party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case will the degree of care be less than reasonable care. 7.2 RESTRICTED USE. Each party agrees: A. to use Confidential Information only for the purposes of performance of any Customer Order or as otherwise expressly permitted by these Terms and Conditions; B. not to make copies of Confidential Information or any part thereof except for purposes consistent with these Terms and Conditions; and C. to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of disclosing party or a third party) as are contained in or on the original or as the disclosing party may otherwise reasonably request. 7.3 EXCEPTIONS. Notwithstanding the foregoing, each party's confidentiality obligations hereunder shall not apply to information which: A. is already known to the receiving party; B. becomes publicly available without fault of the receiving party; C. is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party; D. is developed independently by the receiving party without use of the disclosing party's Confidential Information; E. is required to be disclosed by law.

7.4 REMEDIES. Notwithstanding any other section of these Terms and Conditions, the non-breaching party shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief. Nothing stated herein shall be construed to limit any other remedies available to the parties. 7.5 SURVIVAL. The obligations of confidentiality and limitation of use shall survive the termination of any applicable Customer Order. SECTION 8. GENERAL TERMS 8.1 FORCE MAIEURE. Except with respect to payment obligations, neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control, including but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties. 8.2 ASSIGNMENT OR TRANSFER. Customer may not transfer or assign the use of Service without the express prior written consent of Level 3, and then only when such transfer or assignment can be accomplished without interruption of the use or location of Service. These Terms and Conditions shall apply to all such permitted transferees or assignees. Customer shall, unless otherwise expressly agreed by Level 3 in writing, remain liable for the payment of all charges due under each Customer Order. 8.3 NOTICES. Any notice Level 3 may give to Customer or Customer shall give to Level 3 shall be deemed properly given when delivered, if delivered in person, or when sent via facsimile, overnight courier, electronic mail or when deposited with the U.S. Postal Service, (a) with respect to Customer, the address listed on each Customer Order, or (b) with respect to Level 3, to: Contracts Administration, Level 3 Communications, LLC, 1450 Infinite Drive, Louisville, CO 80027. Customer shall notify Level 3 of any changes to its addresses listed on any Customer Order. 8.4 INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend and hold Level 3 harmless from claims, loss, damage, expense (including attorney's fees and court costs), or liability (including liability for patent infringement) arising from (1) any claims made against Level 3 by any end user in connection with the delivery or consumption of Service, (2) use of facilities furnished by Level 3 in a manner inconsistent with the terms hereof or in a manner that Level Page 4 of 17

3 did not contemplate and over which Level 3 exercises no control and (3) all other claims, loss, damage, expense (including attorneys fees and court costs), or liability arising out of any commission or omission by Customer in connection with the Service. 8.5 INDEMNIFICATION BY LEVEL 3. Level 3 shall indemnify, defend and hold Customer harmless from claims, loss, damage, expense (including attorney's fees and court costs), or liability (including liability for patent infringement) arising from all claims, loss, damage, expense (including attorneys fees and court costs), or liability for property damage or personal injury to the extent that such claims arise out of or are caused by Level 3's negligence or willful misconduct. 8.6 APPLICATION OF TARIFFS. Level 3 may elect or be required by law to file with the appropriate regulatory agency tariffs respecting the delivery of certain Service. In the event and to the extent that such tariffs have been or are filed respecting Service ordered by Customer, then (to the extent such provisions are not inconsistent with the terms of a Customer Order) the terms set forth in the applicable tariff shall govern Level 3's delivery of, and Customer's consumption or use of, such Service. 8.7 CONTENTS OF COMMUNICATIONS. Level 3 shall have no liability or responsibility for the content of any communications transmitted via the Service by Customer or any other party, and Customer shall hold Level 3 harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content. 8.8 ENTIRE UNDERSTANDING. These Terms and Conditions, including any Customer Orders executed hereunder (and any tariff applicable to the delivery of Service), constitutes the entire understanding of the parties related to the subject matter hereof. These Terms and Conditions may be amended by Level 3 at any time, and Customer agrees to be bound by the amended Terms and Conditions from and after the effective date of such amendment. In the event of a conflict between these Terms and Conditions and any Customer Order executed hereunder, the Customer Order shall control. These Terms and Conditions shall be governed and construed in accordance with the laws of the state of Colorado. 8.9 NO WAIVER. No failure by either party to enforce an rights hereunder shall constitute a waiver of such right. Page 5 of 17

TERMS AND CONDITIONS PRIVATE LINE SERVICE The following Terms and Conditions shall be applicable to metropolitan (local), city to city (within the United States) and international (from the United States to another country) private line, non-switchable circuits (the "Private Line Services") ordered by Customer under any Customer Order. 1. Any state or federal tariffs applicable to the Private Line Services to be delivered under any Customer Order are incorporated into the terms thereof. 2. The nonrecurring charges and monthly recurring rates for the Private Line Services provided by Level 3 to Customer shall be set forth in each Customer Order. 3. Customer hereby agrees to pay for the Private Line Services for the period of time specified in each Customer Order, which period shall commence with the initiation of delivery of such Services. The rates and other charges set forth in each Customer Order are established in reliance on the term commitment made therein. In the event that Customer terminates Services ordered in any Customer Order or in the event that the delivery of Services terminated due to a failure of Customer to satisfy the requirements set forth herein or in the Terms and Conditions prior to the end of the agreed term, Customer shall (unless Customer has made a Revenue Commitment) pay a termination charge equal to the termination or other charges paid or to be paid by Level 3 for services purchased from other sources used to deliver the Private Line Services to Customer, plus the percentage of the monthly recurring charges for the terminated Private Line Services calculated as follows: A. 100% of the monthly recurring charge that would have been incurred for the Private Line Service for months 1-12 of the agreed term; plus B. 75% of the monthly recurring charge that would have been incurred for the Private Line Service for months 13-24 of the agreed term; plus C. 50% of the monthly recurring charge that would have been incurred for the Private Line Service for months 25 through the end of the agreed term, Customer may, in the event that a Revenue Commitment is made and is then being satisfied by Customer, terminate, rearrange or reconfigure the Private Line Services ordered under a Customer Order without payment of the termination charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible for payment of Level 3's then-current standard nonrecurring charges for such termination, rearrangement or reconfiguration. 6 of 17

Standard Service Level Agreement (SLA) Release 1 INTERNATIONAL/NATIONAL PRIVATE LINE International/National Private Line service will be backed by a Standard Service Level Agreement that has two components: a Service Delivery SLA and a Network Performance SLA. NOTE: The total number of credits per month for both Service Delivery and Network Performance is limited to four days. SERVICE DELIVERY SLA
NATIONAL/INTERNATIONAL PL ------------------------GATEWAY CITIES ONLY STANDARD SERVICE DELIVERY INTERVALS -------------------------------------------NX64K,T1,EL* DS3 >DS3 NPLS IPL NPLS IPL NPLS IPL -------------- --15 15 30 30 ICB ICB working working working working days days days days 20 working days 30 working days 20 working days 60 working days 45 60 working working days days ICB ICB ICB ICB

ON-NET

OFF-NET WITHIN SSA (either end)

OUTSIDE SSA (BUT <50 MILES (KM IN EUROPE)) (either end)

ICB

ICB

- Single toll-free number to reach Level 3 Customer Service for all customer issues, including technical, billing, and product inquiries. - Mean Time to Respond - Within 30 minutes - 2 hour calendar month Average Time To Repair (MTTR) If Level 3 fails to meet any of the guarantees above, Level 3 will review all reported failures at the end of the month, and calculate the applicable credits: - Any customer inquiry to the Level 3 Customer Service Center that results in a Time to Respond of >30 minutes will result in a one day service credit when the customer notifies Level 3 of the failure. - MTTR is calculated as a monthly average. All reported customer trouble tickets will be totaled over the month, then the average time to close each ticket will be calculated. If the MTTR is greater than 2 hours, the customer will receive a one day service credit. - Credits will only be applied to events where the Customer reports a failure to the Level 3 Customer Care organization. Customers must report any Service Delivery failures within five business days of the event. Page 7 of 17

NETWORK PERFORMANCE SLA - 99.99 % Service Availability - Target Bit Error Rate(1) End-to-end link (Level 3 on-net) > 5 x 10(-8) at T1 Rate (equivalent rate for DSO 1 x 10(-6) End-to-end link (Non-Level 3 access) > 1 x 10(-7) (Dependent on local supplier) - Target Severely Errored Seconds(2)
End-to-end link (Level 3 fiber access) End-to-end link (Non-Level 3 access) < 0.008% < 0.013%

(Dependent on local supplier)

- Availability refers to customer's access point to the Level 3 Backbone Network, including their Level 3 provided local access circuit. - Availability does not include regularly scheduled or emergency maintenance events, or customer caused outages or disruptions. - Customers may report service unavailability events of longer than 15 consecutive minutes to Level 3 customer service within 48 hours of the event. If the event is confirmed by Level 3 customer service, the customer will receive a pro-rated service credit that equals the time of the unavailability. NOTES: - All measurements are based on monthly averages. - These guarantees only apply to the Level 3 Network (including the Local Access to the customer). They do not apply to off-net city circuits which do not transit the Level 3 Backbone Network (or the portion the circuit which does not transit the Level 3 Backbone) - This SLA does not apply to periods of regularly scheduled or emergency maintenance that Level 3 performs on its network or associated hardware and software. - Credits will only be applied to events where the Customer reports a network performance failure to the Level 3 Customer Care organization. - Customers must report any Network Performance failures (unavailability or delay) within 48 hours (two business days) of the service affecting event in order to receive a credit. Customers must report any Service Delivery failures within five business days of the event. (1) Bit Error Rate figure excludes periods of more than 10 seconds having error rates equal to, or worse than WV (2) Severely Errored Seconds have bit error rates equal to, or worse than I X1 0-3 Page 8 of 17

TERMS AND CONDITIONS TELEPHONY COLOCATION The following Terms and Conditions shall be applicable to Customer's use of space within Level 3 facilities used for the purpose of colocating telecommunications equipment (the "Space") ordered by Customer under any Customer Order. 1. Upon execution and performance of Customer's obligations under a Customer Order for use of Space, Customer shall be granted the right to occupy the Space identified therein. Customer may submit multiple Customer Orders requesting use of different Space, each of which shall be governed by the terms hereof. 2. Customer shall be permitted to use the Space only for placement and maintenance of communications equipment which shall be interconnected to the network services offered by Level 3. Customer may use the Space to cross connect to the facilities of other communications carriers if and only if Level 3 cannot or will not provide such services to Customer on commercially reasonable terms. The nonrecurring and monthly recurring charges for the Space and any Services ordered by Customer shall be set forth in each Customer Order. 3. During the term for use of the Space set forth in each Customer Order, Customer shall commit to use, order and pay for Level 3 network communications services (not including monthly recurring fees charged for the use of the Space) with monthly recurring charges of at least $4,000.00 for each cabinet ($2,000.00 for each half cabinet) of Space ordered by Customer. Customer shall achieve the minimum service level no later than six (6) months after submission and acceptance of each Customer Order. Level 3 may terminate use of the Space in the event that Customer does not satisfy this minimum service commitment. 4. Level 3 shall perform such janitorial services, environmental systems maintenance, power plant maintenance and other actions as are reasonably required to maintain the facility in which the Space is located in good condition which is suitable for the placement of communications equipment. Customer shall maintain the Space in orderly and safe condition, and shall return the Space to Level 3 at the conclusion of the term set forth in the Customer Order in the same condition (reasonable wear and tear excepted) as when such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED HEREIN OR IN ANY CUSTOMER ORDER, THE SPACE SHALL BE DELIVERED AND ACCEPTED "AS IS" BY CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY LEVEL 3 AS TO THE FITNESS OF THE SPACE FOR CUSTOMER'S INTENDED PURPOSE. 5. The term of use of the Space shall begin on the later to occur of the date requested by Customer or the date that Level 3 completes the build-out of the Space. Customer's use of the Space beyond the initial term shall be on a month-to-month basis, unless Customer and Level 3 have agreed in writing to a renewal of the right to use such Space. 6. Level 3 shall use reasonable efforts to complete the build-out and make the Space available to Customer on or before the date requested by Customer. In the event that Level 3 fails to complete the build-out within sixty (60) days of the date requested by Customer, then Customer may terminate its rights to use such Space and receive a refund of any fees paid for the use or build-out of such Space. 7. Customer shall abide by any posted or otherwise communicated rules relating to use of, access to, or security measures respecting the Space. In the event that unauthorized parties gain access to the Space through access cards, keys or other access devices provided to Customer, Customer shall be responsible for any damages incurred as a result thereof. Customer shall be responsible for the cost of replacing any security devices lost or stolen after delivery thereof to Customer. In addition, Level 3 shall have the right to terminate Customer's use of the Space in the event that: (a) Level 3's rights to use the facility within which the Space is located terminates or expires for any reason; (b) Customer has violated the terms hereof or any Customer Order submitted hereunder; (c) Customer makes any material alterations to the Space without first obtaining the written consent of Level 3; (d) Customer allows personnel or contractors to enter the Space who have not been approved by Level 3 in advance; or (e) Customer violates any posted or otherwise communicated rules relating to use of or access to the Space. Level 3 shall use reasonable efforts to notify Customer of any events that may result in termination of the use of the Space. 8. Customer shall pay all monthly recurring fees, cross-connect fees, power charges and nonrecurring fees

specified in each Customer Order for the agreed term thereof. In the event that Customer terminates a Customer Order for Space or in the event that the Customer Order is terminated due to a failure of Customer to satisfy the requirements set forth herein or in the Customer Order prior to the end of the agreed term, Customer shall pay a termination charge equal to the costs incurred by Level 3 in returning the Space to a condition suitable for use by other parties, plus the percentage of the monthly recurring fees for the terminated Space calculated as follows: A. 100% of the monthly recurring fees that would Page 9 of 17

have been charged for the Space for months 1-12 of the agreed term; plus B. 75% of the monthly recurring fees that would have been charged for the Space for months 13-24 of the agreed term; plus C. 50% of the monthly recurring fees that would have been charged for the Space for months 25 through the end of the agreed term. 9. Level 3 reserves the right to change the location or configuration of the Space, provided, however, that Level 3 shall not arbitrarily or discriminatorily require such changes. Level 3 and Customer shall work in good faith to minimize any disruption in Customer's services that may be caused by such changes in location or configuration of the Space. 10. Prior to occupancy and during the term of use of any Space, Customer shall procure and maintain the following minimum insurance coverage: (a) Workers' Compensation in compliance with all applicable statutes of appropriate jurisdiction. Employer's Liability with limits of $500,000 each accident; (b) Commercial General Liability with combined single limits of $1,000,000 each occurrence; and (c) "All Risk" Property insurance covering all of Customer's personal property located in the Space. Customer's Commercial General Liability policy shall be endorsed to show Level 3 (and any underlying property owner, as requested by Level 3) as an additional insured. All policies shall provide that Customer's insurers waive all rights of subrogation against Level 3. Customer shall furnish Level 3 with certificates of insurance demonstrating that Customer has obtained the required insurance coverages prior to occupancy of the Space. Such certificates shall contain a statement that the insurance coverage shall not be materially changed or cancelled without at least thirty (30) days' prior written notice to Level 3. Customer shall require any contractor entering the Space on its behalf to procure and maintain the same types, amounts and coverage extensions as required of Customer above. 11. The liability of Level 3 for damages arising out of the furnishing of Space, including but not limited to mistakes, omissions, interruptions, delays, tortious conduct or errors, or other defects arising out of the failure to furnish Space, whether caused by acts of commission or omission, shall be limited to a prorated refund of the charges paid by Customer for the use of the Space hereunder. The extension of such refunds shall be the sole remedy of Customer and the sole liability of Level 3. Page 10 of 17

of the date requested by Customer, then Customer may terminate its rights to use such Space and receive a refund of any fees paid for the use or build-out of such Space. 7. Customer shall abide by any posted or otherwise communicated rules relating to use of, access to, or security measures respecting the Space. In the event that unauthorized parties gain access to the Space through access cards, keys or other access devices provided to Customer, Customer shall be responsible for any damages incurred as a result thereof. Customer shall be responsible for the cost of replacing any security devices lost or stolen after delivery thereof to Customer. In addition, Level 3 shall have the right to terminate Customer's use of the Space or the Services in the event that: (a) Level 3's rights to use the facility within which the Space is located terminates or expires for any reason; (b) Customer has violated the terms hereof or of any Customer Order submitted hereunder; (c) Customer makes any material alterations to the Space without first obtaining the written consent of Level 3; (d) Customer allows personnel or contractors to enter the Space who have not been approved by Level 3 in advance; or (e) Customer violates any posted or otherwise communicated rules relating to use of or access to the Space. Level 3 shall use reasonable efforts to notify Customer of any events that may result in termination of the use of the Space or delivery of Services. 8. Level 3 reserves the right to change the location or configuration of the Space, provided, however, that Level 3 shall not arbitrarily or discriminatorily require such changes. Level 3 and Customer shall work in good faith to minimize any disruption in Customer's services that may be caused by such changes in location or configuration of the Space. 9. Level 3 provides only access to the Internet; Level 3 does not operate or control the information, services, opinions or other content of the Internet. Customer agrees that it shall make no claim whatsoever against Level 3 relating to the content of the Internet or respecting any information, product, service or software ordered through or provided by virtue of the Internet. 10. Prior to occupancy and during the term of use of any Space, Customer shall procure and maintain the following minimum insurance coverage: (a) Workers' Compensation in compliance with all applicable statutes of appropriate jurisdiction. Employer's Liability with limits of $500,000 each accident; (b) Commercial General Liability with combined single limits of $1,000,000 each occurrence; and (c) "All Risk" Property insurance covering all of Customer's personal property located in the Space. Customer's Commercial General Liability policy shall be endorsed to show Level 3 (and any underlying property owner, as requested by Level 3) as an additional insured. All policies shall provide that Customer's insurers waive all rights of subrogation against Level 3. Customer shall furnish Level 3 with certificates of insurance demonstrating that Customer has obtained the required insurance coverages prior to occupancy of the Space. Such certificates shall contain a statement that the insurance coverage shall not be materially changed or cancelled without at least thirty (30) days prior written notice to Level 3. Customer shall require any contractor entering the Space on its behalf to procure and maintain the same types, amounts and coverage extensions as required of Customer above. 11. The liability of Level 3 for damages arising out of the furnishing of Services or the Space, including but not limited to mistakes, omissions, interruptions, delays, tortious conduct or errors, or other defects arising out of the failure to furnish Services or Space, whether caused by acts of commission or omission, shall be limited to a prorated refund of the charges paid by Customer for the use of the Space hereunder. The extension of such refunds shall be the sole remedy of Customer and the sole liability of Level 3. Page 12 of 17

TERMS AND CONDITIONS INTERNET ACCESS - DEDICATED AND DIAL UP The following Terms and Conditions shall be applicable to dedicated and dial-up Internet Access Service (the "Internet Access Services") ordered by Customer under any Customer Order. 1. Any state or federal tariffs applicable to the Internet Access Services to be delivered under any Customer Order are incorporated into the terms thereof. The Internet Access Services shall at all times be used in compliance with Level 3's then-current Acceptable Use Policy and Privacy Policy, as amended by Level 3 from time to time and which are available through Level 3's web site. 2. The nonrecurring charges and monthly recurring rates for the Internet Access Services provided by Level 3 to Customer shall be set forth in each Customer Order. 3. Customer hereby agrees to pay for the Internet Access Services for the period of time specified in each Customer Order, which period shall commence with the initiation of delivery of such Internet Access Services. The rates and other charges set forth in each Customer Order are established in reliance on the term and/or volume commitment made therein. In the event that Customer terminates Internet Access Services ordered in any Customer Order or in the event that the delivery of Internet Access Services is terminated due to a failure of Customer to satisfy the requirements set forth herein or in the Customer Order prior to the end of the agreed term, Customer shall (unless Customer has made a Revenue Commitment) pay a termination charge equal to the termination or other charges paid or to be paid by Level 3 for services purchased from other sources used to deliver the Internet Access Services to Customer, plus the percentage of the monthly recurring charges for the terminated Internet Access Services calculated as follows: a. 100% of the monthly recurring charge that would have been incurred for the Internet Access Service for months 1-12 of the agreed term; plus b. 75% of the monthly recurring charge that would have been incurred for the Internet Access Service for months 13-24 of the agreed term; plus c. 50% of the monthly recurring charge that would have been incurred for the Internet Access Service for months 25 through the end of the agreed term. Customer may, in the event that a Revenue Commitment is made and is then being satisfied by Customer, terminate, rearrange or reconfigure the Internet Access Services ordered under a Customer Order without payment of the termination charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible for payment of Level 3's then-current standard nonrecurring charges for such termination, rearrangement or reconfiguration. 4. Level 3 provides only access to the Internet; Level 3 does not operate or control the information, services, opinions or other content of the Internet. Customer agrees that it shall make no claim whatsoever against Level 3 relating to the content of the Internet or respecting any information, product, service or software ordered through or provided by virtue of the Internet. 5. This Section 5 shall apply only to Customers who order Dial-Up Internet Access Services. The Dial-Up Internet Access Services shall be used only by an officer, director, employee or agent ("Employee") of Customer. Customer shall assure that each Employee accessing the Dial-Up Internet Access Service abides by these Terms and Conditions. Prior to any Employee accessing Dial-Up Internet Access Services, such Employee will be required to accurately complete an on-line registration process. During this registration process, each Employee will be required to identify himself/herself through some means satisfactory to Level 3. Pursuant to the registration process, by clicking an "ACCEPT" icon, each Employee will (i) agree to accurately complete the registration; (ii) agree to abide by all of the provisions, terms, limitations, conditions and restrictions of these Terms and Conditions; and (iii) agree to use the Dial-Up Internet Access Services in accordance with any requirements set forth in the online registration process and for the legitimate business purposes of Customer only. Each Employee will also receive a password which such Employee will agree to keep in strict confidence and which will be required whenever accessing the Dial-Up Internet Access Services.

Page 13 of 17

Standard Service Level Agreement (SLA) Release 1 INTERNET DEDICATED ACCESS Dedicated Internet Access service will be backed by a Standard Service Level Agreement that has two components: a Service Delivery SLA and a Network Performance SLA. NOTE: The total number of credits per month for both Service Delivery and Network Performance is limited to four days. SERVICE DELIVERY SLA - 30 Calendar Day Installation Guarantee for Customers buying Dedicated Internet Access in speeds from 64 Kbps - 1.544 Kbps within the Standard Service Area. - 45 Calendar Day Installation Guarantee for Customers buying Dedicated Internet Access in speeds from 3 Mbps - 45 Mbps within the Standard Service Area. - Single toll-free number to reach Level 3 Customer Service for all customer issues, including technical, billing, and product inquiries. - Time to Respond - Within 30 minutes - 2 hour calendar month Average Time To Repair (ATTR) If Level 3 fails to meet any of the guarantees above, Level 3 will review all reported failures at the end of the month, and calculate the applicable credits: - Any customer inquiry to the Level 3 Customer Service Center that results in a Time to Respond of >30 minutes will result in a one day service credit when the customer notifies Level 3 of the failure. - ATTR is calculated as a monthly average. All reported customer trouble tickets will be totaled over the month, then the average time to close each ticket will be calculated. If the ATTR is greater than 2 hours, the customer will receive a one day service credit. - Credits will only be applied to events where the Customer reports a failure to the Level 3 Customer Care organization. Customers must report any Service Delivery failures within five business days of the event. NETWORK PERFORMANCE SLA - SERVICE AVAILABILITY - Availability refers to customer's access point to the Level 3 Internet network, including their Level 3 provided local access circuit, and the customer's port. - Unavailability Events are defined as any outage of the Level 3 provided local access circuit and the customer's port of longer than 15 consecutive minutes. - The Availability Guarantee does not extend to the performance of Internet networks controlled Page 14 of 17

by other companies, or traffic exchange points (including NAPs and MAEs) which are controlled by other companies. - Availability does not include regularly scheduled or emergency maintenance events, or customer caused outages or disruptions. - Customers may report service unavailability events of longer than 15 consecutive minutes to Level 3 customer service within 48 hours of the event. If the event is confirmed by Level 3 customer service, the customer will receive a pro-rated service credit that equals the time of the unavailability. - 40 MS ONE-WAY DELAY GUARANTEE - The Delay guarantee refers to the average delay parameters among the Level 3 Gateway sites in the United States. It does not extend to the customer's local access circuit, transit or peering connections, or to circuits to the traffic exchange points, including NAPs and MAEs. - Delay is measured as the average delay, over a calendar month, of traffic between all major Gateways on the Level 3 U.S. Internet network. - Level 3 will publicly report the Average Monthly Delay measurement for the Level 3 U.S. Internet Network at the end of every month. - If the customer reports that Level 3 has failed to meet the Delay guarantee, and this is confirmed by Level 3 customer service, the customer will be issued one day service credit. NOTES: - All measurements are based on monthly averages. - These guarantees only apply to the Level 3 Internet Network. They do not apply to NAP or transit connections, or to any traffic once it leaves the Level 3 network. - This SLA does not apply to periods of regularly scheduled or emergency maintenance that Level 3 performs on its network or associated hardware and software. - Credits will only be applied to events where the Customer reports a network performance failure to the Level 3 Customer Care organization. - Customers must report any Network Performance failures (unavailability or delay) within 48 hours (two business days) of the service affecting event in order to receive a credit. Customers must report any Service Delivery failures within five business days of the event. Page 15 of 17

TERMS AND CONDITIONS MANAGED MODEM -- DEDICATED, QUICKSTART AND TRANSIT SERVICES The following Terms and Conditions shall be applicable to services required to allow access to "Dedicated Services," "Dedicated Service with QuickStart" and "Transit Services" as offered by Level 3 (the 'Managed Modem Services") ordered by Customer under any Customer Order. 1. Any state or federal tariffs applicable to the Managed Modem Services to be delivered under any Customer Order are incorporated into the terms thereof. The Managed Modem Services shall at all times be used in compliance with Level 3's then-current Acceptable Use Policy and Privacy Policy, as amended by Level 3 from time to time and which are available through Level 3's web site. 2. In the event Customer orders "Dedicated Service," end user traffic will be routed through and aggregated in Level 3's facility, sent to the Customer's Premises via a dedicated circuit, and then routed to its final destination by Customer. In the event that Customer orders "Transit Services," End User traffic will be routed to Level 3's facility and then routed to its final destination by Level 3 via the Internet. Dedicated Service with "QuickStart" will initially be provisioned to the Customer in the same fashion as Transit Services, until such time as Level 3 has provisioned the dedicated circuit to send end user traffic from Level 3's facility to the Customer's Premises. QuickStart will then be migrated to standard Dedicated Service. Customers ordering Dedicated Services will be required to make a portion of the Premises available to Level 3 for the placement of equipment necessary to provide such Dedicated Services. For Dedicated Service, all Customer CPE as well as the private line necessary to support this service will be ordered, installed and managed by Level 3. Any telephone numbers assigned to Customer for the purpose of providing Managed Modem Services hereunder shall be property of Customer; PROVIDED, however, that Level 3 shall be obligated to release such numbers to Customer upon expiration or termination hereof if and only if Customer is then in compliance with all of the terms contained herein or in the Standard Terms and Conditions. 3. The nonrecurring charges and monthly recurring rates for the Managed Modem Services provided by Level 3 to Customer shall be set forth in each Customer Order. Level 3 will dedicate the specified number of ports to Customer in the Level 3 facilities as identified in each Customer Order. Customer may be responsible for additional monthly charges if Customer's use of the Managed Modem Services requires and utilizes more ports than the number committed to and ordered by Customer. 4. Customer hereby agrees to pay for the Services for the period of time specified in each Customer Order, which period shall commence with the initiation of delivery of such Managed Modem Services. The rates and other charges set forth in each Customer Order are established in reliance on the term commitment made therein. In the event that Customer terminates Managed Modem Services ordered in any Customer Order or in the event that the delivery of Managed Modem Services is terminated due to a failure of Customer to satisfy the requirements set forth herein or in the Customer Order prior to the end of the agreed term, Customer shall (unless Customer has made a Revenue Commitment) pay a termination charge equal to the termination or other charges paid or to be paid by Level 3 for services purchased from other sources used to deliver the Managed Modem Services to Customer, plus the percentage of the monthly recurring charges for the terminated Managed Modem Services calculated as follows: a. 100% of the monthly recurring charge that would have been incurred for the Managed Modem Service for months 1-12 of the agreed term; plus b. 75% of the monthly recurring charge that would have been incurred for the Managed Modem Service for months 13-24 of the agreed term; plus c. 50% of the monthly recurring charge that would have been incurred for the Managed Modem Service for months 25 through the end of the agreed term. Customer may, in the event that a Revenue Commitment is made and is then being satisfied by Customer, terminate, rearrange or reconfigure the Managed Modem Services ordered under a Customer Order without payment of the termination charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible for payment of Level 3's then-current standard nonrecurring charges for such termination,

rearrangement or reconfiguration. 5. Level 3 provides only access to the Internet; Level 3 does not operate or control the information, services, opinions or other content of the Internet. Customer agrees that it shall make no claim whatsoever against Level 3 relating to the content of the Internet or respecting any information, product, service or software ordered through or provided by virtue of the Internet. Page 16 of 17

LEVEL (3) COMMUNICATIONS CUSTOMER ORDER FORM
Section 1: Contracting Customer Information Customer: Address 1: City/Town: Contact: Facsimile: AcuBid.com 1947 Camino Vida Roble Carlsbad Waddy Stephenson CON:__________ DBA: Address 2: Suite 102 State/Prov: CA Title: MIS Pager: SON:__________

Country: Postal/ZIP: Telephone: e-mail:

USA 92008 760-604wstephen

Section 2: Services Requested Private Line [ ] Point-to-Point Intercity Metropolitan: [ ] Access [ ] Point-to-Point Dealer Circuit: [ ] Intercity [ ] Metropolitan [ ] Hubbed Service [ ] Cross-Connect

Quote ID: Co-Location Services [X] Web Co-Location [ ] Telephony Co-Location IP & Related Service Internet Access: Managed Modem: Voice Services: [ ] VPN Services [ [ [ [ ] ] ] ]

Section 3: Charges Related to Order MRC: 1800 MRC Product: IP Colocation NRC: 0 Other: Revenue Commitment: 0 Ramp Period: Zero Days [X] 1 yr [ ] 4 yr [ ] 2 yr [ ] 5 yr [ ] 3 yr [ ] Month-to-Month

By making a Revenue Commitment, Customer agrees that during the term specified at left, Customer will order and pay for Services which, on a monthly basis during the agreed term (after any applicable "Ramp Period" specified above), have monthly recurring charges which are, in the aggregate, at least equal to the Revenue Commitment. In the event that, during any month, Customer's invoice for actual Services used is less than the Revenue Commitment, Customer shall nevertheless be invoiced for, and shall be responsible to pay, an amount equal to the Revenue Commitment. Section 4: Order Type & Customer Service Date Request [X] New [ ] Add [ ] Delete [ ] Up/Downgrade [ ] Move End: [ ] [ ] Record Request: 1 7 99 Day Month Year [ ] Reenginer [ ] Voice Change [ ] pre-install c

Section 5: Billing Address & Details Customer: Address 1: City/Town: Contact: Facsimile: Currency:

[X] Address Same as Contracting Customer Information, Above AKA: Address 2: State/Prov.: Title: Pager: Language: County: Country: Postal/ZIP: Telephone: e-mail: Split Bill %:

Section 6: Customer Site Details, Originating End Bldg. Code: Customer: Address 1: City/Town: Site Contact: Facsimile: Tech Contact: Facsimile: 24 Hr. Fault: [ ] On-Net

[ ] Address Same as Contracting Customer Information, [ ] With-in SSA [ ] Outside of SSA (additional County: Country: Postal/ZIP: Telephone: e-mail: Telephone: e-mail: e-mail: Time Zone:

[ ] Off-Net

AKA: Floor: Room: State/Prov.: Title: Pager: Title: Pager: Telephone:

Suite:

Section 7: Customer Site Details or Gateway Details, Terminating End Bldg. Code: Customer: Address 1: City/Town: Site Contact: Facsimile: AcuBid.com 8929 Aero Drive San Diego Tech on Duty [X] On-Net [ ] Off-Net

[ ] This is a Gateway-termination [ ] Outside of SSA (additional County: Country: Postal/ZIP: Telephone: e-mail: San Diego Time Zone USA 92123 619-292-2140 wstephenson@acubid.co

[X] With-in SSA

AKA: Floor: First State/Prov.: CA Title: N/A Pager:

Room:

Suite:

Tech Contact: Tech on Duty Facsimile: 24 Hr. Fault: Tech on Duty

Title: Pager: Telephone:

N/A 877-4LLEVEL3 [X] No [ ] Yes

Telephone: e-mail: e-mail:

619-292-2140

For additional sites see separate sheet(s)

If yes, the total number of sites: [

Section 8: Sales Account Executive Information Name I ID: Michael A. Lowry Telephone: 619-292-2114 e-mail: michael.lowry@level3.com

Section 9: Acceptance and Terms This Customer Order is governed by Level 3 communications, LLC's Terms and Conditions for Delivery of Ser available for Customer's review either upon request or on Level 3's web site), which are hereby incorpora Customer Order. Neither party shall be liable for any indirect, incidental, special, consequential, exemp damages (including but not limited to damages for lost profits or lost revenues), whether or not caused b omissions or negligence of its employees or agents and regardless of whether such party has been informed possibility or likelihood of such damages.

/s/ LARRY SCHAFFER Authorized Customer Signature

5/25/99 Date

Authorized Customer Name: Title:

Larry Schaffer CEO

CUSTOMER ORDER FORM [ILLEGIBLE]

EXHIBIT 10.11 AcuBid.com, Inc. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

AcuBid.com, Inc. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS Table of Contents
PAG --Purposes .......................................................................................1 Definitions ....................................................................................1 Shares Available under the Plan ................................................................2 Automatic Grants of Nonqualified Options to Nonemployee Directors ......................................................................................3 Adjustments ....................................................................................4 Fractional Shares ..............................................................................5 Administration of the Plan .....................................................................5 Amendments and Other Matters ...................................................................5 No Additional Rights ...........................................................................5 Securities Law Matters .........................................................................6 Change in Control ..............................................................................6 Termination of the Plan ........................................................................8 Effective Date .................................................................................8 Nontransferability .............................................................................8

1. 2. 3. 4.

5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

AcuBid.com, Inc. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purposes. The purposes of this Plan are to encourage outside Directors of AcuBid.com, Inc. (the "Corporation") to own shares of the Corporation's stock and thereby to align their interests more closely with the interests of the other stockholders of the Corporation, to encourage the highest level of Director performance by providing the Directors with a direct interest in the Corporation's attainment of its financial goals, and to provide financial incentives that will help attract and retain the most qualified Directors. 2. Definitions. As used in this Plan: "Board" means the Board of Directors of the Corporation. "Change in Control" has the meaning set forth in Section 11. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Committee described in Section 7 of this Plan. "Common Shares" means (i) shares of the Common Stock, $.01 par value, of the Corporation and (ii) any security into which Common Shares may be converted by reason of any transaction or event of the type referred to in Section 5 of this Plan. "Date of Grant" means the date on which a grant of Nonqualified Options shall become effective as provided in Section 4(a). "Director" means a member of the Board who is not an employee of the Corporation. For purposes of this Plan, an employee is an individual whose wages are subject to the withholding of federal income tax under Section 3401 and 3402 of the Code. A Director who becomes an employee (within the meaning of this Section) shall not forfeit any Option Right granted hereunder solely by reason of assuming employee status. "Disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. A Director shall not be considered to be subject to a Disability until he furnishes a certification from a practicing physician in good standing to the effect that such Director meets the criteria described in this Section. "Effective Date" has the meaning set forth in Section 13. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Market Value" as of a given date means (a) the closing sale price of the Common Shares on the principal securities exchange on which such Common Shares are then trading on such date, or (b) if the Common Shares are not listed on a securities exchange, the closing sale price of the Common Shares as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") on such date. If there are no Common Share transactions on such date, the Market Value per Page 1 of 6

Common Share shall be determined as of the immediately preceding date on which there were Common Share transactions. "Nonqualified Option" means an option to purchase shares of Common Stock that is not intended to qualify as an incentive stock option under Section 422 of the Code. "Optionee" means the Director so designated in an agreement evidencing an outstanding Option Right, or the Successor of an Optionee, as the context so requires. "Option Price" means the purchase price payable upon the exercise of an Option Right. "Option Right" means the right to purchase Common Shares from the Corporation upon the exercise of a Nonqualified Option granted pursuant to this Plan. Option Rights shall be evidenced by written agreements containing terms and conditions not inconsistent with this Plan. "Plan" means the AcuBid.com, Inc. 1998 Stock Option Plan for NonEmployee Directors, as the same may be amended from time to time. "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to time by the Securities and Exchange Commission under the Exchange Act. "Successor" of an Optionee means the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire the right to exercise a Nonqualified Option by bequest or inheritance or by reason of the death of the Optionee. "Termination of Service" means the time at which the Optionee ceases to serve as a member of the Board for any reason, with or without cause, which includes termination by resignation, removal, death or retirement. "Voting Stock" has the meaning set forth in Section 11(a). 3. Shares Available under the Plan. (a) Subject to Sections 3(b) and 5 of this Plan, the number of Common Shares issued or transferred, plus the number of Common Shares covered by outstanding awards granted under this Plan, shall not in the aggregate exceed 250,000 Common Shares, which may be Common Shares of original issuance or Common Shares held in treasury or a combination thereof. (b) For the purposes of this Section 3, any Common Shares subject to an Option Right that has been canceled or terminated shall again be available for the grant of Option Rights under this Plan. 4. Automatic Grants of Nonqualified Options to NonEmployee Directors. (a) The following Nonqualified Options shall be granted under this Plan: (i) As of the Effective Date, a Nonqualified Option to purchase 3,000 Common Shares is granted to each person who on such date is an incumbent Director, and a Nonqualified Option to purchase 3,000 Common Shares shall be automatically granted to each such person on of each year thereafter for so long as he continues to serve as a Director. (ii) With respect to each person who first becomes a Director of the Corporation after the Effective Date of this Plan, an option to purchase 3,000 Common Shares shall be automatically granted as of the date such person first becomes a Director, and a Nonqualified Option to purchase Page 2 of 6

3,000 Common Shares shall be automatically granted to each such person on of each year thereafter for so long as he or she continues to serve as a Director and provided that he or she has served as a Director for at least six months prior thereto. (b) The Option Price per share of each Nonqualified Option shall be the Market Value per Common Share as of the Date of Grant. (c) (i) Subject to subsection (ii) of this Section 4(c) and Section 11 of this Plan, each Nonqualified Options, until terminated as provided in Section 4(d), shall become exercisable to the extent of 20% of the Common Shares subject thereto on the Date of Grant and to the extent of an additional 20% of the Common Shares subject thereto after each of the first four anniversaries of such date, for so long as the Optionee continues to serve as a member of the Board. To the extent exercisable, each Nonqualified Option shall be exercisable in whole or in part from time to time. (ii) If an Optionee ceases to be a Director by reason of death or Disability, all Nonqualified Options held by such Optionee that would have otherwise become exercisable had such Director continuously served as a Director through the date of the Corporation's annual meeting of stockholders immediately following such death or Disability shall, notwithstanding subsection (i) of this Section 4(c), become immediately exercisable in full. (d) Each Nonqualified Option shall terminate on the earliest of the following dates: (i) Three (3) months following the effective date of the Optionee's Termination of Service, if such Termination of Service results other than from Optionee's death or Disability; (ii) One (1) year following the effective date of the Optionee's Termination of Service, if such Termination of Service results from Optionee's death or Disability; or (iii) Ten (10) years from the Date of Grant. (e) The Option Price shall be payable (i) in cash or by check acceptable to the Corporation, (ii) by transfer to the Corporation of Common Shares which have been owned by the Optionee for more than six months prior to the date of exercise and which have a Market Value on the date of exercise equal to the Option Price, or (iii) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Corporation with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the option exercise price and pursuant to which the broker undertakes to deliver the full option exercise price to the Corporation not later than the date on which the sale transaction will settle in the ordinary course of business. (f) Nonqualified Options granted pursuant to this Section 4 shall be options that are not intended to qualify under any particular provision of the Code. (g) If and to the extent otherwise advisable herein or under the applicable option agreement, upon and after the death of an Optionee, such Optionee's Nonqualified Options, to the extent exercisable after death may be exercised by the Successors of the Optionee. A Nonqualified Option may be exercised, and payment in full of the aggregate Option Price made, by the Successors of an Optionee only by written notice (in the form prescribed by the Committee) to the Corporation specifying the number of Common Shares to be purchased. Such notice shall state that the aggregate Option Price will be paid in full, or that the Nonqualified Option will be exercised as otherwise provided hereunder, in the discretion of the Corporation or the Committee, if and as applicable. Page 3 of 6

5. Adjustments. The Committee shall make or provide for such adjustments in the number of Common Shares covered by awards made hereunder, the Option Prices per Common Share applicable to any such awards, and the kind of shares (including shares of another issuer) covered thereby, as the Committee shall in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation, or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. The Committee shall also make or provide for such adjustments in the maximum number of Common Shares specified in Section 3(a) of this Plan as the Committee may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 5. 6. Fractional Shares. The Corporation shall not be required to issue any fractional Common Shares pursuant to this Plan. Whenever under the terms of this Plan a fractional Common Share would otherwise be required to be issued, an amount in lieu thereof shall be paid in cash based upon the Market Value of such fractional Common Share. 7. Administration of the Plan. This Plan shall be administered by a committee of the Board, which shall be composed of not less than two members of the Board ("Committee"). Notwithstanding the foregoing, grants of Option Rights under this Plan shall be automatic as described in Section 4, and the Committee shall have no authority, discretion or power to determine the terms of the Option Rights to be granted pursuant to this Plan, the number of Common Shares to be issued thereunder or the time at which such Option Rights are to be granted, or establish the duration and nature of Option Rights, except in the sense of administering the Plan subject to the provisions of this Plan. 8. Amendments and other Matters. (a) This Plan may be terminated, and from time to time amended, by the Board; provided, however, that except as expressly authorized by this Plan, no such amendment shall (i) increase the number of Common Shares specified in Section 3(a) hereof, materially modify the requirements as to eligibility for participation in this Plan, or otherwise cause this Plan or any grant, award or election made pursuant to this Plan to cease to satisfy any applicable condition of Rule 16b-3, without further approval of the stockholders of the Corporation, or (ii) cause any Optionee to fail to qualify as a "disinterested person" within the meaning of Rule 16b-3; provided, further, that Plan provisions relating to the amount and price of securities to be awarded and the timing of awards under the Plan shall not be amended more than once every six months, other than to comport with changes in the Code, the Employees Retirement Income Security Act, as amended, or the rules promulgated thereunder. No amendment or termination of this Plan shall adversely affect any outstanding award theretofore granted under the Plan without the consent of the Director holding such award. (b) Any grant, award or election that may be made pursuant to an amendment to this Plan shall be null and void if it is subsequently determined that (i) stockholder approval of such amendment was required in order for this Plan to continue to satisfy the applicable conditions of Rule 16b-3, or (ii) such grant, award, election or amendment disqualified any optionee as a "disinterested person" within the meaning of Rule 16b-3. 9. No Additional Rights. Nothing contained in this Plan or in any award granted under this Plan shall interfere with or limit in any way the right of the stockholders of the Corporation to remove any Director from the Board pursuant to state law or the Bylaws or Articles of Incorporation of the Corporation, nor confer upon any Director any right to continue in the service of the Corporation. 10. Securities Law Matters. Page 4 of 6

(a) The Corporation may require any Optionee, as a condition of receiving Option Rights, to give written assurances in substance and form satisfactory to the Corporation and its counsel to the effect that such person is acquiring the Common Shares subject to the Option Rights for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Corporation deems necessary or appropriate in order to comply with federal and applicable state securities laws. (b) Each award of Option Rights shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Common Shares subject to such Option Rights upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of shares thereunder, such award of Option Rights may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to such counsel. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration or qualification. (c) To the extent necessary for an Option Right, its exercise or the sale of Common Shares acquired thereunder to be exempt from Section 16(b) of the Exchange Act, such Option Right shall be held six months from the Date of Grant, or at least six months shall elapse from the Date of Grant to the date of disposition of the Common Shares acquired upon exercise of such Option Right. 11. Change in Control. Upon a Change in Control (as hereinafter defined), all Nonqualified Options held by an Optionee that would become exercisable with respect to such Optionee's service as a Director through the date of the Corporation's annual meeting of stockholders immediately following such Change in Control shall, notwithstanding Section 4(c) of this Plan, become immediately exercisable in full, If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of section 4(c) shall be reinstated but without prejudice to any exercise of any Option Right that may have occurred prior to such nullification. For purposes of this Plan, "Change in Control" means the occurrence of any of the following events: (a) The execution by the Corporation of an agreement for the merger, consolidation or reorganization into or with another corporation or other legal person; provided, however, that no such merger, consolidation or reorganization shall constitute a Change in Control if as a result of such merger, consolidation or reorganization not less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Corporation ("Voting Stock") immediately prior to such transaction; (b) The execution by the Corporation of an agreement for the sale or other transfer of all or substantially all of its assets to another corporation or other legal person; provided, however, that no such sale or other transfer shall constitute a Change in Control if as a result of such sale or transfer not less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such sale or transfer. (c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any of their affiliates) that owns beneficially or of record more than ten percent of the Common Shares on the Effective Date) has or intends to become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Page 5 of 6

Exchange Act) of securities representing a majority or more of the combined voting power of the thenoutstanding Voting Stock, including, without limitation, pursuant to a tender offer or exchange offer; (d) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Corporation cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this subsection (d) each director who is first elected, or first nominated for election by the Corporation's stockholders, by a vote of at least two-thirds of the directors of the Corporation (or a committee thereof) then still in office who were directors of the Corporation at the beginning of any such period shall be deemed to have been a director of the Corporation at the beginning of such period; or (e) except pursuant to a transaction described in the proviso to subsection (a) of this Section 11, the Corporation adopts a plan for the liquidation or dissolution of the Corporation. Notwithstanding the foregoing, to the extent necessary for an Option Right, its exercise or the sale of Common Shares acquired thereunder to be exempt from Section 16(b) of the Exchange Act (i) except in the case of death or Disability, an Optionee shall not be entitled to exercise any Option Rights granted within six months prior to the occurrence of a Change in Control until the expiration of the six-month period following the Date of Grant of such Option Rights, or (ii) at least six months shall elapse from the Date of Grant of such Option Rights to the date of disposition of the Common Shares acquired upon exercise of such Option Rights. 12. Termination of the Plan. No further awards shall be granted under this Plan after the passage of ten years from the date on which this Plan is first approved by the stockholders of the Corporation. 13. Effective Date. The effective date of this Plan (the "Effective Date") shall be January 1, 1998, provided, however, that this Plan and each award granted hereunder shall be void and of no force or effect until and unless this Plan shall have been approved by a vote of the holders of the majority of the Corporation present, or represented, and entitled to vote at a meeting duly held in accordance with Delaware law. 14. Nontransferability. Each Option granted under this Plan shall by its terms be nontransferable by the Optionee except by will or the laws of decent and distribution of the state wherein the Optionee is domiciled at the time of his death; provided, however, that the committee may (but need not) permit other transfers, to the extent consistent with Rule 16b-3, where the Committee concludes that such transferability does not result in accelerated taxation and is otherwise appropriate and desirable. Page 6 of 6

AcuBid.com, Inc. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS NONQUALIFIED STOCK OPTION AGREEMENT WHEREAS, __________________ (the "Optionee") is a Director (as defined in the AcuBid.com, Inc. 1999 Stock Option Plan for Non-Employee Directors (the "Plan")) of AcuBid.com, Inc., a Delaware corporation (the "Corporation"); and WHEREAS, the execution of an Agreement in the form hereof has been duly authorized by a resolution of the Board of Directors of the Corporation duly adopted on ____________, 1999. NOW, THEREFORE, the Corporation hereby grants to the Optionee a nonqualified option pursuant to the Plan to purchase _____ shares of the Corporation's Common Stock, $0.01 par value per share ("Common Stock"), at the price of $______ per share and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the purchase price in full, all subject, however, to the terms and conditions hereinafter set forth. Unless otherwise defined, capitalized terms used herein shall have the meanings set forth in the Plan. 1 . This option (until terminated as hereafter provided) shall become exercisable to the extent of 20% of the shares of Common Stock specified above on __________ [insert date of grant/effective date of Plan] and to the extent of an additional 20% of the shares specified above after each of the first four anniversaries of such date, for so long as the Optionee continues to serve as a member of the Board of Directors. To the extent exercisable, the option shall be exercisable in whole or in part from time to time. Notwithstanding the first sentence of this paragraph 1, if the Optionee ceases to be a Director by reason of death or Disability (as defined in Section 5 hereof), the option granted hereby shall become immediately exercisable to the extent such option would have otherwise become exercisable had the Optionee continuously served as a Director through the date of the Corporation's annual meeting of stockholders immediately following such death or Disability. Upon a Change in Control (as hereinafter defined), the option granted hereby shall, notwithstanding the first sentence of this paragraph 1, become immediately exercisable to the extent the option would have become exercisable with respect to the Optionee's service as a Director through the date of the Corporation's annual meeting of stockholders immediately following such Change in Control. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of the first sentence of this paragraph 1 shall be reinstated but without prejudice to any exercise of this option that may have occurred prior to such nullification. For purposes of this Agreement, "Change in Control" means the occurrence of any of the following events: (a) The execution by the Corporation of an agreement of the merger, consolidation or reorganization into or with another corporation or other legal person; provided, however, that no such merger, consolidation or reorganization will constitute a Change in Control if as a result of such merger, consolidation or reorganization not less than a majority of the combined voting power of the then-outstanding securities of such Corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Corporation ("Voting Stock") immediately prior to such transaction; (b) The execution by the Corporation of an agreement for the sale or other transfer of all Page 1 of 3

or substantially all of its assets to another corporation or other legal person; provided, however, that no such merger, consolidation or reorganization will constitute a Change in Control if as a result of such sale or transfer not less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Corporation immediately prior to such sale or transfer; (c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any person (as the term "person" is used Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any of their affiliates) that owns beneficially or of record more than ten percent of the Common Stock on __________ [insert effective date of plan] has or intends to become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing a majority or more of the combined voting power of the then outstanding Voting Stock, including, without limitation, pursuant to a tender offer or exchange offer; (d) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Corporation cease for any reason to constitute at least a majority thereof; provided, however, that for purposes of this subsection (d) each director who is first elected, or first nominated for election by the Corporation's stockholders, by a vote of at least two-thirds of the directors of the Corporation (or a committee thereof) then still in office who were directors of the Corporation at the beginning of any such period will be deemed to have been a director of the Corporation at the beginning of such period; or (e) except pursuant to a transaction described in the proviso to clause (a) of this paragraph 1, the Corporation adopts a plan for the liquidation or dissolution of the Corporation. Notwithstanding the foregoing, to the extent necessary for the grant of this option, its exercise or the sale of the Common Stock acquired hereunder to be exempt from Section 16(b) of the Exchange Act, (i) except in the case of death or Disability, the Optionee shall not be entitled to exercise the option granted hereby if granted within six months prior to the occurrence of a Change in Control until the expiration of the six-month period following the Date of Grant of this option, or (ii) at least six months shall elapse from the Date of Grant of this Option to the date of disposition of the shares of Common Stock acquired upon exercise of this option. 2. The option price shall be payable (a) in cash or by check acceptable to the Corporation, (b) by transfer to the Corporation of shares of Common Stock which have been owned by the Optionee for more than six months prior to the date of exercise and which have a fair market value on the date of exercise equal to the option price, or (c) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Corporation with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the option exercise price and pursuant to which the broker undertakes to deliver the full option exercise price to the Corporation not later than the date on which the sale transaction will settle in the ordinary course of business. 3. This Option shall terminate on the earliest of the following dates: (a) Three months following the effective date of the Optionee's Termination of Service (as defined in Section 5 hereof), if such Termination of Service results other than from Optionee's death or Disability; (b) One year following the effective date of the Optionee's Termination of Service, if Page 2 of 3

such Termination of Service results from Optionee's death or Disability; and (c) Ten years from the date of this Agreement. 4. This Agreement shall be subject to all of the terms and conditions of the Plan, which is incorporated herein by reference. 5. As used in this Agreement: "Director" means a member of the Board of Directors of the Corporation who is not an employee of the Corporation. For purposes of this Agreement, an employee is an individual whose wages are subject to the withholding of federal income tax under Sections 3401 and 3402 of the Internal Revenue Code of 1986, as amended from time to time. A Director who becomes an employee (within the meaning of this Section) shall not forfeit the option granted by this Agreement solely by reason of assuming employee status. "Disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. A Director shall not be considered to be subject to a Disability until he furnishes a certification from a practicing physician in good standing to the effect that such Director meets the criteria described in this definition. ///// ///// ///// //// "Termination of Service" means the time at which the Optionee ceases to serve as a member of the Board of Directors of the Corporation for any reason, with or without cause, which includes termination by resignation, removal, death or retirement. EXECUTED at ______________, California, as of ___________, 1999. AcuBid.com, Inc. By: Name: Title: ACCEPTED AND AGREED By: Name: Optionee Page 3 of 3

EXHIBIT 10.12 AcuBid.com, Inc. 1999 INCENTIVE EQUITY PLAN Page 1 of 11

ACUBID.COM, INC. INCENTIVE EQUITY PLAN Table of Contents

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Purpose ......................................................................................... Definitions ..................................................................................... Shares and Performance Units Available under the Plan ........................................... Option Rights ................................................................................... Appreciation Rights ............................................................................. Restricted Shares ............................................................................... Deferred Shares ................................................................................. Performance Shares and Performance Units ........................................................ Transferability ................................................................................. Adjustments ..................................................................................... Fractional Shares ............................................................................... Withholding Taxes ............................................................................... Certain Terminations of Employment or Consulting Services, Hardship and Approved Leaves of Absence ............................................... Administration of the Plan ...................................................................... Amendments and Other Matters .................................................................... Termination of the Plan ......................................................................... Effective Date................................................................................... Nontransferability ..............................................................................

14. 2. 3. 4. 5.

Page i of 11

ACUBID.COM, INC. INCENTIVE EQUITY PLAN 1. Purpose. The purpose this Plan is to attract and retain officers and other key employees of and consultants to AcuBid.com, Inc. (the "Corporation") and its Subsidiaries and to provide such persons with incentives and rewards for superior performance. 2. Definitions. As used in this Plan, "APPRECIATION RIGHT" means a right granted Pursuant to Section 5 of this Plan, including a Freestanding Appreciation Right and a Tandem Appreciation Right. "BASE PRICE" means the price to be used as the basis for determining the Spread upon the exercise of a Freestanding Appreciation Right. "BOARD" means the Board of Directors of the Corporation. "CODE" means the Internal Revenue Code of 1986, as amended from time to time. "COMMITTEE" means the committee described in Section 14(a) of this Plan. "COMMON SHARES" means (i) shares of the Common Stock, no par value, of the Corporation and (ii) any security into which Common Shares may be converted by reason of any transaction or event of the type referred to in Section 10 of this Plan. "DATE OF GRANT" means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares or Performance Units or a grant or sale of Restricted Shares or Deferred Shares shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto. "DEFERRAL PERIOD" means the period of time during which Deferred Shares are subject to deferral limitations under Section 7 of this Plan. "DEFERRED SHARES" means an award pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period. "EFFECTIVE DATE" shall have the meaning set forth in Section 17. "FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right or similar right. Page 1 of 11

"INCENTIVE STOCK OPTION" means an Option Right that is intended to qualify as an "incentive stock option" under Section 422 of the Code or any successor provision thereto. "Management Objectives" means the achievement of performance objectives established pursuant to this Plan, which may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant, or the Subsidiary, division, department or function within the corporation or Subsidiary in which the Participant is employed or with respect to which the Participant provides consulting services. The Committee may adjust Management Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Date of Grant that are unrelated to the performance of the Participant and result in distortion of the Management Objectives or the related minimum acceptable level of achievement. "MARKET VALUE PER SHARE" means the fair market value of the Common Shares as determined by the Committee from time to time. "NONQUALIFIED OPTION" means an Option Right that is not intended to qualify as an Incentive Stock Option. "OPTIONEE" means the person so designated in an agreement evidencing an outstanding Option Right or the Successor of an Optionee, as the context so requires. "OPTION PRICE" means the purchase price payable upon the exercise of an Option Right. "OPTION RIGHT" means the right to purchase Common Shares from the Corporation upon the exercise of a Nonqualified Option or an Incentive Stock Option granted pursuant to Section 4 of this Plan. "PARTICIPANT" means a person who is selected by the Committee to receive benefits under this Plan and (i) is at that time an officer, including without limitation an officer who may also be a member of the Board, or other key employee of or a consultant to the Corporation or any Subsidiary or (ii) has agreed to commence serving in any such capacity, or the Successor of a Participant, as the context requires. "PERFORMANCE PERIOD" means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating thereto are to be achieved. "PERFORMANCE SHARE" means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan. "PERFORMANCE UNIT" means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan. "RELOAD OPTION RIGHTS" means additional Option Rights automatically granted to an Optionee upon the exercise of Option Rights pursuant to Section 4(f) of this Plan. "RESTRICTED SHARES" means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the restrictions on transfer referred to in Section 6 hereof has expired. "RULE 16b-3" means Rule 16b-3, as promulgated and amended from time to time by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule to the same effect. Page 2 of 11

"SPREAD" means, in the case of a Free-standing Appreciation Right, the amount by which the Market Value per Share on the date when the Appreciation Right is exercised exceeds the Base Price specified therein or, in the case of a Tandem Appreciation Right, the amount by which the Market Value per Share on the date when the Appreciation Right is exercised exceeds the Option Price specified in the related Option Right. "SUBSIDIARY" means any corporation in which the Corporation owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation at the time of the grant. "SUCCESSOR" of a Participant means the legal representative of the estate of a deceased Participant or the person or persons who shall acquire the right to exercise an award hereunder by bequest or inheritance or by reason of death of the Participant. "TANDEM APPRECIATION RIGHT" means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right or any similar right granted under any other plan of the Corporation. 3. Shares and Performance Units Available under the Plan. (a) Subject to adjustment as provided in Section 10 of this Plan, the number of Common Shares issued or transferred, plus the number of Common Shares covered by outstanding awards granted under this Plan, shall not in the aggregate exceed 1,250,000 Shares, which may be Common Shares of original issuance or Common Shares held in treasury or a combination thereof. For the purposes of this Section 3(a): (i) Upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award shall again be available for issuance or transfer hereunder. (ii) Common Shares covered by any award granted under this Plan shall be deemed to have been issued or transferred, and shall cease to be available for future issuance or transfer in respect of any other award granted hereunder, at the earlier of the time when they are actually issued or transferred or the time when dividends or dividend equivalents are paid thereon; provided, however, that Restricted Shares shall be deemed to have been issued or transferred at the earlier of the time when they cease to be subject to a substantial risk of forfeiture or the time when dividends are paid thereon. (b) The number of Performance Units that may be granted under this Plan shall not in the aggregate exceed 100,000. Performance Units that are granted under this Plan, but are paid in Common Shares or are not earned by the Participant at the end of the Performance Period, shall be available for future grants of Performance Units hereunder. 4. Option Rights. The Committee may from time to time authorize grants to Participants of options to purchase Common Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Each grant shall specify the number of Common Shares to which it pertains; provided, however, that no participant shall be granted Option Rights for more than 100,000 Common Shares in any one fiscal year of the Corporation, subject to adjustment as provided in Section 10 of this Plan. (b) Each grant shall specify an Option Price per Common Share, which may be less than, equal to or greater than the Market Value per Share on the Date of Grant; provided, however, (i) the Option Price shall equal at least 85% of the Market Value per Share on the Date of Grant, or (ii) the Page 3 of 11

Option Price with respect to each Incentive Stock Option shall not be less than 100% (or 110%, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) of the Market Value per Share on the Date of Grant. (c) Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalents acceptable to the Committee, (ii) subject to Section 4(d), nonforfeitable, unrestricted Common Shares, which are already owned by the Optionee and have a value at the time of exercise that is equal to the Option Price, (iii) any other legal consideration that the Committee may deem appropriate, including without limitation any form of consideration authorized under Section 4(d) below, on such basis as the Committee may determine in accordance with this Plan and (iv) any combination of the foregoing. (d) On or after the Date of Grant of any Nonqualified Option, the Committee may determine that payment of the Option Price may also be made in whole or in part in the form of Restricted Shares or other Common Shares that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Committee on or after the Date of Grant, whenever any Option Price is paid in whole or in part by means of any of the forms of consideration specified in this Section 4(d), the Common Shares received by the Optionee upon the exercise of the Nonqualified Option shall be subject to the same risks of forfeiture or restrictions on transfer as those that applied to the consideration surrendered by the Optionee; provided, however, that such risks of forfeiture and restrictions on transfer shall apply only to the same number of Common Shares received by the Optionee as applied to the forfeitable or restricted Common Shares surrendered by the Optionee. (e) Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a broker on the date of exercise of some or all of the Common Shares to which the exercise relates. (f) On or after the Date of Grant of any Option Rights, the Committee may provide for the automatic grant to the Optionee of Reload Option Rights upon the exercise of Option Rights, including Reload Option Rights for Common Shares or any other noncash consideration authorized under Sections 4(c) and (d) above. (g) Successive grants may be made to the same Participant regardless of whether any Option Rights previously granted to the Participant remain unexercised. (h) Each grant shall specify the conditions, including as and to the extent determined by the Committee, the period or periods of continuous employment, or continuous engagement of the consulting services, of the Optionee by the Corporation or any Subsidiary, or the achievement of Management Objectives, that are necessary before the Option Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of the Option Rights, including, without limitation, in the event of a change in control of the Corporation or other similar transaction or event. (i) Option Rights granted pursuant to this Section 4 may be Nonqualified Options or Incentive Stock Options or combinations thereof, as set forth in the award agreement. (j) On or after the Date of Grant of any Nonqualified Option, the Committee may provide for the payment to the Optionee of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis, or the Committee may provide that any dividend equivalents shall be credited against the Option Price. (k) No Option Right granted pursuant to this Section 4 may be exercised more than 10 years from the Date of Grant (except that, in the case of an individual described in Section 422(b)(6) Page 4 of 11

of the Code (relating to certain 10% owners) who is granted an Incentive Stock Option, the term of such Option Right shall be no more than five years from the Date of Grant). (l) Each grant shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Optionee and shall contain such terms and provisions as the Committee may determine consistent with this Plan. (m) The aggregate Market Value per Share, determined as of the Date of Grant, of the Common Shares for which any Optionee may be awarded Incentive Stock Options which are first exercisable by the Optionee during any calendar year under this Plan (or any other stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000. (o) Option granted pursuant to this Section 4 shall terminate on the earliest of the following dates: (1) On the date on which the Optionee ceases to be an employee of the Company or a Subsidiary unless he ceases to be such an employee in a manner described in (2) or (3) below. (2) 60 days after the Optionee ceases to be an employee of the Company or any Subsidiary if (i) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (ii) Optionee's employment is terminated under circumstances determined by the Committee to be for the convenience of the Company. (3) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as hereinafter defined). (4) Ten years from the date of this Agreement. (5) In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and the Committee shall so find, the Option shall terminate at the time of such act, notwithstanding any other provision of this Agreement. (p) If and to the extent otherwise advisable herein or under the applicable option agreement, upon and after the death of an Optionee, such Optionee's Option Rights, to the extent exercisable after death may be exercised by the Successors of the Optionee. An Option Right may be exercised, and payment in full of the aggregate Option Price made, by the Successors of an Optionee only by written notice (in the form prescribed by the Committee) to the Corporation specifying the number of Common Shares to be purchased. Such notice shall state that the aggregate Option Price will be paid in full, or that the Option Right will be exercised as otherwise provided hereunder, in the discretion of the Corporation or the Committee, if and as applicable. 5. Appreciation Rights. The Committee may also authorize grants to Participants of Appreciation Rights. An Appreciation Right shall be a right of the Participant to receive from the Corporation an amount, which shall be determined by the Committee and shall be expressed an a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of an Appreciation Right. Any grant of Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Any grant may specify that the amount payable upon the exercise of an Appreciation Right may be paid by the Corporation in cash, Common Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Committee the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Corporation to issue Common Shares or other equity securities in lieu of cash; provided, however, that no form of consideration or manner of payment that would cause Rule 16b-3 to cease to apply to this Plan shall be permitted. (b) Any grant may specify that the amount payable upon the exercise of an Appreciation Right shall not exceed a maximum specified by the Committee on the Date of Grant. Page 5 of 11

(c) Any grant may specify (i) a waiting period or periods before Appreciation Rights shall become exercisable and (ii) permissible dates or periods an or during which Appreciation Rights shall be exercisable. (d) Any grant may specify that an Appreciation Right may be exercised only in the event of a change in control of the Corporation or other similar transaction or event. (e) On or after the Date of Grant of any Appreciation Rights, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis. (f) Each grant shall be evidenced by an agreement, which shall be executed an behalf of the Corporation by any officer thereof and delivered to and accepted by the Optionee and shall contain such other terms and provisions an the Committee may determine consistent with this Plan. (g) Regarding Tandem Appreciation Rights only: Each grant shall provide that a Tandem Appreciation Right may be exercised only (i) at a time when the related Option Right (or any similar right granted under any other plan of the Corporation) is also exercisable and the Spread is positive and (ii) by surrender of the related Option Right (or such other right) for cancellation. (h) Regarding Free-standing Appreciation Rights only: (i) Each grant shall specify in respect of each Free-standing Appreciation Right a Base Price per Common Share, which shall be equal to or greater than the Market Value per Share on the Date of Grant; (ii) Successive grants may be made to the same Participant regardless of whether any Free-standing Appreciation Rights previously granted to the Participant remain unexercised; provided, however , that no participant shall be granted more than 100,000 Freestanding Appreciation Rights in any one fiscal year of the Corporation, subject to adjustment as provided in Section 10 of this Plan; (iii) Each grant shall specify the conditions, including as and to the extent determined by the Committee, the period or periods of continuous employment, or continuous engagement of the consulting services, of the Participant by the Corporation or any Subsidiary, or the achievement of Management Objectives, that are necessary before the Free-standing Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of the Free-standing Appreciation Rights, including, without limitation, in the event of a change in control of the Corporation or other similar transaction or event; and (iv) No Free-standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. 6. Restricted Shares. The Committee may also authorize grants or sales to Participants of Restricted Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Each grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, or as and to the Page 6 of 11

extent determined by the Committee, the achievement of Management Objectives, entitling such Participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. (b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Share on the Date of Grant. (c) Each grant or sale shall provide that the Restricted Shares covered thereby shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant, and any grant or sale may provide for the earlier termination of such period, including without limitation, in the event of a change in control of the Corporation or other similar transaction or event. (d) Each grant or sale shall provide that, during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant. Such restrictions may include, without limitation, rights of repurchase or first refusal in the Corporation or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee. (e) Any grant or sale may require that any or all dividends or other distributions paid on the Restricted Shares during the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional Common Shares, which may be subject to the same restrictions as the underlying award or such other restrictions as the Committee may determine. (f) Each grant or sale shall be evidenced by an agreement, which shall be executed an behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Committee may determine consistent with this Plan. Unless otherwise directed by the Committee, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to the Restricted Shares, shall be held in custody by the Corporation until all restrictions thereon lapse. 7. Deferred Shares. The Committee may also authorize grants or sales of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Each grant or sale shall constitute the agreement by the Corporation to issue or transfer Common Shares to the Participant in the future in consideration of the performance of services rendered, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. //// (b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market value per Share on the Date of Grant. (c) Each grant or sale shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Date of Grant, and any grant or sale may provide for the earlier termination of the Deferral Period, including without limitation, in the event of a change in control of the Corporation or other similar transaction or event. (d) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject award, shall Page 7 of 11

not have any rights of ownership in the Deferred Shares and shall not have any right to vote the Deferred Shares, but the Committee may on or after the Date of Grant authorize the payment of dividend equivalents on the Deferred Shares in cash or additional Common Shares on a current, deferred or contingent basis. (e) Each grant or sale shall be evidenced by an agreement, which shall be executed an behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Committee may determine consistent with this Plan. 8. Performance Shares and Performance Units. The Committee may also authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Management Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions: (a) Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors. (b) The Performance Period with respect to each Performance Share or Performance Unit shall be determined by the Committee on the Date of Grant and may be subject to earlier termination, including, without limitation, in the event of a change in control of the Corporation or other similar transaction or event. (c) Each grant shall specify the Management Objectives that are to be achieved by the Participant. (d) Each grant shall specify in respect of the specified Management Objectives a minimum acceptable level of achievement below which no payment will be made and shall set forth a formula for determining the amount of any payment to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Management Objectives. (e) Each grant shall specify the time and manner of payment of Performance Shares or Performance units that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, Common Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives; provided, however, that no form of consideration or manner of payment that would cause Rule 16b-3 to cease to apply to this Plan shall be permitted. (f) Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant. Any grant of Performance Units may specify that the amount payable, or the number of Common Shares issued, with respect thereto may not exceed maximums specified by the Committee on the Date of Grant. (g) On or after the Date of Grant of Performance Shares, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or additional Common Shares on a current, deferred or contingent basis. (h) Each grant shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Committee may determine consistent with this Plan. 9. Transferability. (a) No Option Right or other derivative security (as that term is used in Rule 16b-3) granted under this Plan may be transferred by a Participant except by will or the laws of descent and distribution. Option Rights and Appreciation Rights granted under this Plan may not be exercised during a Participant's lifetime except by the Participant or, in the event of the Participant's Page 8 of 11

legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law and court supervision. (b) Any grant made under this Plan may provide that all or any part of the Common Shares that are to be issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights or upon the termination of the Deferral Period applicable to Deferred Shares or in payment of Performance Shares or Performance Units, or are no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, shall be subject to further restrictions upon transfer. 10. Adjustments. The Committee may make or provide for such adjustments in the number of Common Shares covered by outstanding awards granted hereunder, the Option Prices per Common Share or Base Prices per Common Share applicable to any such awards, and the kind of shares (including shares of another issuer) covered thereby, as the Committee may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of Participants that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all awards so replaced. Moreover, the Committee may on or after the Date of Grant provide in the agreement evidencing any award under this Plan that the holder of the award may elect to receive an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect, or the Committee may provide that the holder will automatically be entitled to receive such an equivalent award. The Committee may also make or provide for such adjustments in the maximum number of Common Shares specified in Section 3(a) of this Plan, the maximum number of Performance Units specified in Section 3(b), and the maximum number of Common Shares and Free-standing Appreciation Rights specified in Sections 4(a) and 5(h)(ii) of this Plan as the Committee may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 10. 11. Fractional Shares. The Corporation shall not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash. 12. Withholding Taxes. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for the withholding are insufficient, it shall be a condition to the receipt of any such payment or the realization of any such benefit that the Participant or such other person make arrangements satisfactory to the Corporation for payment of the balance of any taxes required to be withheld. At the discretion of the Committee and subject to the provisions of Rule 16b-3, any such arrangements may include relinquishment of a portion of any such payment or benefit. The Corporation and any Participant or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required. 13. Certain Terminations of Employment or Consulting Services, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment or consulting services by reason of death, disability, normal retirement, early retirement, with the consent of the Corporation, termination of employment or consulting services to enter public service with the consent of the Corporation or leave of absence approved by the Corporation, or in the event of hardship or other special circumstances, of a Participant who holds an Page 9 of 11

Option Right or Appreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, or any Common Shares that are subject to any transfer restriction pursuant to Section 9(b) of this Plan, the Committee may take any action that it deems to be equitable under the circumstances or in the best interests of the Corporation, including without limitation, waiving or modifying any limitation or requirement with respect to any award under this Plan. 14. Administration of the Plan. (a) This Plan shall be administered by a Committee of the Board, which shall be composed of not less than two members of the Board, each of whom shall be a "disinterested person" within the meaning of Rule 16b-3. (b) The interpretation and construction by the Committee of any provision of this Plan or any agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares or Performance Units, and any determination by the Committee pursuant to any provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Committee shall be liable for any such action taken or determination made in good faith. 15. Amendments and Other Matters. (a) This Plan may be amended from time to time by the Committee; provided, however, that except as expressly authorized by this Plan, no such amendment shall increase the number of Common Shares specified in Section 3(a) hereof, increase the number of Performance Units specified in Section 3(b) hereof, or otherwise cause this Plan to cease to satisfy any applicable condition of Rule 16b-3, without further approval of the stockholders of the Corporation. (b) With the concurrence of the affected Participant, the Committee may cancel any agreement evidencing Option Rights or any other award granted under this Plan. In the event of any such cancellation, the Committee may authorize the granting of new Option Rights or other awards hereunder, which may or may not cover the same number of Common Shares or Performance Units as had been covered by the canceled Option Rights or other award, at such Option Price, in such manner and subject to such other terms, conditions and discretion as would have been permitted under this Plan had the canceled Option Rights or other award not been granted. (c) The Committee may grant under this Plan any award or combination of awards authorized under this Plan in exchange for the cancellation of an award that was not granted under this Plan, including without limitation any award that was granted prior to the adoption of this Plan by the Board, and any such award or combination of awards so granted under this Plan may or may not cover the same number of Common Shares as had been covered by the cancelled award and shall be subject to such other terms, conditions and discretion as would have been permitted under this Plan had the cancelled award not been granted. (d) This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Corporation or any Subsidiary and shall not interfere in any way with any right that the Corporation or any Subsidiary would otherwise have to terminate any Participant's employment or other service at any time. (e) (i) To the extent that any provision of this Plan would prevent any Option Right that was intended to quality as an Incentive Stock Option from so qualifying, any such provision shall be null and void with respect to any such Option Right: provided, however, that any such provision shall remain in effect with respect to other Option Rights, and there shall be no further effect on any provision of this Plan. Page 10 of 11

(ii) Any award that may be made pursuant to an amendment to this Plan that shall have been adopted without the approval of the stockholders of the Corporation shall be null and void if it is subsequently determined that such approval was required in order for this Plan to continue to satisfy the applicable conditions of Rule 16b-3. 16. Termination of the Plan. No further awards shall be granted under this Plan after the passage of 10 years from the date on which this Plan is first approved by the stockholders of the Corporation. 17. Effective Date. The effective date of this Plan (the Effective Date") shall be January 1, 1999, provided, however, that this Plan and each award granted hereunder shall be void and of no force or effect until and unless this Plan shall have been approved by a vote of the holders of the majority of the Corporation present, or represented, and entitled to vote at a meeting duly held in accordance with Delaware law. 18. Nontransferability. Each award granted under this Plan shall by its terms be nontransferable by the Participant except by will or the laws of decent and distribution of the state wherein the Participant is domiciled at the time of his death; provided, however, that the Committee may (but need not) permit other transfers, to the extent consistent with Rule 16b-3; where the Committee concludes that such transferability does not result in accelerated taxation and is otherwise appropriate and desirable. Page 11 of 11

AcuBid.com, Inc. 1999 INCENTIVE EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENT, dated as of ___________ , 1999 (the "Agreement"), between _________________________________ (the "Optionee") and AcuBid.com, Inc. a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Optionee is a key employee of the Company; WHEREAS, the execution of a Nonqualified Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Committee administering the AcuBid.com, Inc. 1999 Incentive Equity Plan (the "Plan"), which Plan was approved by a resolution of the Board of Directors of the Company duly adopted on February 26, 1999 and is incorporated herein by reference; and WHEREAS, the option granted hereby is intended as a nonqualified stock option and shall not be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. Option. (a) Pursuant to the Plan, the Company hereby grants to the Optionee an option (the "Option") to purchase _________ shares (the "Option Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock") at a purchase price per share of $_____ (the "Option Price") which is the fair market value of the Option Shares as of the date hereof, and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, all subject, however, to the terms and conditions hereinafter set forth. (b) Subject to Section 3(a) hereof, this Option (until terminated as hereinafter provided) shall be exercisable only to the extent of 100% of the shares of Common Stock specified above on or after the first anniversary of the date of this Agreement for so long as the Optionee continues to be in the employ of the Company or any Subsidiary. For purposes of this Agreement, the employment of the Optionee with the Company with the Company or a Subsidiary shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of the transfer of his employment among or between the Company or its Subsidiaries. For the purpose of this paragraph, leaves of absence approved by the Board of Directors of the Company, or any committee thereof, for illness, military or government service, or other cause, shall be considered as employment. (c) To the extent exercisable, the Option may be exercised in whole, or in part from time to time, until expiration as provided in Section 1(d). (d) This Option shall terminate on the earliest of the following dates: (i) On the date on which the Optionee ceases to be an employee of the Company or a Subsidiary unless he ceases to be such an employee in a manner described in (ii) or (iii) below. Page 1 of 6

(ii) 60 days after the Optionee ceases to be an employee of the Company or any Subsidiary if (i) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (ii) Optionee's employment is terminated under circumstances determined by the Committee to be for the convenience of the Company. (iii) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as hereinafter defined). (iv) Ten years from the date of this Agreement. In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and the Committee shall so find, the Option shall terminate at the time of such act, notwithstanding any other provision of this Agreement. Nothing in this Section 1(d) shall be construed to modify or enlarge the rights of the Optionee and the conditions of exercising this Option as set forth in Section 1(b) hereof, and at no time shall any right to exercise this Option accrue to the Optionee unless and to the extent that the conditions set forth in Section 1(b) shall have been satisfied. (e) Nothing contained in this Agreement shall limit whatever right the Company or any Subsidiary might otherwise have to terminate the employment of the Optionee. 2. Exercise; Payment for Shares. (a) This Option shall be exercised by Optionee by delivery to the Company of (i) an Exercise Notice in the form attached to this Agreement as Annex A, appropriately completed and duly executed and dated by the Optionee, (ii) payment in full of the Option Price for the number of shares which the Optionee is purchasing hereunder as required by Section 2(b), and (iii) payment in full to the Company of any amounts required to be paid pursuant to Section 2(c). (b) The Option Price shall be payable (i) in cash or by check (certified, personal or bank check) acceptable to the Company, (ii) nonforfeitable unrestricted shares of Common Stock which are already owned by the optionee and have a value at the time of exercise that is equal to the Option Price, or (iii) a combination of the foregoing. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the option exercise price and pursuant to which the broker undertakes to deliver the full option exercise price to the Company not later than the date on which the sale transaction will settle in t he ordinary course of business. (c) If the Company shall be required to withhold any federal, state, local or foreign tax in connection with exercise of the Option, it shall be a condition to such exercise that the Optionee pay or make provision satisfactory to the Company for payment of all such taxes. 3. Change in Control, Adjustments. (a) Upon a Change in Control (as hereinafter defined), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any exercise of the Option that may have occurred prior to such nullification. Page 2 of 6

(b) Notwithstanding the provisions of Section 3(a), to the extent necessary for the Option, its exercise or the sale of Common Stock acquired thereunder to be exempt from Section 16(b) of the Exchange Act of 1934, as amended, (i) except in the case of death or Disability, the Optionee shall not be entitled to exercise the Option if granted within six months prior to the occurrence of a Change in Control until the expiration of the six-month period following the date of this Agreement, or (ii) at least six months shall elapse from the date of this Agreement to the date of disposition of the Option Shares acquired upon exercise of the Option. (c) (i) The Committee may make or provide for such good faith adjustments- in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Committee may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spinoff, spin-out, split-off, splitup, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Committee may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option. 4. No Transfer Of Option. The Option may not be transferred by the Optionee except by will or the laws of descent and distribution. The Option may not be exercised during the Optionee's lifetime except by the Optionee or, in the event of the Optionee's legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Optionee under state law and court supervision. 5. Limitations on Exercise of the Option. The Option shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law and unless under such laws at the time of exercise the shares purchasable upon exercise are exempt, are the subject matter of an exempt transaction, are registered by description or by qualification, or at such time are the subject matter of a transaction which has been registered by description. 6. Rights as Stockholder. The holder of this Option shall not be, nor have any of the rights or privileges of, a holder of the Company's Common Stock in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder. 7. Defined Terms. As used in this Agreement, (a) "Change in Control" means the occurrence of any of the following events: (i) The execution by the Company of an agreement for the merger, consolidation or reorganization into or with another corporation or other Page 3 of 6

legal person; provided, however, that no such merger, consolidation or reorganization shall constitute a Change in Control if as a result of such merger, consolidation or reorganization not less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Company ("Voting Stock") immediately prior to such transaction; (ii) The execution by the Company of an agreement for the sale or other transfer of all or substantially all of its assets to another corporation or other legal person; provided, however, that no such sale or other transfer shall constitute a Change in Control if as a result of such sale or transfer not less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any of their affiliates) that owns beneficially or of record more than ten percent of the Common Stock on 1996) has or intends to become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing a majority or more of the combined voting power of the thenoutstanding Voting Stock, including, without limitation, pursuant to a tender offer or exchange offer; (iv) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof; provided, however , that for purposes of this subsection (iv) each director who is first elected, or first nominated for election by the Company's stockholders, by a vote of at least two-thirds of the directors of the Company (or a committee thereof) then still in office who were directors of the Company at the beginning of any such period shall be deemed to have been a director of the Company at the beginning of such period; or (v) except pursuant to a transaction described in the proviso to subsection (i) of this definition, the Company adopts a plan for the liquidation or dissolution of the Company. (b) "Disability" means, as of any date, the permanent disability of the Optionee in accordance with the then applicable provisions of the disability benefit program of the Company generally available to key employees of the Company or any Subsidiary. 8. Terms of Plan. This Agreement shall be subject to all of the terms and conditions of the Plan which is incorporated herein by reference. All capitalized terms used herein and not defined herein are used as defined in the Plan. Page 4 of 6

EXECUTED at __________________, California this________ day of__________________ 19___. WEBGLAXY, INC. By:____________________________ Name:__________________________ Title:_________________________ ACCEPTED AND AGREED By:_________________________ Name:_______________________ Optionee Page 5 of 6

ANNEX A to NonQualified Stock Option Agreement Form of Exercise Notice Pursuant to the NonQualified Stock Option Agreement dated as of ____________________, 199__ between the undersigned and AcuBid.com, Inc. (the "Company"), the undersigned hereby elects to exercise his option as follows: (a) Number of shares purchased:_______________________ (b) Total purchase price ((a) x Option Exercise Price): $_______ Please issue a single certificate for the shares being purchased in the name of the undersigned. The registered address on such certificate should be:

The undersigned's social security number is:______________________ Date:____________________ __________________________ Optionee Page 6 of 6

AcuBid.com, Inc. 1999 INCENTIVE EQUITY PLAN QUALIFIED INCENTIVE STOCK OPTION AGREEMENT QUALIFIED INCENTIVE STOCK OPTION AGREEMENT, dated as of ______________, 1999 (the "Agreement"), between _________________ __________________ (the "Optionee") and AcuBid.com, Inc., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Optionee is a key employee of the Company; WHEREAS, the execution of a Qualified Incentive Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Committee administering the AcuBid.com, Inc. 1999 Incentive Equity Plan (the "Plan"), which Plan was approved by a resolution of the Board of Directors of the Company duly adopted on ________________, 19___ and is incorporated herein by reference; and WHEREAS, the option granted hereby is intended as a qualified stock option and shall be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. Option. (a) Pursuant to the Plan, the Company hereby grants to the Optionee an option (the "Option") to purchase ________ shares (the "Option Shares") of Common Stock, ____ par value, of the Company (the "Common Stock") at a purchase price per share of $_____ (the "Option Price") which is the fair market (or 110% of the fair market value in the case of an optionee holding more than 10% of the Company's voting stock) value of the Option Shares as of the date hereof, and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, all subject, however, to the terms and conditions hereinafter set forth. (b) Subject to Section 3(a) hereof, this Option (until terminated as hereinafter provided) shall be exercisable only to the extent of 100% of the shares of Common Stock specified above on or after the first anniversary of the date of this agreement for so long as the Optionee continues to be in the employ of the Company or any Subsidiary. For purposes of this Agreement, the employment of the Optionee with the Company with the Company or a Subsidiary shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of the transfer of his employment among or between the Company or its Subsidiaries. For the purpose of this paragraph, leaves of absence approved by the Board of Directors of the Company, or any committee thereof, for illness, military or government service, or other cause, shall be considered as employment. Page 1 of 6

(c) To the extent exercisable, the Option may be exercised in whole, or in part from time to time, until expiration as provided in Section 1(d). (d) This Option shall terminate on the earliest of the following dates: (i) On the date on which the Optionee ceases to be an employee of the Company or a Subsidiary unless he ceases to be such an employee in a manner described in (ii) or (iii) below. (ii) 60 days after the Optionee ceases to be an employee of the Company or any Subsidiary if (I) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (ii) Optionee's employment is terminated under circumstances determined by the Committee to be for the convenience of the Company. (iii) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as hereinafter defined). (iv) Ten years from the date of this Agreement or 5 years from the date of the grant if the Optionee owns more than 10% of the Company's voting securities. In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and the Committee shall so find, the Option shall terminate at the time of such act, notwithstanding any other provision of this Agreement. Nothing in this Section 1(d) shall be construed to modify or enlarge the rights of the Optionee and the conditions of exercising this Option as set forth in Section 1(b) hereof, and at no time shall any right to exercise this Option accrue to the Optionee unless and to the extent that the conditions set forth in Section 1(b) shall have been satisfied. (e) Nothing contained in this Agreement shall limit whatever right the Company or any Subsidiary might otherwise have to terminate the employment of the Optionee. 2. Exercise; Payment for Shares. (a) This Option shall be exercised by Optionee by delivery to the Company of (i) an Exercise Notice in the form attached to this Agreement as Annex A, appropriately completed and duly executed and dated by the Optionee, (ii) payment in full of the Option Price for the number of shares which the Optionee is purchasing hereunder as required by Section 2(b), and (iii) payment in full to the Company of any amounts required to be paid pursuant to Section 2(c). (b) The Option Price shall be payable (i) in cash or by check (certified, personal or bank check) acceptable to the Company, (ii) nonforfeitable unrestricted shares of Common Stock which are already owned by the optionee and have a value at the time of exercise that is equal to the Option Price, or (iii) a combination of the foregoing. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the option exercise price and pursuant to which the broker undertakes to deliver the full option exercise price to the Company not later than the date on which the sale transaction will settle in t he ordinary course of business. (c) If the Company shall be required to withhold any federal, state, local or foreign Page 2 of 6

tax in connection with exercise of the Option, it shall be a condition to such exercise that the Optionee pay or make provision satisfactory to the Company for payment of all such taxes. 3. Change in Control, Adjustments. (a) Upon a Change in Control (as hereinafter defined), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any exercise of the Option that may have occurred prior to such nullification. (b) Notwithstanding the provisions of Section 3(a), to the extent necessary for the Option, its exercise or the sale of Common Stock acquired thereunder to be exempt from Section 16(b) of the Exchange Act of 1934, as amended, (i) except in the case of death or Disability, the Optionee shall not be entitled to exercise the Option if granted within six months prior to the occurrence of a Change in Control until the expiration of the six-month period following the date of this Agreement, or (ii) at least six months shall elapse from the date of this Agreement to the date of disposition of the Option Shares acquired upon exercise of the Option. (c) (i) The Committee may make or provide for such good faith adjustments in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Committee may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spinoff, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Committee may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option. 4. No Transfer Of Option. The Option may not be transferred by the Optionee except by will or the laws of descent and distribution. The Option may not be exercised during the Optionee's lifetime except by the Optionee or, in the event of the Optionee's legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Optionee under state law and court supervision. 5. Limitations on Exercise of the Option. The Option shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law and unless under such laws at the time of exercise the shares purchasable upon exercise are exempt, are the subject matter of an exempt transaction, are registered by description or by qualification, or at such time are the subject matter of a transaction which has been registered by description. 6. Rights as Stockholder. Page 3 of 6

The holder of this Option shall not be, nor have any of the rights or privileges of, a holder of the Company's Common Stock in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder. 7. Defined Terms. As used in this Agreement, (a) "Change in Control" means the occurrence of any of the following events: (i) The execution by the Company of an agreement for the merger, consolidation or reorganization into or with another corporation or other legal person; provided, however, that no such merger, consolidation or reorganization shall constitute a Change in Control if as a result of such merger, consolidation or reorganization not less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Company ("Voting Stock") immediately prior to such transaction; (ii) The execution by the Company of an agreement for the sale or other transfer of all or substantially all of its assets to another corporation or other legal person; provided, however, that no such sale or other transfer shall constitute a Change in Control if as a result of such sale or transfer not less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any of their affiliates) that owns beneficially or of record more than ten percent of the Common Stock on 1996) has or intends to become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing a majority or more of the combined voting power of the thenoutstanding Voting Stock, including, without limitation, pursuant to a tender offer or exchange offer; (iv) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof; provided, however , that for purposes of this subsection (iv) each director who is first elected, or first nominated for election by the Company's stockholders, by a vote of at least two-thirds of the directors of the Company (or a committee thereof) then still in office who were directors of the Company at the beginning of any such period shall be deemed to have been a director of the Company at the beginning of such period; or (v) except pursuant to a transaction described in the proviso to subsection Page 4 of 6

(i) of this definition, the Company adopts a plan for the liquidation or dissolution of the Company. (b) "Disability" means, as of any date, the permanent disability of the Optionee in accordance with the then applicable provisions of the disability benefit program of the Company generally available to key employees of the Company or any Subsidiary. 8. Terms of Plan. This Agreement shall be subject to all of the terms and conditions of the Plan which is incorporated herein by reference. All capitalized terms used herein and not defined herein are used as defined in the Plan. EXECUTED at __________________, California this _______ day of ________________ 19___. AcuBid.com, Inc. By: ________________________________ Name: ______________________________ Title: _____________________________ ACCEPTED AND AGREED By:_______________________________ Name:_____________________________ Optionee Page 5 of 6

ANNEX A to Qualified Stock Option Agreement Form of Exercise Notice Pursuant to the Qualified Stock Option Agreement dated as of ____________________, 199___ between the undersigned and AcuBid.com, Inc. (the "Company"), the undersigned hereby elects to exercise his option as follows: (a) Number of shares purchased: _______________ (b) Total purchase price ((a) x Option Exercise Price): $_______ Please issue a single certificate for the shares being purchased in the name of the undersigned. The registered address on such certificate should be:

The undersigned's social security number is: ___________________ Date:____________________ ______________________________ Optionee Page 6 of 6

AcuBid.com, Inc. 1999 INCENTIVE EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENT, dated as of ___________ , 1999 ( the"Agreement"), between _________________________________ (the "Optionee") and AcuBid.com, Inc. a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Optionee is a key employee of the Company; WHEREAS, the execution of a Nonqualified Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Committee administering the AcuBid.com, Inc. 1999 Incentive Equity Plan (the "Plan"), which Plan was approved by a resolution of the Board of Directors of the Company duly adopted on February 26, 1999 and is incorporated herein by reference; and WHEREAS, the option granted hereby is intended as a nonqualified stock option and shall not be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. Option. (a) Pursuant to the Plan, the Company hereby grants to the Optionee an option (the "Option") to purchase_________ shares (the "Option Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock") at a purchase price per share of $_____ (the "Option Price") which is the fair market value of the Option Shares as of the date hereof, and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, all subject, however, to the terms and conditions hereinafter set forth. (b) Subject to Section 3(a) hereof, this Option (until terminated as hereinafter provided) shall be exercisable only to the extent of 20% of the shares of Common Stock specified above on or after the first anniversary of the date of this Agreement and to the extent of an additional 20% of the shares specified above after each of the successive anniversaries of such date, for so long as the Optionee continues to be in the employ of the Company or any Subsidiary. For purposes of this Agreement, the employment of the Optionee with the Company with the Company or a Subsidiary shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of the transfer of his employment among or between the Company or its Subsidiaries. For the purpose of this paragraph, leaves of absence approved by the Board of Directors of the Company, or any committee thereof, for illness, military or government service, or other cause, shall be considered as employment. (c) To the extent exercisable, the Option may be exercised in whole, or in part from time to time, until expiration as provided in Section 1(d). (d) This Option shall terminate on the earliest of the following dates: (i) On the date on which the Optionee ceases to be an employee of the Company or a Subsidiary unless he ceases to be such an employee in a manner Page 1 of 6

described in (ii) or (iii) below. (ii) 60 days after the Optionee ceases to be an employee of the Company or any Subsidiary if (i) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (ii) Optionee's employment is terminated under circumstances determined by the Committee to be for the convenience of the Company. (iii) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as hereinafter defined). (iv) Ten years from the date of this Agreement. In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and the Committee shall so find, the Option shall terminate at the time of such act, notwithstanding any other provision of this Agreement. Nothing in this Section 1(d) shall be construed to modify or enlarge the rights of the Optionee and the conditions of exercising this Option as set forth in Section 1(b) hereof, and at no time shall any right to exercise this Option accrue to the Optionee unless and to the extent that the conditions set forth in Section 1(b) shall have been satisfied. (e) Nothing contained in this Agreement shall limit whatever right the Company or any Subsidiary might otherwise have to terminate the employment of the Optionee. 2. Exercise; Payment for Shares . (a) This Option shall be exercised by Optionee by delivery to the Company of (i) an Exercise Notice in the form attached to this Agreement as Annex A, appropriately completed and duly executed and dated by the Optionee, (ii) payment in full of the Option Price for the number of shares which the Optionee is purchasing hereunder as required by Section 2(b), and (iii) payment in full to the Company of any amounts required to be paid pursuant to Section 2(c). (b) The Option Price shall be payable (i) in cash or by check (certified, personal or bank check) acceptable to the Company, (ii) nonforfeitable unrestricted shares of Common Stock which are already owned by the optionee and have a value at the time of exercise that is equal to the Option Price, or (iii) a combination of the foregoing. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the option exercise price and pursuant to which the broker undertakes to deliver the full option exercise price to the Company not later than the date on which the sale transaction will settle in t he ordinary course of business. (c) If the Company shall be required to withhold any federal, state, local or foreign tax in connection with exercise of the Option, it shall be a condition to such exercise that the Optionee pay or make provision satisfactory to the Company for payment of all such taxes. 3. Change in Control, Adjustments. (a) Upon a Change in Control (as hereinafter defined), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any Page 2 of 6

exercise of the Option that may have occurred prior to such nullification. (b) Notwithstanding the provisions of Section 3(a), to the extent necessary for the Option, its exercise or the sale of Common Stock acquired thereunder to be exempt from Section 16(b) of the Exchange Act of 1934, as amended, (i) except in the case of death or Disability, the Optionee shall not be entitled to exercise the Option if granted within six months prior to the occurrence of a Change in Control until the expiration of the six-month period following the date of this Agreement, or (ii) at least six months shall elapse from the date of this Agreement to the date of disposition of the Option Shares acquired upon exercise of the Option. (c) (i) The Committee may make or provide for such good faith adjustments- in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Committee may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spinoff, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Committee may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option. 4. No Transfer Of Option. The Option may not be transferred by the Optionee except by will or the laws of descent and distribution. The Option may not be exercised during the Optionee's lifetime except by the Optionee or, in the event of the Optionee's legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Optionee under state law and court supervision. 5. Limitations on Exercise of the Option. The Option shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law and unless under such laws at the time of exercise the shares purchasable upon exercise are exempt, are the subject matter of an exempt transaction, are registered by description or by qualification, or at such time are the subject matter of a transaction which has been registered by description. 6. Rights as Stockholder. The holder of this Option shall not be, nor have any of the rights or privileges of, a holder of the Company's Common Stock in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder. 7. Defined Terms. As used in this Agreement, (a) "Change in Control" means the occurrence of any of the following events: Page 3 of 6

(i) The execution by the Company of an agreement for the merger, consolidation or reorganization into or with another corporation or other legal person; provided, however, that no such merger, consolidation or reorganization shall constitute a Change in Control if as a result of such merger, consolidation or reorganization not less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Company ("Voting Stock") immediately prior to such transaction; (ii) The execution by the Company of an agreement for the sale or other transfer of all or substantially all of its assets to another corporation or other legal person; provided, however, that no such sale or other transfer shall constitute a Change in Control if as a result of such sale or transfer not less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any of their affiliates) that owns beneficially or of record more than ten percent of the Common Stock on 1996) has or intends to become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing a majority or more of the combined voting power of the thenoutstanding Voting Stock, including, without limitation, pursuant to a tender offer or exchange offer; (iv) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof; provided, however , that for purposes of this subsection (iv) each director who is first elected, or first nominated for election by the Company's stockholders, by a vote of at least two-thirds of the directors of the Company (or a committee thereof) then still in office who were directors of the Company at the beginning of any such period shall be deemed to have been a director of the Company at the beginning of such period; or (v) except pursuant to a transaction described in the proviso to subsection (i) of this definition, the Company adopts a plan for the liquidation or dissolution of the Company. (b) "Disability" means, as of any date, the permanent disability of the Optionee in accordance with the then applicable provisions of the disability benefit program of the Company generally available to key employees of the Company or any Subsidiary. Page 4 of 6

8. Terms of Plan. This Agreement shall be subject to all of the terms and conditions of the Plan which is incorporated herein by reference. All capitalized terms used herein and not defined herein are used as defined in the Plan. EXECUTED at __________________, California this________ day of__________________ 19___. WEBGLAXY, INC. By:_________________________________ Name:_______________________________ Title:______________________________ ACCEPTED AND AGREED By:__________________________ Name:________________________ Optionee Page 5 of 6

ANNEX A to NonQualified Stock Option Agreement Form of Exercise Notice Pursuant to the NonQualified Stock Option Agreement dated as of ____________________, 199__ between the undersigned and AcuBid.com, Inc. (the "Company"), the undersigned hereby elects to exercise his option as follows: (a) Number of shares purchased:_______________________ (b) Total purchase price ((a) x Option Exercise Price):$________ Please issue a single certificate for the shares being purchased in the name of the undersigned. The registered address on such certificate should be:

The undersigned's social security number is:______________________ Date:____________________ __________________________ Optionee Page 6 of 6

AcuBid.com, Inc. 1999 INCENTIVE EQUITY PLAN QUALIFIED INCENTIVE STOCK OPTION AGREEMENT QUALIFIED INCENTIVE STOCK OPTION AGREEMENT, dated as of ______________, 1999 (the "Agreement"), between _________________ __________________ (the "Optionee") and AcuBid.com, Inc., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Optionee is a key employee of the Company; WHEREAS, the execution of a Qualified Incentive Stock Option Agreement in the form hereof has been duly authorized by a resolution of the Committee administering the AcuBid.com, Inc. 1999 Incentive Equity Plan (the "Plan"), which Plan was approved by a resolution of the Board of Directors of the Company duly adopted on ________________, 19___ and is incorporated herein by reference; and WHEREAS, the option granted hereby is intended as a qualified stock option and shall be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. Option. (a) Pursuant to the Plan, the Company hereby grants to the Optionee an option (the "Option") to purchase ________ shares (the "Option Shares") of Common Stock, ____ par value, of the Company (the "Common Stock") at a purchase price per share of $_____ (the "Option Price") which is the fair market (or 110% of the fair market value in the case of an optionee holding more than 10% of the Company's voting stock) value of the Option Shares as of the date hereof, and agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee upon payment of the Option Price in full, all subject, however, to the terms and conditions hereinafter set forth. (b) Subject to Section 3(a) hereof, this Option (until terminated as hereinafter provided) shall be exercisable only to the extent of 20% of the shares of Common Stock specified above on or after the first anniversary of the date of this agreement and to the extent of an additional 20% of the shares specified above after each of the successive anniversaries of such date, for so long as the Optionee continues to be in the employ of the Company or any Subsidiary. For purposes of this Agreement, the employment of the Optionee with the Company with the Company or a Subsidiary shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of the transfer of his employment among or between the Company or its Subsidiaries. For the purpose of this paragraph, leaves of absence approved by the Board of Directors of the Company, or any committee thereof, for illness, military or government service, Page 1 of 6

or other cause, shall be considered as employment. (c) To the extent exercisable, the Option may be exercised in whole, or in part from time to time, until expiration as provided in Section 1(d). (d) This Option shall terminate on the earliest of the following dates: (i) On the date on which the Optionee ceases to be an employee of the Company or a Subsidiary unless he ceases to be such an employee in a manner described in (ii) or (iii) below. (ii) 60 days after the Optionee ceases to be an employee of the Company or any Subsidiary if (I) Optionee retires from employment with the Company or any Subsidiary after reaching the age of 65 years, or (ii) Optionee's employment is terminated under circumstances determined by the Committee to be for the convenience of the Company. (iii) 90 days after the date on which Optionee's employment is terminated as a result of the Optionee's death or Disability (as hereinafter defined). (iv) Ten years from the date of this Agreement or 5 years from the date of the grant if the Optionee owns more than 10% of the Company's voting securities. In the event the Optionee shall intentionally commit an act materially inimical to the interests of the Company or a Subsidiary, and the Committee shall so find, the Option shall terminate at the time of such act, notwithstanding any other provision of this Agreement. Nothing in this Section 1(d) shall be construed to modify or enlarge the rights of the Optionee and the conditions of exercising this Option as set forth in Section 1(b) hereof, and at no time shall any right to exercise this Option accrue to the Optionee unless and to the extent that the conditions set forth in Section 1(b) shall have been satisfied. (e) Nothing contained in this Agreement shall limit whatever right the Company or any Subsidiary might otherwise have to terminate the employment of the Optionee. 2. Exercise; Payment for Shares. (a) This Option shall be exercised by Optionee by delivery to the Company of (i) an Exercise Notice in the form attached to this Agreement as Annex A, appropriately completed and duly executed and dated by the Optionee, (ii) payment in full of the Option Price for the number of shares which the Optionee is purchasing hereunder as required by Section 2(b), and (iii) payment in full to the Company of any amounts required to be paid pursuant to Section 2(c). (b) The Option Price shall be payable (i) in cash or by check (certified, personal or bank check) acceptable to the Company, (ii) nonforfeitable unrestricted shares of Common Stock which are already owned by the optionee and have a value at the time of exercise that is equal to the Option Price, or (iii) a combination of the foregoing. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the option exercise price and pursuant to which the broker undertakes to deliver the full option exercise price to the Company not later than the date on which the sale transaction will settle in t he ordinary course of business. Page 2 of 6

(c) If the Company shall be required to withhold any federal, state, local or foreign tax in connection with exercise of the Option, it shall be a condition to such exercise that the Optionee pay or make provision satisfactory to the Company for payment of all such taxes. 3. Change in Control, Adjustments. (a) Upon a Change in Control (as hereinafter defined), the Option shall, notwithstanding Section 1(b), become immediately exercisable in full. If any event or series of events constituting a Change in Control shall be abandoned, the effect thereof shall be null and of no further force and effect and the provisions of Section 1(b) shall be reinstated but without prejudice to any exercise of the Option that may have occurred prior to such nullification. (b) Notwithstanding the provisions of Section 3(a), to the extent necessary for the Option, its exercise or the sale of Common Stock acquired thereunder to be exempt from Section 16(b) of the Exchange Act of 1934, as amended, (i) except in the case of death or Disability, the Optionee shall not be entitled to exercise the Option if granted within six months prior to the occurrence of a Change in Control until the expiration of the six-month period following the date of this Agreement, or (ii) at least six months shall elapse from the date of this Agreement to the date of disposition of the Option Shares acquired upon exercise of the Option. (c) (i) The Committee may make or provide for such good faith adjustments in the number and kind of shares of the Company's Common Stock covered by the Option and in the Option Price, as the Committee may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of the Optionee that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spinoff, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to the foregoing. (ii) In the event of any such transaction or event, the Committee may provide in substitution for the Option such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of this Option. 4. No Transfer Of Option. The Option may not be transferred by the Optionee except by will or the laws of descent and distribution. The Option may not be exercised during the Optionee's lifetime except by the Optionee or, in the event of the Optionee's legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Optionee under state law and court supervision. 5. Limitations on Exercise of the Option. The Option shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law and unless under such laws at the time of exercise the shares purchasable upon exercise are exempt, are the subject matter of an exempt transaction, are registered by description or by qualification, or at such time are the subject matter of a transaction which has been registered by description. Page 3 of 6

6. Rights as Stockholder. The holder of this Option shall not be, nor have any of the rights or privileges of, a holder of the Company's Common Stock in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates representing such shares shall have been issued by the Company to such holder. 7. Defined Terms. As used in this Agreement, (a) "Change in Control" means the occurrence of any of the following events: (i) The execution by the Company of an agreement for the merger, consolidation or reorganization into or with another corporation or other legal person; provided, however, that no such merger, consolidation or reorganization shall constitute a Change in Control if as a result of such merger, consolidation or reorganization not less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Company ("Voting Stock") immediately prior to such transaction; (ii) The execution by the Company of an agreement for the sale or other transfer of all or substantially all of its assets to another corporation or other legal person; provided, however, that no such sale or other transfer shall constitute a Change in Control if as a result of such sale or transfer not less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (other than any person (or any of their affiliates) that owns beneficially or of record more than ten percent of the Common Stock on 1996) has or intends to become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing a majority or more of the combined voting power of the thenoutstanding Voting Stock, including, without limitation, pursuant to a tender offer or exchange offer; (iv) If, during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof; provided, however , that for purposes of this subsection (iv) each director who is first elected, or first nominated for election by the Company's stockholders, by a vote of at least two-thirds of the directors of the Company (or a committee thereof) then still in office who were directors of the Company at the beginning of any such period shall be deemed to have been a director of the Company at the beginning of such period; or Page 4 of 6

(v) except pursuant to a transaction described in the proviso to subsection (i) of this definition, the Company adopts a plan for the liquidation or dissolution of the Company. (b) "Disability" means, as of any date, the permanent disability of the Optionee in accordance with the then applicable provisions of the disability benefit program of the Company generally available to key employees of the Company or any Subsidiary. 8. Terms of Plan. This Agreement shall be subject to all of the terms and conditions of the Plan which is incorporated herein by reference. All capitalized terms used herein and not defined herein are used as defined in the Plan. EXECUTED at __________________, California this _______ day of ________________ 19___. AcuBid.com, Inc. By: ________________________________ Name: ______________________________ Title: _____________________________ ACCEPTED AND AGREED By:_______________________________ Name:_____________________________ Optionee Page 5 of 6

ANNEX A to Qualified Stock Option Agreement Form of Exercise Notice Pursuant to the Qualified Stock Option Agreement dated as of ____________________, 199___ between the undersigned and AcuBid.com, Inc. (the "Company"), the undersigned hereby elects to exercise his option as follows: (a) Number of shares purchased: _______________ (b) Total purchase price ((a) x Option Exercise Price): $_______ Please issue a single certificate for the shares being purchased in the name of the undersigned. The registered address on such certificate should be:

The undersigned's social security number is: ___________________ Date:____________________ ______________________________ Optionee Page 6 of 6

EXHIBIT 10.13 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT, dated as of June____, 1999, (this "Agreement") is entered into by and among ACUBID.COM, INC., a Delaware corporation ("Company"), with its principal executive office at 1947 Camino Vida Roble, Suite #102, Carlsbad, California 92008 and THE ENTITIES OR PERSONS LISTED ON THE SCHEDULE OF PURCHASERS attached hereto as Schedule I (each a "Purchaser," and collectively, the "Purchasers"). RECITALS A. On the terms and subject to the conditions set forth herein, each Purchaser is willing to purchase from Company, and Company is willing to sell to such Purchaser, shares of Series A Convertible Preferred Stock (the "Preferred Stock") in the principal amount set forth opposite such Purchaser's name on Schedule I hereto and warrant(s) to purchase shares of the Company's Common Stock. B. The Company desires to enter into this Agreement for the purposes, among others, of inducing the Purchasers to purchase the Preferred Stock and warrants. C. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Certificate of Designation attached hereto as Exhibit A. This Agreement, the Certificate of Designation, and the Warrant are sometimes collectively referred to as Transaction Documents. AGREEMENT NOW THEREFORE, in consideration of the foregoing and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: 1. THE PREFERRED STOCK AND WARRANTS. (a) Issuance of Preferred Stocks. At the Closing (as defined below), Company agrees to issue and sell to each of the Purchasers, and, subject to all of the terms and conditions hereof, each of the Purchasers agrees to purchase a number of shares of Preferred Stock issued pursuant to the Company's Certificate of Designation attached hereto as Exhibit A (the "Certificate of Designation") in the principal amount set forth opposite the respective Purchaser's name on Schedule I hereto. The obligation of the Purchasers to purchase Preferred Stock are several and not joint. (b) Issuance of Warrants. In consideration for the purchase by the Purchasers of the Preferred Stock and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company will issue to each Purchaser a warrant in the form attached hereto as Exhibit B (each individually, a "Warrant" and collectively, the "Warrants"), to purchase up to the number of shares of Common Stock (the "Warrant Shares") as set forth on Schedule I.

(c) Delivery. The sale and purchase of the Preferred Stock and the Warrants shall take place at a closing (the "Closing") to be held at such place and time as Company and the Purchasers may determine (the "Closing Date"). At the Closing, Company will deliver to each of the Purchasers the respective Preferred Stock and the Warrant to be purchased by such Purchaser, against receipt by Company of the corresponding purchase price (by wire transfer of immediately available funds) set forth on Schedule I hereto (the "Purchase Price"). Each of the shares of Preferred Stock and Warrants will be registered in such Purchaser's name in Company's records. (d) Use of Proceeds. The proceeds of the sale and issuance of the Preferred Stock and Warrants shall be used for capital to establish an inventory of collectable merchandise, advertising, advances on royalties related to exclusive memorabilia contracts with sports figures and celebrities and other general corporate purposes. (e) Interest Payments. Company will make all cash interest payments due pursuant to the terms of the Preferred Stock in immediately available on the date such payment is due in the manner and at the address for such purpose specified below each Purchaser's name on Schedule I hereto, or at such other address as a Purchaser or other registered holder of the Preferred Stock may from time to time direct in writing; provided, however, that no payment shall be due in the event of conversion of the Preferred Stock pursuant to the Certificate of Designation. (f) Piggyback Registration Rights. With respect to any shares of the Company's Common Stock issued pursuant to this Agreement, the Purchaser will receive Piggyback Registration Rights to include such shares in up to two (2) registration statements filed by the Company to the extent the Company, any underwriter and any other party to the registration statement deem it feasible to include such shares. 2. REPRESENTATIONS AND WARRANTIES OF COMPANY. Parent and Company, jointly and severally, represent and warrant to each Purchaser that: (a) Due Incorporation, Qualification, etc. Company (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect. (b) Authority. The execution, delivery and performance by Company of each Transaction Document to be executed by Company and the consummation of the transactions contemplated thereby (i) are within the power of Company and (ii) have been duly authorized by all necessary actions on the part of Company. (c) Enforceability. Each Transaction Document executed, or to be executed, by Company has been, or will be, duly executed and delivered by Company and constitutes, or will constitute, a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

(d) Non-Contravention. The execution and delivery by Company of the Transaction Documents executed by Company and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Certificate of Incorporation or Bylaws of the Company or any material judgment, order, writ, decree, statute, rule or regulation applicable to Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which Company is a party or by which it is bound; or (iii) result in the creation or imposition of any Lien upon any property, asset or revenue of Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to Company, its business or operations, or any of its assets or properties. (e) Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by Company and the performance and consummation of the transactions contemplated thereby. (f) No Violation or Default. Company is not in violation of or in default with respect to (i) its Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to such Person; (ii) any material mortgage, indenture, agreement, instrument or contract to which such Person is a party or by which it is bound (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect. No Event of Default or default, which after the giving of notice or the lapse of time or both would constitute an Event of Default, has occurred and is continuing. (g) Litigation. No actions (including, without limitation, derivative actions), suits, proceedings or investigations are pending or, to the knowledge of Company, threatened against Company at law or in equity in any court or before any other governmental authority which if adversely determined (i) would (alone or in the aggregate) have a Material Adverse Effect or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by Company of the Transaction Documents or the transactions contemplated thereby. (h) Title. Company owns and has good and marketable title in fee simple absolute to, or a valid leasehold interest in, all real properties and good title to its other respective assets and properties as reflected in the most recent Financial Statements delivered to Purchasers (except those assets and properties disposed of in the ordinary course of business since the date of such Financial Statements) and all assets and properties acquired by Company since such date (except those disposed of in the ordinary course of business). Such assets and properties are subject to no Lien, except for Permitted Liens. (i) Intellectual Property. To the best of their knowledge, Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others. -3-

(j) Financial Statements. Except as set forth in Item 2(j) of Schedule II hereto (the "Disclosure Schedule"), the Financial Statements of Company which have been delivered to the Purchasers, (i) are in accordance with the books and records of Company, which have been maintained in accordance with good business practice; and (ii) fairly present the consolidated financial position of Company as of the dates presented therein and the results of operations, changes in financial positions or cash flows, as the case may be, for the periods presented therein. Company has no contingent obligations, liability for taxes or other outstanding obligations which are material in the aggregate, except as disclosed in the unaudited Financial Statements as of April 30, 1999 furnished by Company to Purchasers prior to the date hereof. (k) Equity Securities. Company's total authorized and issued capitalization is as set forth in Item 2(k)(a) of the Disclosure Schedule. The Equity Securities of Company have the respective rights, preferences and privileges set forth in Company's Certificate of Incorporation in effect on the date hereof. All of the outstanding Equity Securities of the Company have been duly authorized and are validly issued, fully paid and nonassessable. Except as expressly referenced herein or as set forth in Item 2(k)(a) of the Disclosure Schedule, there are as of the date of this Agreement no options, warrants or rights to purchase Equity Securities of the Company authorized, issued or outstanding, nor is Company obligated in any other manner to issue shares of its Equity Securities. There are no restrictions on the transfer of Equity Securities of Company, other than those imposed by Company's Certificate of Incorporation and Bylaws as of the date hereof, or relevant state and federal securities laws, and no holder of any Equity Security of Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which Company is a party or that are otherwise binding upon Company. The offer and sale of all Equity Securities of Company issued before the Closing Date complied with or were exempt from registration or qualification under all applicable federal and state securities laws. No Person has the right to demand or other rights to cause Company to file any registration statement under the Securities Act of 1933, as amended (the "Securities Act"), relating to any Equity Securities of Company presently outstanding or that may be subsequently issued, or any right to participate in any such registration statement. (l) No Agreements to Sell Assets or Merge. Company has no legal obligation, absolute or contingent, to any Person to sell the assets of Company or Company's Subsidiaries (other than sales in the ordinary course of business), or to effect any merger, consolidation or other reorganization of Company or to enter into any agreement with respect thereto. (m) Employee Benefit Plans. (i) Neither Company nor any Person (each, an "ERISA Affiliate") which is treated as a single employer with Company under section 414 of the Internal Revenue Code of 1986, as amended (the "Code") has an employee benefit plan (an "Employee Benefit Plan") within the meaning of the Employee Retirement Income Security Act of 1974 (as the same may from time to time be amended or supplemented, and including any rules or regulations issued in connection therewith, "ERISA") that is an "employee pension benefit plan" (within the meaning of section 3(2) of ERISA). Neither Company nor any ERISA Affiliate has any liability with respect to any post-retirement benefit under any Employee Benefit Plan which is a welfare plan (as defined in section 3(1) of ERISA), other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, which liability for health plan continuation coverage cannot reasonably be expected to have a Material Adverse Effect. -4-

(ii) Each Employee Benefit Plan complies, in both form and operation, in all material respects, with its terms, ERISA and the Code, and no condition exists or event has occurred with respect to any such Employee Benefit Plan which would result in the incurrence by either Company or any ERISA Affiliate of any material liability, fine or penalty. Each Employee Benefit Plan, related trust agreement, arrangement and commitment of Company or any ERISA Affiliate is legally valid and binding and in full force and effect. No Employee Benefit Plan is being audited or investigated by any governmental authority or is subject to any pending or threatened claim or suit. Neither Company nor any ERISA Affiliate nor any fiduciary of any Employee Benefit Plan has engaged in a prohibited transaction under sections 406 or 407 of ERISA or section 4975 of the Code (other than transactions which are otherwise exempt under either Section 408 of ERISA or 4975(d) of the Code). (iii) Neither Company nor any ERISA Affiliate (A) has incurred or expects to incur any liability under Title IV of ERISA or Section 412 of the Code, or (B) contributes to any multiemployer plan within the meaning of ERISA (a "Multiemployer Plan"). Neither Company nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under section 4201 of ERISA or as a result of a sale of assets described in section 4204 of ERISA. Neither Company nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of section 4241 or section 4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under section 4041A of ERISA. (n) Other Regulations. Company is not subject to regulation under the Investment Company Act of 1940, or to any federal or state statute or regulation limiting its ability to incur Indebtedness. (o) Governmental Charges and Other Indebtedness. Company has filed or caused to be filed all tax returns which are required to be filed by it. Company has paid, or made provision for the payment of, all taxes and other levies, assessments, fees, claims or other charges imposed by any governmental authority which have or may have become due pursuant to said returns and all other Indebtedness, except such taxes, levies, assessments, fees, claims or other charges or Indebtedness, if any, which are being contested in good faith and as to which adequate reserves (determined in accordance with generally accepted accounting principles) have been provided or which could not reasonably be expected to have a Material Adverse Effect if unpaid. (p) Subsidiaries, etc. Company has no Subsidiaries, and is not a partner in any partnership or a joint venturer in any joint venture. (q) Solvency, Etc. Company is Solvent (as defined below) and, after the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, Company will be Solvent. "Solvent" shall mean, with respect to any Person on any date, that on such date (a) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature and (c) such Person is not engaged in business or a transaction, and is not about in business or a transaction, for which such Person's property would constitute an unreasonably small capital. -5-

(r) Catastrophic Events; Labor Disputes. Neither Company nor its properties is or has been affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or other casualty that could reasonably be expected to have a Material Adverse Effect. There are no disputes presently subject to grievance procedure, arbitration or litigation under any of the collective bargaining agreements, employment contracts or employee welfare or incentive plans to which Company is a party, and there are no strikes, lockouts, work stoppages or slowdowns, or, to the best knowledge of Company, jurisdictional disputes or organizing activity occurring or threatened which could reasonably be expected to have a Material Adverse Effect. (s) No Material Adverse Effect. No event has occurred and no condition exists which could reasonably be expected to have a Material Adverse Effect since March 31, 1999. (t) Accuracy of Information Furnished. None of the Transaction Documents and none of the other certificates, statements or information furnished to Purchasers by or on behalf of Company in connection with the Transaction Documents or the transactions contemplated thereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Purchasers recognize that all financial projections furnished to the Purchasers by or on behalf of Company in connection with the Transaction Documents or the transactions contemplated thereby are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected or forecasted results. (u) Certain Agreements of Officers, Employees and Consultants. (i) No officer, employee or consultant of Company or Company's Subsidiaries is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Company because of the nature of the business conducted or to be conducted by Company or relating to the use of trade secrets or proprietary information of others, and to the best of Company's knowledge, after due inquiry, the continued employment of Company's officers, employees and consultants do not subject Company to any liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant. (ii) To the knowledge of Company, no officers of Company, and no employee or consultant of Company whose termination, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, has any present intention of terminating his or her employment or consulting relationship with Company. (v) Contracts or Commitments; Indebtedness. Neither Company nor any of its properties is subject to any material judgment, order, writ, decree, statute, rule or regulation, or any material mortgage, indenture, agreement, instrument or contract which could reasonably be expected to have a Material Adverse Effect. Except for this Agreement and the other Transaction Documents, and except as set forth in Item 2(v) of the Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to any contracts or commitments (or group of related contracts or commitments) involving more than Fifty -6-

Thousand Dollars ($50,000) or having a term (including renewals or extensions optional with another party) of more than one (1) year from the date thereof. Company and its Subsidiaries have no Indebtedness other than Permitted Indebtedness. (w) Transactions with Affiliates; Investments: Except as set forth below or on the Disclosure Schedule, there are no loans, leases, royalty agreements or other continuing transactions between Company and any Affiliate of Company, except transactions in the ordinary course of business and on terms at least as favorable to Company as would be the case in an arms-length transaction with an unaffiliated Person. Company and its Subsidiaries have no Investments other than Permitted Investments. 3. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser, for that Purchaser alone, represents and warrants to Company upon the acquisition of the Note and Warrant as follows: (a) Binding Obligation. Such Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each of this Agreement and the Preferred Stock and Warrant issued to such Purchaser is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity. (b) Securities Law Compliance. Such Purchaser has been advised that the Preferred Stock and Warrants have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Purchaser is aware that Company is under no obligation to effect any such registration with respect to the Preferred Stock and Warrants or to file for or comply with any exemption from registration. Such Purchaser has not been formed solely for the purpose of making this investment and is purchasing the Preferred Stock and Warrant(s) to be acquired by such Purchaser hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Except as set forth on Schedule III, such Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. (c) Access to Information. Such Purchaser acknowledges that Company has given such Purchaser access to the corporate records and accounts of Company and to all information in its possession relating to Company, has made its officers and representatives available for interview by such Purchaser, and has furnished such Purchaser with all documents and other information required for such Purchaser to make an informed decision with respect to the purchase of the Preferred Stock and Warrant, including without limitation the Company's business plan. 4. CONDITIONS TO CLOSING OF THE PURCHASERS. Each Purchaser's obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all the following conditions, any of which may be waived in whole or in part by all of the Purchasers: -7-

(a) Representations and Warranties. The representations and warranties made by Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct on the Closing Date. (b) Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes and Warrants. (c) Legal Requirements. At the Closing, the sale and issuance by Company, and the purchase by the Purchasers, of the Preferred Stock and Warrants shall be legally permitted by all laws and regulations to which the Purchasers or Company are subject. (d) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers. (e) Transaction Documents. Company shall have duly executed and delivered to the Purchasers the following documents: (A) This Agreement; (B) The shares of Preferred Stock issued hereunder; and (C) Each Warrant issued hereunder. (f) Corporate Documents. Company shall have delivered to the Purchasers each of the following: (i) The Certificate of Incorporation of Company, including the Certificate of Designation, certified as of a recent date prior to the Closing Date by the Secretary of State of Delaware. (ii) A Certificate of Good Standing or comparable certificate as to Company, certified as of a recent date prior to the Closing Date by the Secretary of State of Delaware. (iii) A certificate of the Secretary of Company, dated the Closing Date, certifying (a) that the Certificate of Incorporation of Company, delivered to Purchasers pursuant to Section 4(g)(i) hereof, is in full force and effect and has not been amended, supplemented, revoked or repealed since the date of such certification; (b) that attached thereto is a true and correct copy of the Bylaws of Company as in effect on the Closing Date; (c) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of Company and continuing in effect, which authorize the execution, delivery and performance by Company of this Preferred Stock and Warrant Purchase Agreement and the Preferred Stock and Warrants and the consummation of the transactions contemplated hereby and thereby; and (d) that there are no proceedings for the dissolution or liquidation of Company (commenced or threatened); and -8-

(iv) A certificate of the Secretary of Company, dated the Closing Date, certifying the incumbency, signatures and authority of the officers of Company authorized to execute and deliver this Preferred Stock and Warrant Purchase Agreement and the Preferred Stock and Warrants on behalf of Company and perform the Company's obligations thereunder on behalf of Company. 5. CONDITIONS TO OBLIGATIONS OF COMPANY. Company's obligation to issue and sell the Notes and Warrants at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by Company: (a) Representations and Warranties. The representations and warranties made by the Purchasers in Section 3 hereof shall be true and correct when made, and shall be true and correct on the Closing Date. (b) Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Preferred Stock and Warrants. (c) Legal Requirements. At the Closing, the sale and issuance by Company, and the purchase by the Purchasers, of the Preferred Stock and Warrants shall be legally permitted by all laws and regulations to which the Purchasers or Company are subject. (d) Purchase Price. Each Purchaser shall have delivered to Company the Purchase Price in respect of the Preferred Stock and Warrant(s) being purchased by such Purchaser referenced in Section 1(b) hereof. 6. MISCELLANEOUS. (a) Waivers and Amendments. Any provision of this Agreement may be amended, waived or modified only upon the written consent of Company and a Majority in Interest of the Purchasers. (b) Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware or of any other state. (c) Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. (d) Successors and Assigns. Subject to the restrictions on transfer, the rights and obligations of Company and the Purchasers of the Preferred Stock shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. (e) Entire Agreement. This Agreement together with the Preferred Stock and Warrants and other Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. -9-

(f) Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier or personal delivery, addressed (i) if to a Purchaser, at such Purchaser's address set forth in the Schedule of Purchasers attached as Schedule I, or at such other address as such Purchaser shall have furnished Company in writing, or (ii) if to Company, at its address set forth at the beginning of this Agreement, or at such other address as Company shall have furnished to the Purchasers in writing. (g) Expenses. Company shall pay on demand all reasonable fees and expenses, including reasonable attorneys fees and expenses in connection with the preparation, execution and delivery of this Agreement and the other Transaction Documents. Company shall pay on demand all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by Purchasers with respect to any amendment or waivers hereof requested by Company or in the enforcement or attempted enforcement of any of the obligations of Company to the Purchasers under the Transaction Documents or in preserving any of the Purchasers' rights and remedies (including, without limitation, all such fees and expenses incurred in connection with any "workout" or restructuring affecting the Transaction Documents or the obligations thereunder or any bankruptcy or similar proceeding involving Company or any of its Subsidiaries). (h) Separability of Agreements; Severability of this Agreement. Company's agreement with each of the Purchasers is a separate agreement and the sale of the Preferred Stock and Warrants to each of the Purchasers is a separate sale. Unless otherwise expressly provided herein, the rights of each Purchaser hereunder are several rights, not rights jointly held with any of the other Purchasers. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Purchaser whether arising by reason of the law of the respective Purchaser's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Purchasers. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -10-

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. COMPANY: ACUBID.COM, INC. a Delaware corporation By: Name: Title: PURCHASERS: By: Name: Title: -12-

SCHEDULE I SCHEDULE OF PURCHASERS
Share of Preferred Stock --------------Shares Subject to Warrant --------------

Name and Address ----------------

Purchase Price --------------

SCHEDULE II DISCLOSURE SCHEDULE

ACUBID.COMINC. BALANCE SHEET As of April 30, 1999
Apr 30, '99 ------------ASSETS Current Assets Checking/Savings 1050 - WCMA 1575 - K Cano Trust Fund Total Checking/Savings Accounts Receivable 1200 - Accounts Rec. Trade Total Accounts Receivable Other Current Assets 1290 - Allowance for Doubtful Accounts 1300 - Inventory - AcuVision 1000 1310 - Inventory - Computer Chips 1320 - Inventory - AcuVision VTA 1350 - Work-in-progress 1380 - Inventory Asset 1405 - Prepaid Advance Royalties Total Other Current Assets Total Current Assets Fixed Assets 1830 - Computer Equipment 1831 - Computer Equip - Accum Amort 1840 - Equipment 1841 - Equipment - Accum Amort 1850 - Furniture and Fixtures 1851 - Furn and Fix - Accum Amort 1880 - Accum Amort Total Fixed Assets TOTAL ASSETS

594,154.09 402,848.00 ------------997,000.09

10,701.94 ------------10,701.94

(885.00) 5,858.89 100.00 10,969.80 6,589.45 (2,500.00) 1,614.00 ------------21,648.14 ------------1,029,350.17

3,000.00 (1,950.00) 18,905.72 (11,222.17) 2,214.85 (1,592.25) (489.00) ------------8,714.15 ------------1,038,144.22 =============

LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2100 - Accounts Payable Trade Total Accounts Payable Other Current Liabilities 2200 - Accrued Liabilities 2220 - Payroll Tax Liabilities Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity 3010 - Common Shares - Class 3020 - Additional Paid in Capital 3700 - Retained Earnings Net Income

26,919.13 ------------26,919.13

5,000.00 807.07 ------------5,807.07 ------------32,726.20 ------------32,726.20

5,578,388.83 1,257,357.09 (6,863,519.78) (74,955.04) -------------

Total Equity TOTAL LIABILITIES & EQUITY

1,005,418.12 ------------1,038,144.32 =============

Page 1

ITEM 2(j) FINANCIAL STATEMENTS

ITEM 2(k)(a) 50,000,000 shares of Common Stock, par value $0.001 10,000,000 shares of Preferred Stock, par value $0.001

ITEM 2(k)(b) Outstanding Options
# of Shares Subject to Options -----------------100,000 100,000 100,000 200,000 25,000 10,000 10,000

Name ----------------Lawrence Schaffer Norman Schwartz Waddy Stephenson Kurt Bevacqua Joe Morgan Larry Herbinaux Devin Singleton

Exercise Price -------------$0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45

EXHIBIT A CERTIFICATE OF DESIGNATION

EXHIBIT B FORM OF WARRANT

EXHIBIT 10.14 PROPRIETARY INFORMATION AGREEMENT This Agreement is entered into on the date signed below by and between AcuBid.com, Inc., ("AcuBid.com, Inc." or "Corporation") and ______________. _____________, Salesman/Employee/Consultant ("S/E/C"). 1. CONFIDENTIAL INFORMATION AND INVENTIONS
During employment by the Corporation, S/E/C will have access to certain confidential information and materials including, but not limited to, formulas, patterns, devices, processes, compilations, records, specifications, financial data, manner of operation, customer/client lists, costing procedures, custom application source code, custom scripts, website graphic design, web design content, agreements and understandings with service providers, agreements and contracts with content aggregators, web page source code, network design and topology, agreements and understandings of contracts with third party vendors, information concerning union relationships, system integration, customer billing, customer support, originated in the Corporation or disclosed to the Corporation by others, under agreements to hold the same confidential ("Confidential Information"); and S/E/C may during the period of employment make, develop, or conceive inventions, discoveries, concepts, ideas, information and improvements, either patentable or not, which relate to or are useful in the business or activities in which the Corporation is or may have become engaged, and which may or may not also constitute confidential information ("Inventions").

2. RESTRICTION ON USE OF CONFIDENTIAL INFORMATION
S/E/C agrees not to utilize any such confidential information for his own benefit nor to disclose, disseminate, lecture upon, or publish articles about any such confidential information to anyone outside the Corporation or to any officer or employee of the Corporation not also having access to such information, at any time either during or after employment by the Corporation, unless the Corporation expressly consents beforehand in writing.

Page 1 of 7

3. CORPORATION'S OWNERSHIP OF INVENTIONS
S/E/C agrees to disclose promptly, in writing, if so requested, to the President, any Inventions that he may make, develop, or conceive during the period of his employment by the Corporation or by its predecessors or successors in business. All such Inventions shall be and remain the property of the Corporation. S/E/C hereby assigns (and agrees to assign) to the Corporation all S/E/C's right, title and interest in any such Inventions, whether or not during the period of his employment such inventions may be reduced to practice, and to execute all patent applications, assignments and other documents, and take all other steps necessary, to vest in the Corporation the entire right, title and interest in and to those Inventions and in and to any patents obtainable therefor, in the United States and in foreign countries.

4. COSTS OF PATENT APPLICATIONS If it chooses to prosecute the applications for patent for any such Inventions, it being understood that the Corporation is not obligated to do so, the Corporation shall bear the entire expense of preparing, filing, and prosecuting such applications, through patent counsel appointed by the Corporation. 5. RIGHT OF USE It is understood and agreed that the Corporation shall have the royalty free right to use, or to adapt and to develop in any way all inventions
conceived or made by S/E/C, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques, as well as improvements thereof or know-how related thereto, or not to use them at all should the Corporation so choose.

6. PROPERTY OF THE CORPORATION All records and other materials pertaining to Confidential Information,
whether developed by S/E/C or others, shall be and remain the property of the Corporation. Upon termination of S/E/C's employment with the Corporation, all documents, records, notebooks and other materials of any kind pertaining to or containing Confidential Information then in S/E/C's possession, whether prepared by S/E/C or others will be left with a return to the Corporation.

Page 2 of 7

7. PRIOR INVENTIONS
Except as listed on Appendix A which is attached to this Agreement, S/E/C will not assert any rights to any Inventions, discoveries, concepts, ideas, or improvements thereof or know-how related thereto, as having been made or acquired by S/E/C prior to being employed by the Corporation, or since then, and not otherwise covered by the terms of this Agreement. 8. UNRELATED INVENTIONS

S/E/C shall not be obligated to assign to the Corporation any Invention, made by him while in the Corporation's employ which does not relate to any business or activity in which the Corporation is or may become engaged, except that he is still obligated if the same relates to or is based on Confidential or Proprietary Information to which S/E/C shall have had access during and by virtue of his employment arising out of work assigned to him by the Corporation. Nor shall S/E/C be obligated to assign any Invention which may be wholly conceived by S/E/C after he leaves the employ of the Corporation, except that he is still obligated if such Invention shall involve the utilization of Confidential or Proprietary Information obtained while in the employ of the Corporation. Nor shall S/E/C be obligated to assign any Invention which relates to or would be useful in any business or activity in which the Corporation is engaged if such Invention was conceived and reduced to practice by S/E/C prior to his employment with the Corporation, provided that all such Inventions are listed at the time of employment on the attached Appendix A.

9. MISAPPROPRIATION OF TRADE SECRETS
S/E/C promises and agrees that he or she shall not misuse, misappropriate, or disclose any of the trade secrets or Confidential Information described herein, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his or her employment.

10. NONCOMPETITION DURING THE TERM OF EMPLOYMENT
During the term of the working relationship, S/E/C shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of AcuBid.com, Inc.

Page 3 of 7

11. UNFAIR COMPETITION AFTER TERMINATION OF EMPLOYMENT
S/E/C acknowledges and agrees that the sale or unauthorized use or disclosure of any of AcuBid.com, Inc.'s trade secrets or Confidential Information obtained by S/E/C during his or her working relationship with AcuBid.com, Inc. constitute unfair competition. S/E/C promises and agrees not to engage in any unfair competition with Employer either during the term of this Agreement or at any time thereafter.

12. SOLICITING CUSTOMERS AFTER TERMINATION OF EMPLOYMENT
(a) S/E/C acknowledges and agrees that the names and addresses of AcuBid.com, Inc.'s customers constitute trade secrets of AcuBid.com, Inc. and that the sale of unauthorized use or disclosure of any of AcuBid.com, Inc.'s trade secrets obtained by S/E/C during his or her employment with AcuBid.com, Inc. constitute unfair competition. S/E/C promises and agrees not to engage in any unfair competition with AcuBid.com, Inc. (b) For a period of one years immediately following the termination of his or her working relationship with AcuBid.com, Inc., S/E/C shall not directly or indirectly make known to any person, firm, or corporation the names or addresses of any of the customers or clients of AcuBid.com, Inc. or any other information pertaining to them, or call on, solicit, take away, or attempt to call on, solicit, or take away of the customers or clients of AcuBid.com, Inc. on whom S/E/C called or with whom S/E/C became acquainted during his or her working relationship with AcuBid.com, Inc., either for himself or herself or the any other person, firm, or corporation.

13. NO BREACH
S/E/C represents that his/her employment with the Corporation does not and will not breach any agreement or duty which S/E/C has with anyone else to keep in confidence confidential information belonging to others. S/E/C will not disclose to the Corporation or use in its behalf any confidential information belonging to others.

Page 4 of 7

14. IRREPARABLE INJURY
S/E/C acknowledges the failure to carry out any obligations, or breach by S/E/C of any provision herein, will constitute immediate and irreparable damage to Corporation which cannot be fully and adequately compensated by money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. S/E/C also understands that other action may be taken and remedies enforced against S/E/C. 15. PRIOR AGREEMENTS

This Agreement supersedes any prior contemporaneous agreement concerning
assignment of patent rights or trade secrets between Corporation and S/E/C. 16. SUCCESSORS AND ASSIGNS S/E/C's obligation under this Agreement shall continue after termination by the Corporation. This Agreement shall inure to the benefit of the Corporation, its successors, assigns and designees and is binding upon the assigns, executors and administrators and other legal representatives of S/E/C. 17. GOVERNING LAW

This Agreement shall be construed in accordance with, and governed for all purposes, by the law of the State of California and venue shall be in the County of San Diego. 18. ATTORNEYS' FEES AND COSTS If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. Page 5 of 7

IN WITNESS WHEREOF the parties have signed this Agreement as of the _______ day of _____________________, 19____. AcuBid.com, Inc.,
Dated: ---------------------------By: -------------------------------Lawrence Schaffer President

Dated: ----------------------------

S/E/C

(Signature) (Print Name) Page 6 of 7

APPENDIX A TO S/E/C CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT

I represent that I have indicated on this Appendix all Inventions (as defined in the Agreement) in which I owned any right or interest prior to my employment with the Corporation. I agree that any present or future Inventions
not listed in this Appendix are subject to assignment under the attached S/E/C Confidential Information and Inventions Agreement.

Brief Description of Inventions

Right, Title or Interest and Date Acquired

-----------------------------------

------------------------------------

Dated: S/E/C Page 7 of 7

IN WITNESS WHEREOF the parties have signed this Agreement as of the 15 day of October, 1999. AcuBid.com, Inc.
Dated: 10/18/99 ----------------By: /s/ LAWRENCE SCHAFFER ----------------------------Lawrence Schaffer President

Dated:

10/15/99 -----------------

S/E/C

/s/ MICHAEL A. SCHAFFER ----------------------------(Signature)

Michael A. Schaffer (Print Name) Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 18 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 -------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/18/99 --------------

S/E/C

/s/ Richard E. Schwartz -----------------------------------(Signature)

Richard E. Schwartz (Print Name) Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 18 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/18/99 ---------------

S/E/C

/s/ Lawrence Schaffer -----------------------------------(Signature)

Lawrence Schaffer -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 13 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/13/99 ---------------

S/E/C

/s/ Keith Garcia -----------------------------------(Signature)

Keith Garcia -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 15 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/15/99 ---------------

S/E/C

/s/ Waddy Stephenson -----------------------------------(Signature)

Waddy Stephenson -----------------------------------(Print Name)

Page 1 of 2

EXHIBIT 10.15 PROPRIETARY INFORMATION AGREEMENT This Agreement is entered into on the date signed below by and between AcuBid.com, Inc., ("AcuBid.com, Inc." or "Corporation") and ___________________ ______________________, Salesman/Employee/Consultant ("S/E/C"). 1. CONFIDENTIAL INFORMATION AND INVENTIONS
During employment by the Corporation, S/E/C will have access to certain confidential information and materials including, but not limited to, formulas, patterns, devices, processes, compilations, records, specifications, financial data, manner of operation, customer/client lists, costing procedures, custom application source code, custom scripts, website graphic design, web design content, agreements and understandings with service providers, agreements and contracts with content aggregators, web page source code, network design and topology, agreements and understandings of contracts with third party vendors, information concerning union relationships, system integration, customer billing, customer support, originated in the Corporation or disclosed to the Corporation by others, under agreements to hold the same confidential ("Confidential Information"); and S/E/C may during the period of employment make, develop, or conceive inventions, discoveries, concepts, ideas, information and improvements, either patentable or not, which relate to or are useful in the business or activities in which the Corporation is or may have become engaged, and which may or may not also constitute confidential information ("Inventions").

2. RESTRICTION ON USE OF CONFIDENTIAL INFORMATION
S/E/C agrees not to utilize any such confidential information for his own benefit nor to disclose, disseminate, lecture upon, or publish articles about any such confidential information to anyone outside the Corporation or to any officer or employee of the Corporation not also having access to such information, at any time either during or after employment by the Corporation, unless the Corporation expressly consents beforehand in writing.

Page 1 of 7

3. CORPORATION'S OWNERSHIP OF INVENTIONS
S/E/C agrees to disclose promptly, in writing, if so requested, to the President, any Inventions that he may make, develop, or conceive during the period of his employment by the Corporation or by its predecessors or successors in business. All such Inventions shall be and remain the property of the Corporation. S/E/C hereby assigns (and agrees to assign) to the Corporation all S/E/C's right, title and interest in any such Inventions, whether or not during the period of his employment such Inventions may be reduced to practice, and to execute all patent applications, assignments and other documents, and take all other steps necessary, to vest in the Corporation the entire right, title and interest in and to those Inventions and in and to any patents obtainable therefor, in the United States and in foreign countries.

4. COSTS OF PATENT APPLICATIONS If it chooses to prosecute the applications for patent for any such Inventions, it being understood that the Corporation is not obligated to do so, the Corporation shall bear the entire expense of preparing, filing, and prosecuting such applications, through patent counsel appointed by the Corporation. 5. RIGHT OF USE It is understood and agreed that the Corporation shall have the royalty free right to use, or to adapt and to develop in any way all inventions
conceived or made by S/E/C, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques, as well as improvements thereof or know-how related thereto, or not to use them at all should the Corporation so choose.

6. PROPERTY OF THE CORPORATION All records and other materials pertaining to Confidential Information,
whether developed by S/E/C or others, shall be and remain the property of the Corporation. Upon termination of S/E/C's employment with the Corporation, all documents, records, notebooks and other materials of any kind pertaining to or containing Confidential Information then in S/E/C's possession, whether prepared by S/E/C or others will be left with a return to the Corporation.

Page 2 of 7

7. PRIOR INVENTIONS
Except as listed on Appendix A which is attached to this Agreement, S/E/C will not assert any rights to any Inventions, discoveries, concepts, ideas, or improvements thereof or know-how related thereto, as having been made or acquired by S/E/C prior to being employed by the Corporation, or since then, and not otherwise covered by the terms of this Agreement. 8. UNRELATED INVENTIONS

S/E/C shall not be obligated to assign to the Corporation any Invention, made by him while in the Corporation's employ which does not relate to any business or activity in which the Corporation is or may become engaged, except that he is still obligated if the same relates to or is based on Confidential or Proprietary Information to which S/E/C shall have had access during and by virtue of his employment arising out of work assigned to him by the Corporation. Nor shall S/E/C be obligated to assign any Invention which may be wholly conceived by S/E/C after he leaves the employ of the Corporation, except that he is still obligated if such Invention shall involve the utilization of Confidential or Proprietary Information obtained while in the employ of the Corporation. Nor shall S/E/C be obligated to assign any Invention which relates to or would be useful in any business or activity in which the Corporation is engaged if such Invention was conceived and reduced to practice by S/E/C prior to his employment with the Corporation, provided that all such Inventions are listed at the time of employment on the attached Appendix A.

9. MISAPPROPRIATION OF TRADE SECRETS
S/E/C promises and agrees that he or she shall not misuse, misappropriate, or disclose any of the trade secrets or Confidential Information described herein, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of his or her employment.

10. NONCOMPETITION DURING THE TERM OF EMPLOYMENT
During the term of the working relationship, S/E/C shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of AcuBid.com, Inc.

Page 3 of 7

11. UNFAIR COMPETITION AFTER TERMINATION OF EMPLOYMENT
S/E/C acknowledges and agrees that the sale or unauthorized use or disclosure of any of AcuBid.com, Inc.'s trade secrets or Confidential Information obtained by S/E/C during his or her working relationship with AcuBid.com, Inc. constitute unfair competition. S/E/C promises and agrees not to engage in any unfair competition with Employer either during the term of this Agreement or at any time thereafter.

12. SOLICITING CUSTOMERS AFTER TERMINATION OF EMPLOYMENT
(a) S/E/C acknowledges and agrees that the names and addresses of AcuBid.com, Inc.'s customers constitute trade secrets of AcuBid.com, Inc. and that the sale of unauthorized use or disclosure of any of AcuBid.com, Inc.'s trade secrets obtained by S/E/C during his or her employment with AcuBid.com, Inc. constitute unfair competition. S/E/C promises and agrees not to engage in any unfair competition with AcuBid.com, Inc. (b) For a period of ten years immediately following the termination of his or her working relationship with AcuBid.com, Inc., S/E/C shall not directly or indirectly make known to any person, firm, or corporation the names or addresses of any of the customers or clients of AcuBid.com, Inc. or any other information pertaining to them, or call on, solicit, take away, or attempt to call on, solicit, or take away of the customers or clients of AcuBid.com, Inc. on whom S/E/C called or with whom S/E/C became acquainted during his or her working relationship with AcuBid.com, Inc., either for himself or herself or the any other person, firm, or corporation.

13. NO BREACH
S/E/C represents that his/her employment with the Corporation does not and will not breach any agreement or duty which S/E/C has with anyone else to keep in confidence confidential information belonging to others. S/E/C will not disclose to the Corporation or use in its behalf any confidential information belonging to others.

Page 4 of 7

14. IRREPARABLE INJURY
S/E/C acknowledges the failure to carry out any obligations, or breach by S/E/C of any provision herein, will constitute immediate and irreparable damage to Corporation which cannot be fully and adequately compensated by money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. S/E/C also understands that other action may be taken and remedies enforced against S/E/C. 15. PRIOR AGREEMENTS

This Agreement supersedes any prior contemporaneous agreement concerning
assignment of patent rights or trade secrets between Corporation and S/E/C. 16. SUCCESSORS AND ASSIGNS

S/E/C's obligation under this Agreement shall continue after termination by the Corporation. This Agreement shall inure to the benefit of the Corporation, its successors, assigns and designees and is binding upon the assigns, executors and administrators and other legal representatives of S/E/C. 17. GOVERNING LAW

This Agreement shall be construed in accordance with, and governed for all purposes, by the law of the State of California and venue shall be in the County of San Diego. 18. ATTORNEYS' FEES AND COSTS If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. Page 5 of 7

IN WITNESS WHEREOF the parties have signed this Agreement as of the ______ day of ______________, 19________. AcuBid.com, Inc.,
Dated: --------------By: -----------------------------------Lawrence Schaffer President

Dated: ---------------

S/E/C

(Signature) (Print Name) Page 6 of 7

APPENDIX A TO S/E/C CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT

I represent that I have indicated on this Appendix all Inventions (as defined in the Agreement) in which I owned any right or interest prior to my employment with the Corporation. I agree that any present or future Inventions
not listed in this Appendix are subject to assignment under the attached S/E/C Confidential Information and Inventions Agreement.

Brief Description of Inventions

Right, Title or Interest and Date Acquired

-----------------------------------

------------------------------------

Dated: S/E/C Page 7 of 7

IN WITNESS WHEREOF the parties have signed this Agreement as of the 7th day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/7/99 ---------------

S/E/C

/s/ Angelica A. Lauriano -----------------------------------(Signature)

Angelica A. Lauriano (Print Name) Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 7th day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/7/99 ---------------

SEC

/s/ Richard Hein -----------------------------------(Signature)

Richard Hein -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 7th day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/7/99 ---------------

SEC

/s/ Les Greene -----------------------------------(Signature)

Les Greene -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 13 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/13/99 ---------------

S/E/C

/s/ Norman Schwartz -----------------------------------(Signature)

Norman Schwartz -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 14 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/14/99 ---------------

S/E/C

/s/ Margaret Rose -----------------------------------(Signature)

Margaret Rose -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 18 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/18/99 ---------------

S/E/C

/s/ Byron A. Boner -----------------------------------(Signature)

Byron A. Boner -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 13 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/13 99 ---------------

S/E/C

/s/ Justin Paine -----------------------------------(Signature)

Justin Paine -----------------------------------(Print Name)

Page 1 of 2

IN WITNESS WHEREOF the parties have signed this Agreement as of the 7 day of October, 1999. AcuBid.com, Inc.,
Dated: 10/18/99 --------------By: /s/ Lawrence Schaffer -----------------------------------Lawrence Schaffer President

Dated: 10/7/99 ---------------

S/E/C

/s/ Natalie Blenderman -----------------------------------(Signature)

Natalie Blenderman -----------------------------------(Print Name)

Page 1 of 2

EXHIBIT 10.16 AcuBid.com 1947 Camino Vida Roble Suite 102, Carlsbad, CA 92008 Voice: 760-804-0023 Fax: 760-804-0170 E-mail: info@acubid.com This Agreement entered into this 1st day of July 1999 between Gale Sayers (Athlete) and AcuBid.com Inc. (the Company). A: ATHLETE AGREES TO: 1. The Athlete will make himself available for two (2) hours per month for live online chats on the Company's Internet website. 2. The Athlete will sign all sports memorabilia as requested by the Company during the term of this Agreement, and grants to the Company the right to market said memorabilia. B: THE COMPANY AGREES TO: 1. Use its best efforts to market all memorabilia signed by the Athlete on behalf of the Company. 2. Issue to the Athlete, or his nominee, 10,000 (ten thousand) shares of common stock in the Company for the rights granted under Section A(2) of this Agreement. 3. Pay to the Athlete 70% (seventy percent) of the gross proceeds (gross sales price less actual costs of goods only) of all memorabilia sold by the Company pursuant to this Agreement. 4. Upon the signing of this Agreement pay to the Athlete $10,000.00 (ten thousand dollars) as an advance against any amounts due to the Athlete for sports memorabilia produced and sold pursuant to this Agreement. C. THE PARTIES AGREE: 1. The term of this Agreement shall be two years and shall be renewable annually at the mutual agreement of the parties. 2. That should the amounts due to the Athlete under Section B(3) of this Agreement not total $10,000.00 (ten thousand dollars) during the term of this Agreement, the Athlete will nonetheless be entitled to retain the entire amount of $10,000.00 (ten thousand dollars) as additional compensation providing that no provision of this Agreement has been breached. 3. The Athlete shall not be precluded from signing memorabilia for any non- commercial purpose, but may not sign any memorabilia for compensation during the term of the Agreement except on behalf of the Company or with the Company's approval in writing.
Agreed to by: /s/ GALE SAYERS ----------------------Gale Sayers Athlete 7-27-99 ------Date Agreed to by: /s/ NORMAN A. SCHWARTZ ------------------------AcuBid.com Inc. 7-1-99 -----Date

EXHIBIT 16 [KELLY & COMPANY LETTERHEAD] October 20, 1999 Securities Exchange Commission 450 Fifth Street Washington, D.C. 20549 Gentlemen: We have read the statements made by AcuBid.Com, Inc. in their Form 10SB, Part II, Item 3, paragraphs 3 and 4, which we understand will be filed with the Commission pursuant to Regulation SB. We agree with the statements in these paragraphs concerning our firm. Very truly yours,
/s/ KELLY & COMPANY

Kelly & Company

EXHIBIT 16.2 [Elliott Tulk Pryce Anderson Letterhead]

November 30, 1999 Securities Exchange Commission 450 Fifth Street Washington, DC USA 20549 Gentlemen: We have read the statements made by AcuBid.Com, Inc. in their Form 10SB, Part II, Item 3, paragraphs 1 and 2, which we understand will be filed with the Commission pursuant to Regulation SB. We agree with the statements in these paragraphs concerning our firm. Yours truly, ELLIOTT, TULK, PRYCE, ANDERSON
/s/ DON M. PROST -----------------------------Don M. Prost C.A. Partner

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 MOS AUG 31 1998 SEP 01 1997 AUG 31 1998 9,870 0 11,565 4,650 4,778 27,727 4,799 0 32,526 250,766 0 0 0 2,640 (220,880) 32,526 0 0 0 229,932 (747) 0 0 0 (800) (229,185) (43,314) 0 0 (273,299) 0 (0.10)

12 MOS AUG 31 1999 SEP 01 1998 AUG 31 1999 4,093,919 0 0 0 188,953 4,342,872 196,487 0 0 223,854 0 0 3,800,000 5,631 471,071 476,810 840 840 0 1,838,822 (11,976) 0 0 0 (800) (1,826,006) (47,676) (47,676) 0 (1,874,482) 0 (0.47)


								
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