<PAGE>

                                                                   EXHIBIT 10.33

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                 BUY.COM INC.
                                 21 Brookline
                            Aliso Viejo, CA  92656

                               September 2, 1999

SOFTBANK America Inc.
300 Delaware Ave.
Suite 909
Wilmington, DE 19801
Attention: Steve Murray

Dear Gentlemen:

         This letter agreement (the "Agreement") sets forth the principal terms
upon which Buy.Com Inc., a Delaware corporation ("Buy.Com"), on the one hand,
and SOFTBANK America Inc. and/or one or more of its affiliated entities
referenced in this Agreement (all such entities collectively referred to as
"SoftBank"), on the other hand, will form three separate joint ventures.  The
principal terms of each of the joint ventures are set forth in Exhibit A,
                                                               ---------
Exhibit B and Exhibit C (each a "Term Sheet" and collectively, the "Term
---------     ---------
Sheets").  This Agreement is being entered into contemporaneously with the
execution and delivery of that certain Series B Participating Convertible
Preferred Stock Purchase Agreement (the "Series B Agreement") of even date
herewith (the "Series B Preferred Stock Financing").

     1.  Buy.Com Europe.  Buy.Com and SoftBank America Inc. will form a joint
         --------------
venture according to the principal terms set forth in the Term Sheet attached
hereto as Exhibit A.  The provisions set forth in the Term Sheet attached hereto
          ---------
as Exhibit A are intended to be binding on Buy.Com and SoftBank, subject to the
   ---------
Closing of the Series B Preferred Stock Financing.

     2.  Buy.Com UK.  Buy.Com and eVentures will form a joint venture according
         ----------
to the principal terms set forth in the Term Sheet attached hereto as Exhibit B.
                                                                      ---------
The provisions set forth in the Term Sheet attached hereto as Exhibit B are
                                                              ---------
intended to be binding on Buy.Com and eVentures, subject to the Closing of the
Series B Preferred Stock Financing.

     3.  Buy.Com Japan.  Buy.Com and SoftBank America Inc. will form a joint
         -------------
venture according to the principal terms set forth in the Term Sheet attached
hereto as Exhibit C.  The provisions set forth in the Term Sheet attached hereto
          ---------
as Exhibit C are intended to be binding on Buy.Com and SoftBank, subject to the
   ---------
Closing of the Series B Preferred Stock Financing.

     4.  Exclusive Negotiations.  Each of the parties shall negotiate in good
         ----------------------
faith and cooperate fully with each other in the negotiation and execution of
the definitive joint venture documents for each of the three joint ventures.
Between the date that is 90 days from the date hereof or such earlier date as
the parties hereto mutually agree, SoftBank and Buy.Com will not (and it will
assure that its officers, directors, employees, affiliates and legal, accounting
and financial advisors do not on its behalf) take any action to solicit,
initiate, seek, encourage, support or entertain any inquiry, proposal or offer
from, furnish any information to, or participate in any negotiations with, any
corporation, partnership, person or other entity or group (other than
<PAGE>

Softbank
September 2, 1999
Page 2

negotiations with each other) regarding any international e-commerce joint
venture in the territories referenced in the Term Sheets.

     5.  No Public Announcement; No Disclosure.  The parties shall make no
         -------------------------------------
public announcement concerning this Agreement or the matters contemplated
herein, their discussions or any other memoranda, letters or agreements between
the parties relating to the matters contemplated herein without the prior
consent of the other party; provided, that either of the parties may at any time
make disclosure if it is advised by independent legal counsel that such
disclosure is required under applicable law or regulatory authority.  Except as
permitted by the preceding proviso, under no circumstances will the parties (or
any of their respective officers, directors, employees or affiliates) discuss or
disclose the existence or terms of this Agreement (or that the parties are
holding discussions) with or to any third party other than such legal,
accounting and financial advisors of such parties who have a need to know such
information solely for purposes of assisting the parties in evaluating and
negotiating the matters contemplated herein.

     6.  Conditions to Close.  The closing of the Series B Preferred Stock
         -------------------
Financing and the sale of shares by The Scott A. Blum Separate Property Trust
(the "Blum Sales") and the receipt of the purchase price for such shares shall
be a condition to Buy.Com's obligation to close the joint venture transactions
referenced in this Agreement.

     7.  Termination and Break Up Fee.  This Agreement shall terminate upon the
         ----------------------------
occurrence of either of the following:

     (a) At the election of Buy.Com, in the event the Series B Preferred Stock
Financing and the Blum Sales have not closed prior to September 30, 1999,
provided that if the sole reason for the failure to close the Series B Preferred
Stock Financing and Blum Sales is due to the requirement to comply with the Hart
Scott Rodino Antitrust Improvements Act of 1976, such closing date deadline
shall be extended until the waiting period has expired or been terminated, or

     (b) At the election of Buy.Com or SoftBank if such other party has failed
to comply with the terms of this Agreement, and has failed to cure such default
within thirty (30) days notice of such default by the non-breaching party.

     (c) At the election of either party with respect to any of the three joint
ventures for which the parties have not executed and delivered definitive joint
venture documents within six (6) months of the date hereof with respect to the
Buy.Com Europe and Buy.Com UK and nine (9) months of the date hereof with
respect to Buy.Com Japan.

     In the event this Agreement is terminated (i) pursuant to Section 7(b)
above as a result of a breach of this Agreement by a party or (ii) pursuant to
Section 7(c) above as a result of the bad faith actions of a party (in either
event such party at fault shall be a "breaching party"), such breaching party
shall pay to the non-breaching party a termination fee of One Million Dollars
(US$1,000,000). Sections 5, 9 and 11 will survive the termination of this
Agreement.
<PAGE>

Softbank
September 2, 1999
Page 3

     8.  Effect of Agreement.  This Agreement is intended to be a binding
         -------------------
agreement of the parties hereto, effective and enforceable by the parties.  By
SoftBank's signature hereto, SoftBank represents it has the authority to bind
itself and the SoftBank affiliates referenced in this Agreement.  The Term
Sheets are incorporated into this Agreement and set forth the parties' intent
for the structure, terms and conditions of the respective joint ventures.  The
definitive joint venture documents for each joint venture will contain
additional terms and conditions customary for transactions of this type.

     9.  Expenses.  Each party will bear all fees and expenses incurred by it or
         --------
on its behalf in connection with the matters set forth herein (including,
without limitation, the fees and expenses of attorneys, accountants,
consultants, lenders and other advisors).

     10.  Notices.  All notices and other communications hereunder will be in
          -------
writing and will be furnished by hand delivery (including recognized overnight
courier) or facsimile to the parties at the addresses set forth below.  Any such
notice will be deemed duly given upon the date it is delivered to the address
shown below, addressed as follows:

          If to Buy.Com:

               Buy.Com Inc.
               21 Brookline
               Aliso Viejo, California  92656
               Attention:  Chief Executive Officer
               Facsimile:  (949) 425-5320

          With a copy to:

               Brobeck, Phleger & Harrison LLP
               38 Technology Drive
               Irvine, California  92618-6301
               Attention: Keven F. Baxter, Esq.
               Facsimile: (949) 790-6301

          If to SoftBank:

               SOFTBANK America Inc.
               300 Delaware Ave.
               Suite 909
               Wilmington, DE 19801
               Attention: Francis B. Jacobs II
               Facsimile: (302) 552-3128
<PAGE>

Softbank
September 2, 1999
Page 4

          With a copy to:

               Sullivan & Cromwell
               1888 Century Park East
               Suite 2100
               Los Angeles, CA  90067
               Attention: John L. Savva, Esq.
               Facsimile: (310) 712-8800

The addresses set forth above may be changed by any party upon furnishing to the
other parties a notice of change of address in accordance with the terms of this
paragraph.

     11.  Miscellaneous. This Agreement is governed by California law, without
          -------------
regard to its choice of law rules. The parties expressly waive the application
of the United Nations Convention on Contracts for the International Sale of
Goods to the terms of this Agreement. The sole jurisdiction and venue for
actions related to the subject matter hereof shall be the state and federal
courts in Orange County, California. The official language for purposes
of this Agreement, the definitive joint venture documents and all notices and
communications hereunder and thereunder shall be English. This Agreement
constitutes the complete and exclusive agreement between the parties with
respect to the subject matter hereof, superseding and replacing any and all
prior or contemporaneous agreements, communications, and understanding (whether
written or oral) regarding such subject matter. This Agreement may only be
modified, or any rights under it waived, by a written document executed by all
of the parties, provided that the terms of each of the joint ventures may be
amended by the written consent of Buy.Com and the particular SoftBank entity
participating in such joint venture. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements, in addition to any other relief to which the party may be
entitled.

          If you are in agreement with the foregoing, please sign in the space
provided below and return a copy of this letter to the undersigned.

                                 Very truly yours,

                                 BUY.COM INC.

                                 By:_________________________________
                                     Gregory J. Hawkins
                                     Chief Executive Officer
<PAGE>

Softbank
September 2, 1999
Page 5


ACCEPTED and AGREED:

SOFTBANK AMERICA, INC.

By:_________________________

Name:_______________________

Title:______________________
<PAGE>

                                   EXHIBIT A
                                   ---------

                                  TERM SHEET

                                      for

                                BUY.COM EUROPE
<PAGE>

                                  TERM SHEET
                                      FOR
                         BUY.COM EUROPE JOINT VENTURE


Purpose of Joint Venture:      BUY.COM INC. ("Buy.Com") and SOFTBANK America
                               Inc. ("SoftBank") will form a joint venture
                               ("Buy.Com Europe") to launch and operate an
                               Internet superstore in the countries and
                               territories listed below.

Territory Covered:             The countries comprising the European Union,
                               Switzerland, all European countries east to the
                               Russian border (exclusive of Russia), all
                               European countries south to Greece (inclusive of
                               Greece), but excluding the United Kingdom,
                               Ireland, the Middle East and Africa (the
                               "Territory").

Launch Priority:               It is anticipated that Buy.Com Europe will
                               prioritize the countries in which it launches the
                               Buy.Com Internet superstore concept as follows:

                                   First Stage:   Germany, France
                                   Second Stage:  Benelux, Scandinavia
                                   Third Stage:   Italy, Spain
                                   Future Stages: To be determined by the
                                                  Buy.Com Europe Board

Ownership and Structure:       Buy.Com Europe will be owned as follows:

                                   50% Buy.Com
                                   50% SOFTBANK America Inc.

                               The legal and tax structure of Buy.Com Europe
                               will be determined by Buy.Com and SoftBank in
                               consultation with their tax, legal and accounting
                               advisors. It is understood that the objective is
                               for Buy.Com to be able to consolidate the
                               financial statements of Buy.Com Europe into
                               Buy.Com until Buy.Com Europe completes an IPO.

                               Buy.Com Europe will establish an employee equity
                               incentive [***] of the initial capitalization for
                                          ---
                               issuance to employees and officers of Buy.Com
                               Europe. The stock and option grants will be
                               subject to customary [***]. Any modifications to
                                                     ---
                               such vesting schedule shall be at the discretion
                               of the Buy.Com Europe Board on a case by case
                               basis.

______________________________

          [***] Confidential treatment has been requested for the bracketed
           ---
portions. The confidential redacted portion has been omitted and filed
separately with the Securities and Exchange Commission.
<PAGE>

Initial Funding of             The initial funding of U.S. $8.2 million which
Buy.Com Europe:                is intended to provide adequate working capital
                               through June 2000, will be provided entirely by
                               SoftBank as follows:

                                   $2.73 million equity contribution from
                                   SoftBank
                                   $2.73 million working capital cash loan from
                                   SoftBank to Buy.Com Europe.
                                   $2.73 million equity contribution from
                                   Buy.Com (which amount will be funded by
                                   SoftBank as a loan to Buy.Com such that
                                   Buy.Com receives credit for such capital
                                   contribution on the books of Buy.Com Europe.

                               The loan from SoftBank to Buy.Com will accrue
                               interest at the lowest rate required to avoid the
                               imputation of interest and will have a 5 year
                               term with an acceleration clause for immediate
                               payment within ten (10) days of the closing of
                               Buy.Com's IPO.

                               The loan from Softbank to Buy.Com Europe will
                               accrue interest at the lowest rate required to
                               avoid the imputation of interest and will have a
                               5 year term with an acceleration clause for
                               immediate payment within ten (10) days of the
                               closing of Buy.Com Europe's IPO.

Ongoing Funding of Buy.Com     On an annual basis, management of Buy.Com Europe
Europe:                        will prepare a Business Plan and Budget for
                               Buy.Com Europe for review and approval by the
                               Buy.Com Europe Board. Ongoing funding will be
                               obtained by additional pro rata investments by
                               Buy.Com and SoftBank or new third party
                               investments on terms approved by the Buy.Com
                               Europe Board. Any new third party investments
                               will dilute all shareholders pro-rata based on
                               their respective percentage ownership interests
                               on the date of such investment.

Preemptive Right:              Buy.Com and SoftBank will have a right to
                               participate in any future financing to maintain
                               their pro rata ownership in Buy.Com Europe
                               subject to certain customary exceptions to be
                               included in the definitive joint venture
                               documents. This right will terminate upon an IPO
                               of Buy.Com Europe.

                                       2
<PAGE>

Governance:                    Buy.Com Europe will have a Board of Directors of
                               [***] members initially with Buy.Com designating
                                ---
                               [***] members [***] and SoftBank designating
                                ---           ---
                               [***] members. The parties will enter into a
                                ---
                               voting agreement to maintain the Board
                               composition which agreement will terminate upon
                               an IPO of Buy.Com Europe.

                               Buy.Com's CEO, Greg Hawkins, will serve as
                               Chairman of Buy.Com Europe. The CEO or Managing
                               Director of Buy.Com Europe will serve as one of
                               the [***] designees of Buy.Com on the Board of
                                    ---
                               Buy.Com Europe and such individual will report to
                               Mr. Hawkins.

                               Buy.Com and SoftBank will mutually recruit and
                               select a CEO and other senior management for
                               Buy.Com Europe.

Intellectual Property          Buy.Com will license its e-commerce technology to
                               Buy.Com Europe on a royalty free basis for use in
                               the Territory. Buy.Com will retain ownership of
                               its trade name, brand and all trademark and
                               service marks and other intellectual property
                               rights relating thereto and will license its name
                               and its other intellectual property rights
                               necessary and applicable to the business of
                               Buy.Com Europe on a royalty free basis and on
                               such other terms to be established in the
                               definitive joint venture documents. These
                               licenses will be perpetual subject to certain
                               limitations to be provided for in the definitive
                               joint venture documents.

                               Buy.Com will receive a royalty free, perpetual
                               grant back license to all technology developed by
                               Buy.Com Europe.

Service Fees:                  If either Buy.Com or SoftBank provides services
                               to Buy.Com Europe, Buy.Com Europe shall reimburse
                               such costs on an allocated basis and pay a
                               service fee to such party, provided that the
                               party providing such services will submit a
                               written proposal of such services and fees for
                               approval by a majority of the disinterested
                               Buy.Com Europe Board.

Co-Promotion and Cross         Buy.Com and SoftBank will discuss and negotiate
Marketing Opportunities:       co-promotion and cross marketing opportunities to
                               include within the definitive joint venture
                               documents.

______________________________

          [***] Confidential treatment has been requested for the bracketed
           ---
portions. The confidential redacted portion has been omitted and filed
separately with the Securities and Exchange Commission.

                                       3
<PAGE>

Admission of Additional        Buy.Com Europe will not issue ownership interest
Partners:                      to a competitor of Buy.Com without the prior
                               written consent of Buy.Com.

Co-Sale and Right of First     Each of Buy.Com and SoftBank will have a co-sale
Refusal Provisions             right and right of first refusal over the other
                               partner's shares or other ownership interest in
                               Buy.Com Europe, excluding transfers to
                               affiliates. This agreement will terminate upon an
                               IPO of Buy.Com Europe.

Expenses:                      Each party will pay its own costs incurred in
                               connection with the preparation and negotiation
                               of the joint venture documents.


                                        BUY.COM INC.

                                        By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

                                        SOFTBANK America Inc.

                                        By:___________________________________
                                        Name:_________________________________
                                        Title:________________________________

                                       4
<PAGE>

                                   EXHIBIT B
                                   ---------

                                  TERM SHEET

                                      for

                                  BUY.COM UK
<PAGE>

                                  TERM SHEET
                                      FOR
                           BUY.COM UK JOINT VENTURE



Purpose of Joint Venture:   BUY.COM INC. ("Buy.Com") and eVentures, a joint
                            venture between SOFTBANK and ePartners Capital Ltd.
                            (collectively, "eVentures") will form a joint
                            venture ("Buy.Com UK") to launch and operate an
                            Internet superstore in the countries and territories
                            listed below.

Territory Covered:          The countries include the United Kingdom, Australia,
                            New Zealand and India (the "Territory").

Launch Priority:            It is anticipated that Buy.Com UK will prioritize
                            the countries in which it launches the Buy.Com
                            Internet superstore concept as follows:

                              First Stage:   United Kingdom
                              Second Stage:  Australia
                              Third Stage:   New Zealand
                              Future Stages: To be determined by the Buy.Com UK
                                             Board

Ownership and               Buy.Com UK will be owned as follows:
Structure:
                              50% Buy.Com
                              50% eVentures
[CAPTION]
                            The legal and tax structure of Buy.Com UK will be
                            determined by Buy.Com and eVentures in consultation
                            with their tax, legal and accounting advisors. It is
                            understood that the objective is for Buy.Com to be
                            able to consolidate the financial statements of
                            Buy.Com UK into Buy.Com until Buy.Com UK completes
                            an IPO.

                            Buy.Com UK will establish an employee equity
                            incentive [***] of the initial capitalization for
                                       ---
                            issuance to employees and officers of Buy.Com UK.
                            The stock and option grants will be subject to
                            customary [***]. Any modifications to such vesting
                                       ---
                            schedule shall be at the discretion of the Buy.Com
                            UK Board on a case by case basis.

Initial Funding of          The initial funding of U.S. $6 million which is
Buy.Com UK:                 intended to provide adequate working capital through
                            June 2000, will be provided entirely by Softbank
                            and/or eVentures as follows:

                              $2 million equity contribution from
                              Softbank/eVentures

__________________________

     [***] Confidential treatment has been requested for the bracketed portions.
      ---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
<PAGE>

                              $2 million working capital cash loan from Softbank
                              to Buy.Com UK. $2 million equity contribution from
                              Buy.Com (which amount will be funded by Softbank
                              as a loan to Buy.Com such that Buy.Com receives
                              credit for such capital contribution on the books
                              of Buy.Com UK).

                            The loan from Softbank to Buy.Com will accrue
                            interest at the lowest rate required to avoid the
                            imputation of interest and will have a 5 year term
                            with an acceleration clause for immediate payment
                            within ten (10) days of the closing of Buy.Com's
                            IPO.

                            The loan from Softbank to Buy.Com UK will accrue
                            interest at the lowest rate required to avoid
                            imputation of interest and will have a 5 year term
                            with an acceleration clause for immediate payment
                            within ten (10) days of the closing of Buy.Com UK's
                            IPO.

Ongoing Funding of          On an annual basis, management of Buy.Com UK will
Buy.Com UK:                 prepare a Business Plan and Budget for Buy.Com UK
                            for review and approval by the Buy.Com UK Board.
                            Ongoing funding will be obtained by additional pro
                            rata investments by Buy.Com and eVentures or new
                            third party investments on terms approved by the
                            Buy.Com UK Board. Any new third party investments
                            will dilute all shareholders pro-rata based on their
                            respective percentage ownership interests on the
                            date of such investment.

Preemptive Right:           Buy.Com and eVentures will have a right to
                            participate in any future financing to maintain
                            their pro rata ownership in Buy.Com UK subject to
                            certain customary exceptions to be included in the
                            definitive joint venture documents. This right will
                            terminate upon an IPO of Buy.Com UK.

Governance:                 Buy.Com UK will have a Board of Directors of [***]
                                                                          ---
                            members initially with Buy.Com designating [***]
                                                                        ---
                            members (one of which will be the CEO or Managing
                            Director of Buy.Com UK) and eVentures designating
                            [***] members. The parties will enter into a voting
                             ---
                            agreement to maintain the Board composition which
                            agreement will terminate upon an IPO of Buy.Com UK.

                            Buy.Com's CEO, Greg Hawkins, will serve as Chairman
                            of Buy.Com UK. The CEO or Managing Director of
                            Buy.Com UK will serve as one of the [***] designees
                                                                 ---
                            of Buy.Com on the Board of Buy.Com UK and such
                            individual will report to Mr. Hawkins.

                            Buy.Com and eVentures will mutually recruit and
                            select a CEO and other senior management for Buy.Com
                            UK.

________________________________________________________________________________

     [***] Confidential treatment has been requested for the bracketed portions.
      ---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       2
<PAGE>

Intellectual Property:      Buy.Com will license its e-commerce technology to
                            Buy.Com UK on a royalty free basis for use in the
                            Territory. Buy.Com will retain ownership of its
                            trade name, brand and all trademark and service
                            marks and other intellectual property rights
                            relating thereto and will license its name and its
                            other intellectual property rights necessary and
                            applicable to the business of Buy.Com UK on a
                            royalty free basis and on such other terms to be
                            established in the definitive joint venture
                            documents. These licenses will be perpetual subject
                            to certain limitations to be provided for in the
                            definitive joint venture documents.

                            Buy.Com will receive a royalty free, perpetual grant
                            back license to all technology developed by Buy.Com
                            UK.

Service Fees:               If either Buy.Com or eVentures provides services to
                            Buy.Com UK, Buy.Com UK shall reimburse such costs on
                            an allocated basis and pay a service fee to such
                            party, provided that the party providing such
                            services will submit a written proposal of such
                            services and fees for approval by a majority of the
                            disinterested Buy.Com UK Board.

Co-Promotion and Cross      Buy.Com and eVentures shall discuss and negotiate
Marketing Opportunities:    co-promotion and cross marketing opportunities to
                            include within the definitive joint venture
                            documents.

Admission of Additional     Buy.Com UK will not issue ownership interest to a
Partners:                   competitor of Buy.Com without the prior written
                            consent of Buy.Com.

Co-Sale and Right of        Each of Buy.Com and eVentures will have a co-sale
First Refusal Provisions:   right and right of first refusal over the other
                            partner's shares or other ownership interest in
                            Buy.Com UK, excluding transfers to affiliates. This
                            agreement will terminate upon an IPO of Buy.Com UK.

Expenses:                   Each party will pay its own costs incurred in
                            connection with the preparation and negotiation of
                            the joint venture documents.


                                        BUY.COM INC.

                                        By: ______________________________
                                        Name: ____________________________
                                        Title: ___________________________

                                        eVentures

                                        By: ______________________________
                                        Name: ____________________________
                                        Title: ___________________________

                                       3
<PAGE>

                                   EXHIBIT C
                                   ---------

                                  TERM SHEET

                                      for

                                 BUY.COM JAPAN
<PAGE>

                                  TERM SHEET
                                      FOR
                          BUY.COM JAPAN JOINT VENTURE


Purpose of Joint Venture:   BUY.COM INC. ("Buy.Com") and SOFTBANK America, Inc.
                            ("Softbank") will form a joint venture ("Buy.Com
                            Japan") to launch and operate an Internet superstore
                            in Japan.

Territory Covered:          The countries include Japan (the "Territory").

Launch Priority:            It is anticipated that Buy.Com Japan will prioritize
                            the countries in which it launches the Buy.Com
                            Internet superstore concept as follows:

                                   First Stage:   Japan

Ownership and Structure:    Buy.Com Japan will be owned as follows:

                                   50% Buy.Com
                                   50% Softbank

                            The legal and tax structure of Buy.Com Japan will be
                            determined by Buy.Com and Softbank in consultation
                            with their tax, legal and accounting advisors. It is
                            understood that the objective is for Buy.Com to be
                            able to consolidate the financial statements of
                            Buy.Com Japan into Buy.Com until Buy.Com Japan
                            completes an IPO.

                            Buy.Com Japan will establish an employee equity
                            incentive [***] of the initial capitalization for
                                       ---
                            issuance to employees and officers of Buy.Com Japan.
                            The stock and option grants will be subject to
                            customary [***]. Any modifications to such vesting
                                       ---
                            schedule shall be at the discretion of the Buy.Com
                            Japan Board on a case by case basis.

Initial Funding of          The initial funding of U.S. $9 million which is
Buy.Com Europe:             intended to provide adequate working capital through
                            June 2000, will be provided entirely by Softbank as
                            follows:

                                   $3 million equity contribution from Softbank
                                   $3 million working capital cash loan from
                                      Softbank to Buy.Com Japan.
                                   $3 million equity contribution from Buy.Com
                                      (which amount will be funded by Softbank
                                      as a loan to Buy.Com such that
_________________________

     [***] Confidential treatment has been requested for the bracketed portions.
      ---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
<PAGE>

                                    Buy.Com receives credit for such capital
                                    contribution on the books of Buy.Com Japan).

                            The loan from Softbank to Buy.Com will accrue
                            interest at the lowest rate required to avoid the
                            imputation of interest and will have a 5 year term
                            with an acceleration clause for immediate payment
                            within ten (10) days of the closing of Buy.Com's
                            IPO.

                            The loan from Softbank to Buy.Com Japan will accrue
                            interest at the lowest rate required to avoid the
                            imputation of interest and will have a 5 year term
                            with an acceleration clause for immediate payment
                            within ten (10) days of the closing of Buy.Com
                            Japan's IPO.

Ongoing Funding of          On an annual basis, management of Buy.Com Japan will
Buy.Com Europe:             prepare a Business Plan and Budget for Buy.Com Japan
                            for review and approval by the Buy.Com Japan Board.
                            Ongoing funding will be obtained by additional pro
                            rata investments by Buy.Com and Softbank or new
                            third party investments on terms approved by the
                            Buy.Com Japan Board. Any new third party investments
                            will dilute all shareholders pro-rata based on their
                            respective percentage ownership interests on the
                            date of such investment.

Preemptive Right:           Buy.Com and Softbank will have a right to
                            participate in any future financing to maintain
                            their pro rata ownership in Buy.Com Japan subject to
                            certain customary exceptions to be included in the
                            definitive joint venture documents. This right will
                            terminate upon an IPO of Buy.Com Japan.

Governance:                 Buy.Com Japan will have a Board of Directors of
                            [***] members initially with Buy.Com designating
                             ---
                            [***] members (one of which will be the CEO or
                             ---
                            Managing Director of Buy.Com Japan) and Softbank
                            designating [***] members. The parties will enter
                                         ---
                            into a voting agreement to maintain the Board
                            composition which agreement will terminate upon an
                            IPO of Buy.Com Japan.

                            Buy.Com's CEO, Greg Hawkins, will serve as Chairman
                            of Buy.Com Japan. The CEO or Managing Director of
                            Buy.Com Japan will serve as one of the [***]
                            designees of Buy.Com on the Board of Buy.Com Japan
                            and such individual will report to Mr. Hawkins.

                            Buy.Com and Softbank will mutually recruit and
                            select a CEO and other senior management for Buy.Com
                            Japan.

Intellectual                Buy.Com will license its e-commerce technology to
                            Buy.Com Japan

_______________________________________________________________________________

     [***] Confidential treatment has been requested for the bracketed portions.
      ---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

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<PAGE>

Property                    on a royalty free basis for use in the Territory.
                            Buy.Com will retain ownership of its trade name,
                            brand, and all trademark and service marks and other
                            intellectual property rights relating thereto and
                            will license its name and its other intellectual
                            property rights necessary and applicable to the
                            business of Buy.Com Japan on a royalty free basis
                            and on such other terms to be established in the
                            definitive joint venture documents. These licenses
                            will be perpetual subject to certain limitations to
                            be provided for in the definitive joint venture
                            documents.

                            Buy.Com will receive a royalty free, perpetual grant
                            back license to all technology developed by Buy.Com
                            Japan.

Service Fees:               If either Buy.Com or Softbank provides services to
                            Buy.Com Japan, Buy.Com Japan shall reimburse such
                            costs on an allocated basis and pay a service fee to
                            such party, provided that the party providing such
                            services will submit a written proposal of such
                            services and fees for approval by a majority of the
                            disinterested Buy.Com Japan Board.

Co-Promotion and Cross      Buy.Com and Softbank will discuss and negotiate co-
Marketing Opportunities:    promotion and cross marketing opportunities to
                            include within the definitive joint venture
                            documents.

Admission of Additional     Buy.Com Japan will not issue ownership interest to a
Partners:                   competitor of Buy.Com without the prior written
                            consent of Buy.Com.

Co-Sale and Right of        Each of Buy.Com and Softbank will have a co-sale
First Refusal Provisions    right and right of first refusal over the other
                            partner's shares or other ownership interest in
                            Buy.Com Japan, excluding transfers to affiliates.
                            This agreement will terminate upon an IPO of Buy.Com
                            Japan.

Expenses:                   Each party will pay its own costs incurred in
                            connection with the preparation and negotiation of
                            the joint venture documents.


                                 BUY.COM INC.

                                 By:________________________________
                                 Name:______________________________
                                 Title:_____________________________

                                 SOFTBANK AMERICA, INC.

                                 By:________________________________
                                 Name:______________________________
                                 Title:_____________________________

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