<PAGE>

                                                                   EXHIBIT 10.7

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.

                               RESALE AGREEMENT

This Agreement ("Agreement") is by and between Buy.com Inc. ("Buy.com"), with
its principal place of business at 21 Brookline, Aliso Viejo, California 92656,
and Ingram Micro Inc. ("Ingram") excluding its subsidiaries, with its principal
place of business at 1600 East St. Andrew Place, Santa Ana, California 92705.
This Agreement will include shipments to Buy.com's locations in the United
States only.

1.   Purpose

          The purpose of this Agreement is to provide the terms and conditions
          for the purchase and resale by Buy.com and the sale by Ingram to
          Buy.com of various computer products including both hardware and
          software offered by Ingram to its customers ("Product"), excluding
          electronic software distribution (ESD) product.

2.   Terms of Sale

          A. Buy.com will source all of its Product requirements from Ingram
          during the term of this Agreement, provided that the Product is
          available at the time Buy.com places its order. In the even the
          Product is not available or is not offered to Buy.com by Ingram,
          Buy.com shall have the right to source such Product from another
          source.

          B. If authorization for resale is required by the vendor of any
          Product, then Ingram will not be obligated to sell such Product to
          Buy.com unless Ingram has received such required authorization. If any
          vendor prohibits Ingram from selling a specific Product to Buy.com,
          then Ingram reserves the right not to sell said Product to Buy.com.

          C. Ingram and Buy.com will work towards the implementation of Inside
          Line which provides pricing and on-line availability.

3.   Ordering

          A. Buy.com will compile, update, and provide Ingram with Product order
          information. The Product order information will include the (i)
          Product type(s), (ii) unit quantity, (iii) Ingram SKU number and/or
          vendor part number, (iv) Buy.com purchase price from Ingram, and (v)
          correct shipping address. For government orders, Buy.com will compile
          the above Product order information as well as (i) end user name and
          zip code and (ii) government contract number. Buy.com personnel will
          identify, for each Product order, the ship-to destination as either
          Buy.com, Buy.com's customer, or to some other specified third party.
          Ingram will, subject to Product availability, use its best efforts to
          fill and ship all Product orders placed by Buy.com within one (1)
          business day of order receipt.

          B. Ingram will accept orders over telephone, via facsimile, and via
          Ingram approved electronic ordering methods as defined in Ingram's
          Catalog only from those who identify themselves as Buy.com personnel
          and provide the Ingram customer number prior to placing the order.
          Ingram will have no obligation to confirm the validity of any order

________________________________________________________________________________
                                    Page 1
<PAGE>

          placed or the authority of the person placing an order in this manner.
          Buy.com will disclose its Ingram customer number only to its personnel
          with a need to know.

          C. Ingram will [***] for all of Buy.com's Product orders.
                          ---
4.   Volume Commitment

          Buy.com agrees that its annual Ingram purchases will meet or exceed
          $350 million for the term of this Agreement. This annual purchase goal
          may be reviewed and adjusted quarterly. If Buy.com fails to achieve
          this run rate within six (6) months from the effective date of this
          Agreement, Ingram reserves the right to review and adjust the pricing
          as stated in Section 5.

5.   Pricing

          A. Buy.com's prices for Product purchases, excluding those listed in
          Exhibit A, will be Ingram Cost plus the percentage listed below for
          the applicable Product types. Exhibit A provides a list of vendors for
          which the pricing is adjusted individually and separately from the
          pricing listed below.

                  Product Type                           Cost Plus %
                  Software                                 [***]
                  Hardware                                 [***]
                  Accessory                                [***]
                  Technical                                [***]

          NOTE: Certain Product purchases, including but not limited to [***],
          may not be included in the above pricing.

          B. As Ingram's costs change, prices to Buy.com may be adjusted to
          reflect those changes.

          C. Ingram represents to Buy.com that it believes that the [***] being
          offered to Buy.com pursuant to this Agreement, when considered in the
          aggregate, [***]. On a quarterly basis during the term of this
          Agreement, Ingram and Buy.com will meet to review current market
          prices and terms for the Products and services being offered by Ingram
          to Buy.com pursuant to this Agreement. At such meetings, the parties
          will discuss in good faith amendments to such prices and terms, if
          necessary, in order to render the [***] provided by Ingram to Buy.com,
          when considered in the aggregate, [***].


______________________


          [***] 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
<PAGE>

6.   Payment Terms

          A. Buy.com shall furnish to Ingram all financial information
          reasonably requested by Ingram from time to time for the purpose of
          establishing or continuing Buy.com's credit limit, it being understood
          that Ingram shall have the right to decline to extend credit to
          Buy.com and to require that the applicable purchase price be paid
          prior to shipment. Ingram shall have the right from time to time,
          without notice, to change or revoke Buy.com's credit limit on the
          basis of changes in Ingram's credit policies or Buy.com's financial
          condition and/or payment record.

          B. Ingram will invoice Buy.com upon Product shipment, and all invoices
          will be due and payable net [***] ([***]) days from the invoice date.
                                       ---    ---
          Ingram will provide an Early Pay Discount of [***] ([***]) on all
                                                        ---    ---
          invoices for which payment is received by wire transfer within three
          (3) days of invoice date. A service charge of the lesser of [***]
                                                                       ---
          ([***]) per month or the maximum amount allowed by law will be charged
            ---
          on all past due balances to defray Ingram's costs of carrying such
          balance. Credit cards (MasterCard, VISA and Discover Card) will only
          be accepted at the time of order or purchase. Payment for all other
          orders must be made in accordance with the terms in effect at the time
          the order was placed.

          C. In the event Buy.com fails to make timely payment of any amount
          invoiced hereunder, Ingram shall have the right, in addition to any
          and all other rights and remedies available to Ingram, at law or in
          equity, to immediately revoke any or all credit extended, to delay or
          cancel future deliveries and/or to reduce or cancel any or all
          quantity discounts extended to Buy.com. Buy.com shall pay all costs of
          collection, including reasonable attorneys' fees.

          D. Any obligation of Ingram under these terms and conditions to
          deliver Products on credit terms shall terminate without notice if
          Buy.com files a voluntary petition under a bankruptcy statute, or
          makes an assignment for the benefit of creditors, or if an involuntary
          petition under a bankruptcy statute is filed against Buy.com, or if a
          receiver or trustee is appointed to take possession of the assets of
          Buy.com.

7.   Shipping

          A. All orders will be shipped F.O.B. origin, Ingram's carrier of
          choice, with all ground freight charges paid by Ingram for shippable
          Product orders over [***] ([***]). In the event an authorized Buy.com
                               ---    ---
          representative requests a priority shipping method, Buy.com agrees to
          use an Ingram authorized carrier and to pay all such freight costs.

          B. For fulfillment orders all Product shipped directly to Buy.com's
          customers will be packaged with no reference to Ingram. Specifically,
          the packaging will not display any Ingram trademark, service mark,
          logo, or trade name. If the carrier requires a return


______________________


          [***] 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 3
<PAGE>

          address, Ingram may use its warehouse address, without its company
          name on such shipment.

          C. Buy.com or its customer shall examine all Products promptly upon
          receipt thereof. No later than thirty (30) days after receipt, Buy.com
          shall notify Ingram of all claimed shortages or damaged Products or if
          rejection is intended, shall specify all grounds therefor. Failure to
          give such notice shall be deemed an acceptance of the Products as of
          the date of shipment.

8.   Returns

          A. Buy.com agrees to make separate requests for stock balance and
          defective returns. All returns must be accompanied by a valid Ingram
          Return Material Authorization ("RMA") number. Each return must be
          packaged separately for each RMA and contain only Product specified on
          that RMA. All RMA's are valid for thirty (30) days from the date of
          issuance.



          B.  Stock Balancing

               1. For systems vendor returns, Ingram will allow Buy.com stock
               balance returns for up to [***] ([***]) days from the date of
                                          ---    ---
               invoice, subject to vendor requirements or restrictions. Buy.com
               will have Product return privileges on overstocked resalable
               Products purchased from Ingram of up to [***] ([***]) of its
                                                        ---    ---
               previous [***] ([***]) days purchases, less any stock balance
                         ---    ---
               returns. Credit for returns is calculated at the last purchase
               price or the current price, whichever is lower.

               2. For non-systems vendor returns, Ingram will allow Buy.com
               stock balance returns for up to [***] ([***]) days from the date
                                                ---    ---
               of invoice, subject to vendor requirements or restrictions.
               Buy.com will have Product return privileges on overstocked
               Product purchased from Ingram of up to [***], less any stock
                                                       ---
               balance returns. Credit for returns is calculated at the last
               purchase price or the current price, whichever is lower.

               3. Ingram reserves the right not to accept Products which are (a)
               no longer in production or (b) are being produced or published by
               a manufacturer which is insolvent or which has declared
               bankruptcy or (c) subject to more restrictive stock balancing
               policies issued by the Product's manufacturer or publisher.
               Buy.com shall pay all costs and bear all risks of loss when
               returning Products to Ingram. Configured Products may not be
               stock balanced.


______________________


          [***] 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 4
<PAGE>

          C.  Defective Returns

               1. Buy.com may return to Ingram for replacement or credit any
               Products (other than Configured Products) found to be defective
               within ninety (90) days of purchase or any Configured Products
               which are found to be defective within thirty (30) days of
               purchase. Buy.com must obtain Ingram's approval prior to
               returning the Products. Ingram reserves the right to require
               Buy.com to return defective Products directly to the Products'
               manufacturer for replacement according to the manufacturer's
               defective Products return policy.

               2. Ingram shall not be obligated to repair or replace Products
               rendered defective, in whole or in part, by causes external to
               the Products, such as, but not limited to catastrophe, power
               failure or transients, overvoltage on interface, environment
               extremes, improper use, maintenance and application of the
               Products or use of unauthorized parts.

9.   Marketing Funds

          A.  Ingram and Buy.com agree to the terms of the Marketing Agreement
          incorporated herein as Exhibit B.

10.  Confidentiality

          A. For a period of two (2) years from the date of disclosure to the
          other party, both parties agree that they will not disclose to third
          parties the Confidential Information, as hereafter defined, of the
          other without the other party's prior written permission. Confidential
          Information shall mean all proprietary information and/or trade
          secrets (including but not limited to Buy.com customer information)
          regardless of the form in which it is transmitted, which (a) if
          disclosed in tangible form bears a legend indicating that it is
          confidential or proprietary; or (b) if disclosed orally or visually
          only, is identified as confidential or proprietary at the time of
          disclosure and is documented as such in writing and a non-confidential
          written summary of the disclosure is provided to the other party
          within thirty (30) days of the date of disclosure. Confidential
          Information will only be used by the parties in furtherance of this
          business relationship. Ingram agrees not to use Buy.com's Confidential
          Information to solicit or develop business directly with Buy.com's
          customers.

          B. The foregoing obligations not to disclose Confidential Information
          shall not apply with respect to a party's Confidential Information
          that: (i) was in the possession of or known by the other party without
          an obligation of confidentiality prior to receipt from the disclosing
          party; (ii) is or becomes general public knowledge through no fault or
          acts of the other party; (iii) is or becomes lawfully available to the
          other party from a third party which, to the other party's knowledge,
          is not subject to an obligation of confidentiality; (iv) in
          independently developed by the other party without use of any
          Confidential Information; or (v) the other party is advised by counsel
          is required to be disclosed by any governmental agency or pursuant to
          any law, code or regulation, provided the disclosing party notifies
          the other party in writing as soon as it becomes aware of the

________________________________________________________________________________
                                    Page 5
<PAGE>

          disclosure requirement so as to afford the other party every
          opportunity to take whatever steps it deems necessary to protect the
          confidentiality of the information. In the event that Buy.com
          determines that it must file this Agreement as an exhibit to any
          registration statement it files with the U.S. Securities and Exchange
          Commission (the "SEC"), confidential treatment for the filing will
          permit Ingram to review and approve the portions of this Agreement for
          which confidential treatment is requested at least seventy-two (72)
          hours prior to the filing, and will permit Ingram to participate in
          any discussions it or its representatives may have with the SEC with
          respect to such request.

11.  Taxes

          Buy.com shall bear applicable federal, state, municipal, and other
          government taxes (such as sales, use, etc.). Unless otherwise
          specified, list prices do not include such expenses, and they will
          appear, if applicable, as separate, additional items on the invoice.
          Exemption certificates, valid in the place of delivery, must be
          presented to Ingram prior to shipment if they are to be honored.

12.  Warranty

          Product warranties, if any, are provided by the manufacturer/publisher
          of the Products. Ingram makes no warranties whatsoever. Ingram's sole
          obligation (and Buy.com's sole remedy) in the event of breach of any
          warranty shall be the repair or replacement of defective Products. IN
          NO EVENT SHALL INGRAM BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR
          DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH
          OF WARRANTY. INGRAM DOES NOT WARRANT THE MERCHANTABILITY OF THE
          PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. INGRAM MAKES NO
          WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH
          HEREIN.

13.  Patent and Trademark Indemnity

          INGRAM SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS
          BUY.COM FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY
          BUY.COM ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE
          VIOLATION OF COPYRIGHTS BY PRODUCTS. NOTWITHSTANDING ANY OTHER TERMS
          OR CONDITIONS TO THE CONTRARY, INGRAM'S LIABILITY UNDER THIS SECTION
          SHALL NOT EXCEED THE PURCHASE PRICE OF THE INFRINGING PRODUCT.

14.  Limitation of Liability

          INGRAM SHALL NOT BE LIABLE TO BUY.COM, BUY.COM'S CUSTOMERS, OR OTHER
          PARTY FOR ANY LOSS, DAMAGE, OR INJURY WHICH RESULTS FROM THE USE OR
          APPLICATION BY BUY.COM, BUY.COM'S CUSTOMER, OR ANY OTHER PARTY OF
          PRODUCTS DELIVERED TO BUY.COM, UNLESS THE LOSS OR DAMAGE RESULTS
          DIRECTLY FROM THE INTENTIONALLY

________________________________________________________________________________
                                    Page 6
<PAGE>

          TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF INGRAM. IN NO EVENT SHALL
          INGRAM BE LIABLE TO BUY.COM OR ANY THIRD PARTY FOR LOSS, DAMAGE, OR
          INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH
          THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE
          INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS
          AND CONDITIONS BY INGRAM, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN
          EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS ACTUALLY DELIVERED TO
          BUY.COM HEREUNDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
          OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL
          DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF
          ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN
          CONNECTION WITH EITHER PARTY'S BREACH OF, OR FAILURE TO PERFORM IN
          ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING,
          INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS PROVIDED
          HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY
          OF SUCH DAMAGES. BOTH PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL
          CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL INGRAM HAVE ANY LIABILITY
          FOR ANY PRODUCTS USED FOR AVIATION, MEDICAL, LIFESAVING, LIFE
          SUSTAINING OR NUCLEAR APPLICATIONS.

15.  Compliance with U.S. Export Laws

          The Products are sold to Buy.com for resale in the United States only.
          In the event Buy.com delivers the Products to a customer who may use
          the Products outside the United States, Buy.com acknowledges and shall
          advise its customers that the Products are controlled for export by
          the U.S. Department of Commerce and that the Products may require
          authorization prior to export from the United States or re-export.
          Buy.com agrees that it will not export, re-export, or otherwise
          distribute Products, or direct products thereof, in violation of any
          export control laws or regulations of the United States. Buy.com
          warrants that it will not export or re-export any Products with
          knowledge that will be used in the design, development, production, or
          use of chemical, biological, nuclear, or ballistic weapons, or in a
          facility engaged in such activities, unless Buy.com has obtained prior
          approval from the Department of Commerce. Buy.com further warrants
          that it will not export or re-export, directly or indirectly, any
          Products to embargoed countries, including, but not limited to, Cuba,
          Libya, North Korea, Iran, Iraq, Sudan and Syria. Diversion of Products
          contrary to U.S. law is prohibited.

16.  Manufacturer/Publisher Restrictions

          All Products delivered by Buy.com hereunder may have additional
          restrictions on their use required by manufacturer/publisher. Buy.com
          is solely responsible for ensuring its adherence to any and all such
          restrictions or requirements.

________________________________________________________________________________
                                    Page 7
<PAGE>

17.  Severability

          A judicial determination that any provision hereunder is invalid in
          whole or in part shall not affect the enforceability of those
          provisions not found  to be invalid.

18.  Reconciliation

          Both parties mutually agree to reconcile Buy.com's account every
          ninety (90) days from the effective date of this Agreement. In order
          to allow appropriate credits to be applied, Buy.com agrees to provide
          appropriate documentation as listed in Exhibit C to Ingram and wait
          thirty (30) days from the date of the disputed claim before debiting
          Ingram for any reason.

19.  Notices

          All notices and other communications relating to this Agreement or its
          terms will be in writing and mailed via first class United States
          Postal Service, certified or registered with return receipt requested
          or via facsimile. All notices so mailed will be deemed received two
          (2) days after postmark date and facsimile will be deemed received
          upon notification of successful transmission.

20.  Choice of Law/Choice of Forum

          This Agreement shall be deemed to have been executed and delivered in
          Santa Ana, California, and shall be construed, interpreted and
          enforced under and in accordance with the internal laws of the State
          of California, excluding its conflicts or choice of law rule or
          principles which might refer to the law of another jurisdiction. The
          parties agree to exercise any right or remedy in connection with this
          Agreement exclusively in, and hereby submit to the jurisdiction of the
          State of California, Courts of Orange County, California, or the
          United States District Court at Santa Ana, California. The state and
          federal courts situated in Orange County, California will have non-
          exclusive jurisdiction and venue over any dispute or controversy,
          which arises out of this Agreement.

21.  Binding Effect/Assignment

          This Agreement shall be binding upon and shall inure to the benefit of
          the parties hereto, and their respective representatives, successors
          and permitted assigns. Neither party may assign its rights and/or
          duties under this Agreement without prior written consent of the other
          party given at the other party's sole option; except that Ingram may
          assign this Agreement to a subsidiary or affiliate upon notice to
          Buy.com. Any such attempted assignment shall be void.

22.  Headings

          This Agreement may be executed in any number of original counterparts,
          each of which when executed and delivered will be deemed to be an
          original and all of which taken together will constitute but one and
          the same instrument. Headings in this Agreement are

________________________________________________________________________________
                                    Page 8
<PAGE>

          included for convenience of reference only and will not constitute a
          part of this Agreement for any other purpose.

23.  Attorneys Fees

          In the event there is any dispute concerning the terms of this
          Agreement or the performance of any party hereto pursuant to the terms
          of this Agreement, and any party hereto retains counsel for the
          purpose of enforcing any of the provisions of this Agreement or
          asserting the terms of this Agreement in defense of any suit filed
          against said party, each party shall be solely responsible for its own
          costs and attorney's fees incurred in connection with the dispute
          irrespective of whether or not a lawsuit is actually commenced or
          prosecuted to conclusion.

24.  Term and Termination

          This Agreement will commence on the date of the last signature set
          forth below an will continue for one (1) year. Either party may
          terminate this Agreement without cause by giving one hundred twenty
          (120) days advance written notice to the other party. The termination
          provisions in Exhibit B shall apply only to Exhibit B and Clause 9 of
          this Agreement. Ingram may terminate this Agreement immediately for
          cause upon written notice, which notice will include a ten (10) day
          opportunity to cure.

25.  Entire Agreement

          This Agreement (including any Exhibits and Addenda) constitutes the
          entire Agreement between the parties pertaining to the subject matter
          hereof, and will cancel, terminate, and supersede any and all previous
          agreements, proposals, representations, or statements, whether oral or
          written. The terms of this Agreement will supersede the terms of any
          invoice or purchase order issued by either party. Any modifications of
          this Agreement must be in writing and signed by an authorized
          representative of each party.

This Agreement will become effective as of the last date of signature by the
authorized parties below.

"Buy.com"                                      "Ingram"

By:_____________________________               By:_____________________________
      (Officer of the Company)                       (Officer of the Company)

Name:___________________________               Name:___________________________
        (Please print or type)                         (Please print or type)

Title:__________________________               Title:__________________________

Date:___________________________               Date:___________________________


_______________________________________________________________________________
                                    Page 9
<PAGE>

August 11, 1999

Debbie Tibey
Senior Vice President of Sales
Ingram Micro, Inc.
1600 East St. Andrew Place
Santa Ana, CA 92705

Re: Amendment to Resale Agreement

Dear Debbie:

This will amend the Resale Agreement between Ingram Micro, Inc. and BUY.COM Inc.
dated March 10, 1999 (the "Resale Agreement").  When signed on behalf of Ingram
Micro Inc., Section 24 of the Resale Agreement will be replaced with the
following:

                           24.  Term and Termination

          This Agreement will commence on the date of the last signature set
     forth below and will continue for one (1) year, Either party may terminate
     this Agreement without cause by giving one hundred twenty (120) days
     advance written notice to the other party.  The termination provisions in
     Exhibit B shall apply only to Exhibit B and Clause 9 of this Agreement.
     Ingram may terminate this Agreement immediately for cause upon written
     notice, which notice will include a ten (10) day opportunity to cure.
     Unless and until either party provides at least 120 days prior written
     notice of its intention not to extend the term of this Agreement, this
     Agreement shall automatically renew for additional one (1) year term.

Except as amended by this letter agreement, the Resale Agreement will remain in
full force and effect between our companies.

Sincerely,


Greg Hawkins
Chief Executive Officer

Accepted and Agreed this
_______day of_____, 1999.
Ingram Micro, Inc.
By: ________________________
      Debbie Tibey
      Senior V.P. of Sales

______________________________________________________________________________
                                    Page 1
<PAGE>

                                   EXHIBIT B
                              Marketing Agreement

Ingram's Marketing Department understands the needs and requirements that
Buy.com has in order to meet its specific business objectives and future goals.
Ingram's Product Marketing and Reseller Marketing team is committed to work with
key contacts at Buy.com to facilitate an ease of doing business, increase
communication between our companies and collaborate in meeting Buy.com's
established marketing goals.

To achieve Buy.com's vendor-funding goals, Ingram will commit to best efforts in
working jointly with Buy.com to secure marketing related vendor pass through
based on a level equal to [***] of Buy.com's [***] with a maximum amount of
                           ---                ---
[***] period. Notwithstanding any other provision to the contrary herein, this
 ---
marketing agreement is contingent upon Buy.com achieving and maintaining $500
million in annual product purchases through Ingram.

To effectively facilitate this agreement, Ingram will assemble and assign a team
of associates to manage all aspects of the Ingram and Buy.com marketing
relationship. Ingram assigned associates will include a [***] sales team, a
                                                         ---
sales manager, a marketing manager, and pass through, administration and
analysis support. These sales associates, and the marketing management team,
will work closely with the Buy.com sales team to initiate and drive marketing
programs. Ingram will develop a [***] for the assigned sales associates. Ingram
                                 ---
will assemble this team within [***] of effective date of this marketing
                                ---
agreement. The [***] to the Buy.com account.
                ---

The marketing team will be [***] that meet the funding requirements of Buy.com.
                            ---
[***] will be mutually defined between Buy.com and Ingram within [***] of the
 ---                                                              ---
effective date of this marketing agreement.  Progress to assigned goal will be
evaluated monthly by both parties. If specific established goals are
underachieved, Buy.com has a right to terminate the marketing agreement with
30 days advanced written notice to Ingram if Ingram fails to cure the
underachievement within 30 days of the notice of termination.

The accomplishment of [***] will be measured by the [***] to Buy.com either
                       ---                           ---
through Ingram [***] secured by either Ingram or Buy.com.  All [***] currently
                ---                                             ---
secured and [***] will count towards the calculation of goal achievement.
             ---

Reporting on all pass through transactions, through Ingram, will be available
and provided on a weekly basis to a designated contact at Buy.com.

As an integral component of the marketing programs, the assigned associates will
spend a mutually agreed upon length of time working at Buy.com's corporate
location in order to acquire a full comprehension of Buy.com business model and
available marketing vehicles.  Buy.com will provide for adequate workspace for
Ingram associates to facilitate vendor meetings and participate in training and
informational updates on site at the Buy.com corporate location.

___________________

     [***] 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 1
<PAGE>

Facilitation of necessary training and the development of promotional collateral
and sales tools will be a joint responsibility of Ingram and Buy.com.  Each
party will bear its own expenses in the preparation of these materials.
Responsibilities will include managing all marketing communications and
activities related to the successful promotion and solicitation of Ingram Micro
product marketing and purchasing associates and vendor partners in participation
of Buy.com marketing vehicles.  Specifically the marketing team will be
chartered with the following responsibilities:

 .  Act as primary interface for overall marketing management
 .  Act as point persons for product marketing managers, buyers, and Ingram Micro
   vendor partners with respect to Buy.com marketing programs
 .  Coordinate product marketing and vendor training and presentations
 .  Schedule and drive key meetings
 .  Manage development, follow-up, and reporting of Buy.com activity
   solicitations
 .  Act as point persons for Buy.com pass through approvals and credits
 .  Understand Buy.com's business model, its position in the marketplace and end
   user market segments
 .  Plan, develop, and coordinate necessary and approved marketing activities and
   opportunities as related to Ingram associates and vendor partners
 .  Research, inquire, and develop channel of incremental funding from vendors in
   support of Buy.com marketing programs.


     As part if this marketing program, and for the duration of this marketing
     agreement, Ingram will charge a [***] secured on behalf of Buy.com.  This
                                      ---
     [***] will apply to all [***] secured by either Ingram Micro or Buy.com
      ---                     ---
     including [***], upgrades, renewals and vendor advertising contracts
                ---
     changes. The [***] does not apply to contracts in place prior to this
                   ---
     Agreement, except for the following vendors:

          Vendor                        Contract Start Date
          ------                        -------------------
          1. [***]                            [***]
              ---                              ---
          2. [***]                            [***]
              ---                              ---
          3. [***]                            [***]
              ---                              ---
          4. [***]                            [***]
              ---                              ---
          5. [***]                            [***]
              ---                              ---
          6. [***]                            [***]
              ---                              ---
          7. [***]                            [***]
              ---                              ---
          8. [***]                            [***]
              ---                              ---
The [***] will be utilized by Ingram to offset the costs associated with
     ---
building the infrastructure and maintaining the resources required in providing
marketing and sales services to Buy.com.

_____________________

     [***] 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
<PAGE>

Ingram will collect the [***] via [***] upon receipt of an invoice and proof of
                         ---       ---
performance provided by Buy.com and issuing a credit to buy.com [***].  Buy.com
                                                                 ---
will provide Ingram with a monthly report detailing [***].  Ingram will [***].
                                                     ---                 ---

___________________________

     [***] 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 3