**Exhibit10.11**

**EMPLOYMENTAGREEMENT**

        THISEMPLOYMENT AGREEMENT (this “***Agreement***”) is made by and between BIDZ.COM, Inc.,a Delaware corporation (the “Company”), and Leon Kuperman (“***Employee***”), and isentered as of January 23, 2007 (the “***Start Date***”).

**WITNESSETH:**

        WHEREAS,the Company and Employee wish to ensure that the Company will receive thebenefit of Employee’s loyalty and service;

        WHEREAS,in order to help ensure that the Company receives the benefit of Employee’sloyalty and service, the parties desire to enter into this formal EmploymentAgreement to provide Employee with appropriate compensation arrangements;

        WHEREAS,the Company desires by this writing to set forth the employment relationship ofEmployee with the Company, and Employee is willing to enter into suchemployment relationship on the terms and conditions set forth herein;

        NOWTHEREFORE, for consideration, the value, sufficiency, and receipt of which arehereby acknowledged, the parties hereto agree as follows.

        ***1.    Employment.***

        (a)**    Position.**    TheCompany hereby employs Employee, and Employee agrees to be employed by theCompany, commencing on the Start Date and continuing during the term (asdefined in Section 2 below). Employee shall hold the position of ChiefTechnical Officer of the Company and such other positions as the Board ofDirectors of the Company (the “***Board***”) may designate. Employee’s duties andresponsibilities hereunder shall include (a) providing senior executivemanagement services as the Company may designate through its Board consistentwith the position of Chief Technical Officer, and (b) such other dutiesand responsibilities as are assigned to Employee from time to time by the Boardand accepted by Employee. Employee shall report to the Chief Executive Officerof the Company.

        (b)**    Performance of Duties.**    Exceptas otherwise provided herein or hereafter agreed upon in writing, Employeeshall devote reasonable attention and time during usual business hours to theperformance of his duties hereunder and shall, except as provided herein,render his services solely and exclusively for the Company during theemployment term and agrees to serve the Company diligently, in good faith, andto the best of his abilities. Without limitation of the foregoing, without theBoard’s prior approval, the Employee will refrain from

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serving on other boards or engaging in other similaractivities that the Board determines will interfere with the performance of theEmployee’s responsibilities hereunder.

        ***2.    Term.***    Theinitial term of this Agreement shall be three years from the Start Date (the “***Initial Term***”);provided, however, that the term of this Agreement shall be automaticallyextended (as extended, the ***“Employment Term”***)for one year on the expiration of the Initial Term and on each anniversarythereof unless either the Company or the Employee shall have given writtennotice to the other not less than ninety (90) days prior thereto that theterm of this Agreement shall not be so extended; and provided, further, that,notwithstanding any such notice by the Company given after a Change in Control(as defined below) not to extend the term of this Agreement, the term of thisAgreement shall not expire prior to the expiration of the then current term ofthis Agreement.

        ***3.    BaseSalary; Discretionary Bonus.***    The Companyshall pay Employee during the term of this Agreement a base salary at the rateof $300,000 per annum or such larger amount as the Board may from time to timedetermine (hereinafter referred to as the “***Base Salary***”). Such Base Salary shall bepayable no less frequently than monthly during the year in accordance with theCompany’s customary payroll practices applicable to its executives. Employeeagrees that the Company may deduct and withhold from the payments to be made toEmployee hereunder amounts required to be deducted and withheld by the Companyunder the provisions of any statute, law, regulation, or ordinance heretoforeor hereafter enacted.  Employee will beeligible for an annual cash bonus (the ***“Discretionary Bonus”***)of up to thirty percent (30%) of Base Salary. The Discretionary Bonus will be based on satisfaction of performancecriteria established by the Compensation Committee (the ***“Committee”***)of the Board, and agreed upon by Employee, within thirty days following theStart Date.

        ***4.    Benefits.***    Employeeshall be eligible to participate in all stock option, stock bonus, incentivecompensation, retirement, savings, fringe benefit, disability insurance, grouphealth and group life, vacation, and similar health and benefit plansmaintained by the Company in accordance with the terms and conditions thereofon a basis which is no less favorable than that applicable to employees of theCompany who are similarly situated to Employee. No additional compensationprovided under any of such plans shall be deemed to modify or otherwise affectthe terms of this Agreement or any of Employee’s entitlements hereunder, unlesssuch modification is explicitly required herein or by any of such plans.

        ***5.    Vacationand Sick Leave.***    At such reasonable timesas the Board shall in its discretion permit, Employee shall be entitled,without loss of pay, to absent himself voluntarily from the performance of hisemployment under this Agreement, provided that:

        (a)   Employeeshall be entitled to four weeks annual paid vacation.

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        (b)   TheBoard shall be entitled to grant to Employee a leave or leaves of absence withor without pay at such time or times and upon such terms and conditions as theBoard in its discretion may determine.

        (c)   Employeeshall be entitled to sick leave (without loss of pay) in accordance with theCompany’s policies as in effect from time to time.

        ***6.    Expenses.***    Employeeshall be entitled to reimbursement for reasonable expenses necessary for theperformance of his duties hereunder or for promoting, pursuing, or otherwisefurthering the business or interests of the Company. All claims for expensesshall be reasonable and made on the basis of statements thereof (together withvouchers or other documents evidencing such expenses) furnished by Employee tothe Company at monthly or more frequent intervals and in accordance with theCompany’s expense reimbursement policy and standard procedures as they existfrom time to time.  Without limitation ofthe foregoing, Employee will be reimbursed for reasonable moving expenses fromToronto to Los Angeles, which expenses the parties anticipate to beapproximately Ten Thousand Dollars ($10,000).

        ***7.    Termination.***

        (a)   Employee’semployment hereunder may be terminated under the following circumstances:

        (1)**    Death.**    Employee’semployment by the Company shall automatically terminate upon Employee’s death.

        (2)**    Disability.**    TheCompany may terminate Employee’s employment after having established Employee’sDisability. For purposes of this Agreement, “***Disability***” means a physical or mentalinfirmity which impairs Employee’s ability to substantially perform his dutiesunder this Agreement which continues for a period of at least one hundredeighty (180) consecutive days. Employee shall be entitled to thecompensation and benefits provided for under this Agreement for any periodduring the term of this Agreement and prior to the establishment of Employee’sDisability during which Employee’s ability to substantially perform his dutiesunder this Agreement is impaired due to a physical or mental infirmity.Notwithstanding anything contained in this Agreement to the contrary, until theTermination Date specified in a Notice of Termination (as each term ishereinafter defined) relating to Employee’s Disability, Employee shall beentitled to return to his position with the Company as set forth in thisAgreement in which event no Disability of Employee will be deemed to haveoccurred.

        (3)**    Cause.**    TheCompany may terminate Employee’s employment for Cause. A termination for “***Cause***” is atermination evidenced by a

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resolution adopted in good faith by two-thirds (2/3) of the Board that Employee—

        (i)    hashabitually neglected his duties with the Company (other than a failureresulting from Employee’s incapacity due to physical or mental illness), ormaterially breached any of the provisions of this Agreement, which failure orbreach continued for a period of at least thirty (30) days after a writtennotice of demand for substantial performance or other correction has beendelivered to Employee specifying the manner in which Employee has failed tosubstantially perform,

        (ii)   engagedin conduct which is demonstrably and materially injurious to the Company,monetarily or otherwise, or

        (iii)  hasbeen convicted or entered a plea of *nolocontendere* in the case of any misdemeanor involving moral turpitude,or has been indicted or convicted of an act which is defined as a felony underfederal or state law;

provided,however, that no termination of Employee’s employment shall be for Cause as setforth in clause (ii) above until (x) there shall have been deliveredto Employee a copy of a written notice setting forth that Employee was guiltyof the conduct set forth in clause (ii), and specifying the particularsthereof in detail, and (y) Employee shall have been provided anopportunity to be heard by the Board (with the assistance of Employee’s counselif Employee so desires). No act, nor failure to act, on Employee’s part, shallbe considered “willful” unless he has acted or failed to act, with an absenceof good faith and without a reasonable belief that his action or failure to actwas in the best interest of the Company. Notwithstanding anything contained inthis Agreement to the contrary, no failure to perform by Employee after Noticeof Termination is given by Employee shall constitute Cause for purposes of thisAgreement.

        (4)**    Without Cause.**    TheCompany shall have the right and option, exercisable by giving written noticeto Employee, to terminate Employee’s employment by the Company without Causeand for any reason or for no reason. This right is not limited or restrictedby, and shall supersede, any policy of the Company requiring or favoringcontinued employment of its executives during satisfactory performance, anyseniority system or any procedure governing the manner in which the Company’sdiscretion is to be exercised. No exercise by the Company of this terminationright shall, under any circumstances, be deemed to constitute (i) a breachby the Company of any term of this Agreement, express or implied (includingwithout limitation a breach of any implied covenant of good faith and fairdealing), (ii) a wrongful discharge of Employee or a wrongful terminationof Employee’s employment by the Company, (iii) a wrongful deprivation by theCompany of Employee’s

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corporate office (or authority, opportunities or otherbenefits relating thereto) or (iv) the breach by the Company of any otherduty or obligation, express or implied, which the Company may owe to Employeepursuant to any principle or provision of law (whether contract or tort);provided, however, that notwithstanding the foregoing, a breach by the Companyof its payment obligations pursuant to Section 9 shall be deemed to be abreach of this Agreement.

        Thefailure or refusal of the Company to renew or extend the Initial Term orEmployment Term, as the case may be, shall not constitute a termination ofEmployee’s employment by the Company without Cause under this Agreement.

        (5)**    Good Reason.**    Employeemay terminate his employment for Good Reason. For purposes of this Agreement, “***Good Reason***” shallmean the occurrence of any of the events or conditions described in subsections(i) through (vii) below:

        (i)    achange in Employee’s status, title, position or responsibilities (includingreporting responsibilities) which does not represent a promotion from hisstatus, title, position or responsibilities; the assignment to Employee of anyduties or responsibilities which, in Employee’s reasonable judgment, areinconsistent with Employee’s then status, title, position or responsibilities;or any removal of Employee from or failure to reappoint or reelect him to anyof such positions, except in connection with the termination of his employmentfor Disability, Cause, as a result of his death or by Employee other than forGood Reason;

        (ii)   areduction in Employee’s Base Salary;

        (iii)  theCompany’s requiring Employee to be based at any place outside a 30-mile radiusfrom Culver City, California, except for reasonably required travel on theCompany’s business which is not materially greater than Employee’s then travelrequirements;

        (iv)  thefailure by the Company to (A) continue in effect any material compensationor benefit plan in which Employee was participating at the time of a Change inControl, or (B) provide Employee with compensation and benefits at leastequal (in terms of benefit levels and/or reward opportunities) to thoseprovided for under each other employee benefit plan, program and practice as ineffect immediately prior to the Change in Control (or as in effect followingthe Change in Control, if greater);

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        (v)   anymaterial breach by the Company of any material provision of this Agreement; and

        (vi)  anypurported termination of Employee’s employment for Cause by the Company whichdoes not comply with the terms of Section 7 of this Agreement.

        Employee’sright to terminate his employment pursuant to this Section 7(a) shall notbe affected by his incapacity due to physical or mental illness. “Good Reason”shall not include acts not taken in bad faith which are cured by the Company inall respects not later than thirty (30) days from the date of receipt bythe Company of a Notice of Termination from Employee.

        (6)**    Voluntary Termination.**    Employeemay voluntarily terminate his employment hereunder at any time.

        (b)   Forpurposes of this Agreement, a “***Change in Control***” shall mean any of the following:

        (1)   anacquisition (other than directly from the Company in the case of votingsecurities of the Company) of any voting securities (the “***Voting Securities***”)of the Company by any “***Person***”(as the term person is used for purposes of Section 13(d) or 14(d) of theExchange Act) immediately after which such Person has “***Beneficial Ownership***”(within the meaning of Rule 13d-3 promulgated under the Exchange Act) ofmore than fifty percent (50%) of the then outstanding shares of common stock(the “***Shares***”)of the Company. For purposes of this Agreement, in determining whether a Changein Control has occurred pursuant to this Section 7(b)(1), Shares or VotingSecurities which are acquired in a “Non-Control Acquisition” (as hereinafterdefined) shall not constitute an acquisition which would cause a Change inControl. A “***Non-ControlAcquisition”*** shall mean an acquisition by (i) an employeebenefit plan (or a trust forming a part thereof) sponsored or maintained by(A) the Company or (B) any corporation or other Person of which amajority of its voting power or its voting equity securities or equity interestis owned, directly or indirectly, by the Company (for purposes of thisdefinition, a “***CompanySubsidiary***”) or (ii) the Company, any Company Subsidiary,or any of their affiliates, (iii) any underwriter temporarily holdingsecurities pursuant to an offering of such securities, or (iv) any Personin connection with a “Non-Control Transaction” (as hereinafter defined);

        (2)   Theconsummation of:

        (i)    amerger, consolidation or reorganization with or into the Company in whichsecurities of the Company are issued (a

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“***Merger***”),unless such Merger is a “Non-Control Transaction.” A “***Non-Control Transaction***”shall mean a Merger where:

        (A)  thestockholders of the Company immediately before such Merger own directly orindirectly immediately following such Merger at least fifty percent (50%) ofthe combined voting power of the outstanding voting securities of (x) thecorporation resulting from such Merger (the “***Surviving Corporation***”), if theSurviving Corporation has no Parent immediately following such Merger, or(y) the ultimate Parent of the Surviving Corporation, if there are one ormore Parents of the Surviving Corporation immediately following such Merger.For purposes of this Agreement, “***Parent***” shall mean an entity that owns,directly or indirectly, more than fifty percent (50%) of the then-outstandingShares of the Company or the combined voting power of the then-outstandingVoting Securities of the Company; and

        (B)  themembers of the “Incumbent Board” (as defined below) immediately prior to theexecution of the agreement providing for such Merger, constitute at least amajority of the members of the board of directors of (x) the SurvivingCorporation, if the Surviving Corporation has no Parent immediately followingsuch Merger, or (y) the ultimate Parent of the Surviving Corporation, ifthere are one or more Parents of the Surviving Corporation immediatelyfollowing such Merger;

        (ii)   acomplete liquidation or dissolution of the Company or a Parent, as the case maybe; or

        (iii)  thesale or other disposition of all or substantially all of the assets of theCompany or a Parent, as the case may be, to any Person (other than a transferto a Company Subsidiary or Parent Subsidiary or under conditions that wouldconstitute a Non-Control Transaction (with the disposition of assets beingregarded as a Merger for this purpose), or any other distribution to thestockholders of the Company or a Parent of the stock of a Company Subsidiary ora Parent Subsidiary or any other assets; or

        (3)   theindividuals who, at the Start Date, are members of the Board (the “***Incumbent Board***”)cease for any reason to constitute a majority of the members of the Board or, followinga Merger which results in a Parent, the board of directors of the ultimateParent; provided, however, that if the appointment or election, or nominationfor election by the

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Company’s stockholders, of any new director wasapproved by a vote of at least two-thirds (2/3) of the Incumbent Board, suchnew director shall, for purposes of this Agreement, be considered as a memberof the Incumbent Board; provided further, however, that no individual shall beconsidered a member of the Incumbent Board if such individual initially assumedoffice as a result of either an actual or threatened “***Election Contest***” (asdescribed in Rule 14a-11 promulgated under the Exchange Act) or otheractual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board (a “***Proxy Contest***”) including by reason of any agreementintended to avoid or settle any Election Contest or Proxy Contest.

        Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur solely becauseany Person (the “***SubjectPerson***”) acquired Beneficial Ownership of more than thepermitted amount of the then-outstanding Shares or Voting Securities of theCompany or a Parent as a result of the acquisition by the Company or by aParent of its Shares or Voting Securities which, by reducing the number ofShares or Voting Securities then outstanding, increases the proportional numberof shares Beneficially Owned by the Subject Person; provided, however, that, ifa Change in Control would occur (but for the operation of this sentence) as aresult of the acquisition of Shares or Voting Securities by the Company, andafter such share acquisition by the Company or by such Parent, the SubjectPerson becomes the Beneficial Owner of any additional Shares or Voting Securitieswhich increases the percentage of the then-outstanding Shares or VotingSecurities of the Company or of such Parent Beneficially Owned by the SubjectPerson, then a Change in Control shall occur.

        (c)**    Notice of Termination.**    Anypurported termination by the Company or by Employee shall be communicated bywritten Notice of Termination to the other. For purposes of this Agreement, a “Noticeof Termination” shall mean a notice which indicates the specific terminationprovision in this Agreement relied upon and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for terminationof Employee’s employment under the provision so indicated. For purposes of thisAgreement, no such purported termination of employment shall be effectivewithout such Notice of Termination.

        (d)**    Termination Date.**   “***Termination Date***”shall mean in the case of Employee’s death, his date of death, or in all othercases, the date specified in the Notice of Termination subject to thefollowing:

        (1)   ifEmployee’s employment is terminated by the Company for Cause or due toDisability, or voluntarily by Employee (other than for Good Reason), the datespecified in the Notice of Termination shall be at least thirty (30) daysfrom the date the Notice of Termination is given to or by Employee, providedthat in the case of Disability, Employee shall not have returned to thefull-time performance of his duties during such period of at least thirty(30) days; and

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        (2)   ifEmployee’s employment is terminated for Good Reason or without Cause, the datespecified in the Notice of Termination shall not be more than sixty(60) days, and shall not be less than thirty (30) days, from the datethe Notice of Termination is given to or by the Company.

        ***8.    CompensationUpon Termination.***    Upon termination ofEmployee’s employment during the term of this Agreement (including anyextensions thereof), Employee shall be entitled to the following benefits:

        (a)**    Cause, Disability, Death orVoluntary Termination (Other Than for Good Reason).**    IfEmployee’s employment is terminated by the Company for Cause or Disability orby Employee (other than for Good Reason), or by reason of Employee’s death, theCompany shall pay Employee all amounts earned or accrued hereunder through theTermination Date but not paid as of the Termination Date, including(1) Base Salary, (2) reimbursement for any and all monies advanced orexpenses incurred in connection with Employee’s employment for reasonable andnecessary expenses incurred by Employee on behalf of the Company for the periodending on the Termination Date, (3) vacation pay, (4) any bonuses orincentive Compensation earned and payable as of the Termination Date, and(5) any previous compensation which Employee has previously deferred(including any interest earned or credited thereon) (collectively, “***Accrued Compensation***”).Employee’s entitlement to any other compensation or benefits shall bedetermined in accordance with the Company’s employee benefit plans and otherapplicable programs and practices then in effect.

        (b)**    Without Cause or for GoodReason.**    If Employee’s employment by theCompany shall be terminated by the Company other than for Cause, death or Disability,or by Employee for Good Reason, then Employee shall be entitled to the benefitsprovided below:

        (i)    theCompany shall pay Employee all Accrued Compensation;

        (ii)   theCompany shall pay Employee as severance pay and in lieu of any further salaryfor periods subsequent to the Termination Date, a single payment in cash equal,in total, to the Employee’s annual Base Salary at the highest rate in effect atany time within the ninety (90) day period ending on the date the Noticeof Termination is given (or if Employee’s employment is terminated after aChange in Control, Employee’s Base Salary immediately prior to the Change inControl, if greater); and.

        (iii)  duringthe twelve (12) month period following the Termination Date, the Companyshall at its expense continue on behalf of Employee and his dependents andbeneficiaries the life insurance, disability, medical, dental andhospitalization benefits which are, from time to time during such twelve-monthperiod being provided to employees of the Company generally. The Company’sobligation hereunder with respect to the

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foregoing benefits shall be limited to the extent thatEmployee obtains any such benefits pursuant to a subsequent employer’s benefitplans, in which case the Company may reduce the coverage of any benefits it isrequired to provide Employee hereunder as long as the aggregate coverage of thecombined benefit plans is no less favorable to Employee, in terms of amountsand deductibles and costs to him, than the coverage required to be providedhereunder. This subsection (iii) shall not be interpreted so as to limitany benefits to which Employee or his dependents may be entitled under any ofthe Company’s employee benefit plans, programs or practices following Employee’stermination of employment, including without limitation, retiree medical andlife insurance benefits.

        (c)   **Payment**.  The amountsprovided for in Sections 8(a) and 8(b)(i) and (ii) shall be paidwithin five (5) days after Employee’s Termination Date.

        (d)**    Acceleration of Vesting.**    IfEmployee’s employment is terminated by the Company following a Change inControl, all then unvested restricted stock and stock options shall vest as ofthe date Employee’s Termination Date.

        ***9.    EmployeeCovenants.***

        (a)**    Non-Solicit.**    Employeewill not, directly or indirectly (whether for compensation or otherwise), aloneor in concert with others, for the Non-Solicit Period (defined below),(a) solicit for employment any employee of the Company or any person whowas an employee of the Company during any part of the two (2) year periodpreceding Employee’s termination or otherwise encourage any employee to leavethe Company’s employ, or (b) solicit any client or customer of the Companyor any client or customer which was a client or customer of the Company duringany part of the two (2) year period preceding Employee’s termination. The “***Non-Solicit Period***”means the term of this Agreement plus one (1) year from the end thereof.

        (b)**    Non-Compete.**    Duringthe term of the Agreement, Employee will not, directly or indirectly (whetherfor compensation or otherwise), alone or in concert with others, own, manage,operate, join, control, or participate in the ownership, management, operation,or control of, or furnish any capital to, or be connected in any manner with(whether alone or as a partner, officer, director, employee, agent orshareholder), or provide any advice or services as a consultant for, anybusiness which competes with the Company’s business or that of any subsidiary,partnership, corporation, joint venture, or other similar entity of which theCompany is a shareholder, partner, or member as such business may be conductedfrom time to time. Notwithstanding the foregoing, Employee may be a

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passiveinvestor in a business which competes with the Company’s business, providedEmployee’s equity holding does not exceed 2% of such business.

        (c)**    Proprietary Information.**    TheCompany possesses and will continue to possess information that has beencreated, discovered, or developed, or has otherwise become known to the Company(including without limitation information created, discovered, developed, ormade known by or to Employee during the period of or arising out of hisemployment by the Company), or in which property rights have been assigned orotherwise conveyed to the Company, which information has commercial value inthe business in which the Company is engaged (all of the aforementionedinformation is hereinafter called “***Proprietary Information***”; by way ofillustration, but not limitation, Proprietary Information includes tradesecrets, processes, formulae, data and know-how, improvements, inventions,manufacturing and other techniques, marketing plans, strategies, forecasts, andcustomer lists). All Proprietary Information will be the sole property of theCompany and its assigns, and the Company and its assigns will be the sole ownerof all patents and other rights in connection therewith. Employee herebyassigns to the Company any rights he may have or acquire in all ProprietaryInformation. At all times, both during his employment by the Company and afterits termination, Employee shall keep in confidence and trust all ProprietaryInformation, and he shall not use or disclose any Proprietary Information oranything relating to it, for any commercial purpose or otherwise, without thewritten consent of the Company, except as may be (i) reasonably necessaryor appropriate in the ordinary course of performing his duties as an employee ofthe Company, (ii) known generally to the public (or than as a result ofdisclosure by Employee in violation of this Section 10(c)), or(iii) legally required. In furtherance of the foregoing agreements,Employee agrees to execute and deliver simultaneously herewith a ProprietaryInformation and Inventions Agreement in the form attached hereto asExhibit A. The Company is permitted to notify any future employer ofEmployee of Employee’s covenants set forth in this Section 9.

        (d)  **Eligibility to Work.**   Employee is eligible to work in the UnitedStates and as a condition of the effectiveness of this Agreement shall havefurnished the Company, on or before the Start Date, evidence satisfactory tothe Company of such eligibility.

        ***10.    Settlementof Claims.***    The Company’s obligation tomake the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any circumstances, including,without limitation, any set-off, counterclaim, recoupment, defense or otherright which the Company may have against Employee or others.

        ***11.    Non-exclusivityof Rights.***    Nothing in this Agreementshall prevent or limit Employee’s continuing or future participation in anybenefit, bonus, incentive or other plan or program provided by the Company orany of its subsidiaries and for which

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Employee may qualify, nor shall anything herein limitor reduce such rights as Employee may have under any other agreements with theCompany or any of its subsidiaries. Amounts which are vested benefits or whichEmployee is otherwise entitled to receive under any plan or program of theCompany or any of its subsidiaries shall be payable in accordance with suchplan or program, except as explicitly modified by this Agreement.

        ***12.    Arbitration.***

        (a)**    Procedure.**    Anycontroversy or claim arising out of or relating to this Agreement, or thebreach thereof, will be settled by arbitration in accordance with theCommercial Rules of the American Arbitration Association (“***AAA***”), and thoseprovisions of the AAA Employment Arbitration Rules determined by thearbitrators as necessary under applicable law. The arbitration will be bindingand judgment upon the award rendered by the arbitrators may be entered in anycourt having jurisdiction thereof. For controversies or claims involvingemployment matters only, there will be one (1) arbitrator mutuallyselected by the parties within ten (10) business days from the date ofnotification made to one of the parties of the other party’s request forarbitration. If the parties fail to agree upon an arbitrator within such ten(10) days, the AAA will promptly appoint the arbitrator in accordance withits rules. For all other controversies or claims, there will be three (3) arbitrators,one arbitrator selected by the Company and one arbitrator selected by Employee,which arbitrators will then jointly select the third arbitrator. If any partyfails to nominate an arbitrator within thirty (30) days from the date ofnotification made to it of a party’s request for arbitration, then the AAA willappoint the arbitrator in accordance with its rules. The place of thearbitration will be Los Angeles, California. All arbitrators will have at leastten (10) years experience in commercial or employment-relatedtransactions. The arbitration will commence within sixty (60) days afterappointment of the arbitrators and will continue uninterrupted, unlessotherwise suspended by the arbitrators for good cause, for not longer than one hundredtwenty (120) days (including without limitation any discovery permitted bythe arbitrators). The arbitrators will, within such one hundred twenty(120) day period, render a written decision with findings of fact andconclusions of law and deliver such decision to the parties.

        (b)**    Judicial Relief.**    NotwithstandingSection 12(a), nothing contained in this Agreement will prevent or beconstrued to prevent any party from seeking a temporary restraining order,preliminary injunction, other form of interim, provisional, or temporaryequitable relief, or the enforcement of any award delivered pursuant toSection 12(a) in any court of competent jurisdiction.

        ***13.    Fees andExpenses.***    The Company and Employee shalleach pay their respective legal fees and related expenses (including the costsof experts, evidence and counsel) incurred as a result of (i) Employee’stermination of employment (including all such fees and expenses, if any,incurred in contesting or disputing any such termination of employment),(ii) Employee’s hearing before the Board as contemplated in

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Section 7(a)(3) of this Agreement, or(iii) Employee’s seeking to obtain or enforce any right or benefitprovided by this Agreement or by any other plan or arrangement maintained bythe Company under which Employee is or may be entitled to receive benefits.

        ***14.    Survival.***    Inthe event that Employee’s employment by the Company is terminated pursuant tothe provisions set forth under Section 7 hereof or otherwise, this Agreementshall then also terminate; provided, however, that the rights and obligationsset forth under Sections 8, 9, 12 and 13 of this Agreement shall survive untilsuch rights and obligations are fully satisfied in accordance with the termsset forth herein; provided, however, that Section 9(a) shall survive one yearfrom the termination of this Agreement and Section 9(b) shall not survive thetermination of this Agreement.

         ***15.  StockOptions. ***Within sixtydays after the Start Date, Employee shall be granted options to purchase300,000 shares of the Common Stock of the Company pursuant to the Company’s2006 Stock Award Plan (the ***“Plan”***).  The exercise price of the options shall beequal to the fair market value of the Common Stock on the date of grant, andsubject to the terms and conditions of the Plan.  The options will be non-qualified options, asdefined in the Plan, will have a term of five years, and will vest in equalamounts over four years beginning with the first anniversary of the date ofgrant.  In the event of a Change inControl, as defined in the Plan, which occurs on or after the first anniversaryof the date of grant, the vesting of all unvested options will be acceleratedand such unvested options will become exercisable; provided that there shall beno acceleration of vesting in the event of a Change in Control on or before thefirst anniversary of the date of grant.

        ***16.    Miscellaneous.***

        (a)**    Amendment; Waiver.**    ThisAgreement may not be amended or otherwise modified or its provisions waivedexcept by an instrument in writing signed, in the case of an amendment ormodification, by all parties hereto and, in the case of waiver, by the partysought to be charged. No waiver by either party hereto at any time of anybreach by the other party hereto of, or compliance with, any condition orprovision of this Agreement to be performed by such other party shall be deemeda waiver of similar or dissimilar provisions or conditions at the same or atany prior or subsequent time.

        (b)**    Severability.**    Inthe event that any one or more of the provisions of this Agreement are held tobe invalid, illegal, or unenforceable by a court of competent jurisdiction in ajurisdiction, such invalidity, illegality, or unenforceability in suchjurisdiction will not affect any of the other provisions hereof, which willnevertheless remain in full force and effect, and this Agreement will beconstrued as if such invalid, illegal, or unenforceable provision had neverbeen contained herein, and such determination will have no effect on thisAgreement in any other jurisdiction.

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        (c)**    Successors and Assigns.**

        (1)**    Company.**    ThisAgreement shall be binding upon and shall inure to the benefit of the Company,its successors and assigns and the Company shall require any successor orassign to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession or assignment had taken place. The term “the Company” asused herein shall include such successors and assigns. The term “successors andassigns” as used herein shall mean a corporation or other entity acquiring allor substantially all the assets and business of the Company (including thisAgreement) whether by operation of law or otherwise.

        (2)**    Employee.**    Neitherthis Agreement nor any right or interest hereunder shall be assignable ortransferable by Employee, his beneficiaries or legal representatives, except bywill or by the laws of descent and distribution. This Agreement shall inure tothe benefit of and be enforceable by Employee’s legal personal representative.

        (d)**    Third Party Beneficiaries.**    ThisAgreement is for the sole benefit of the parties hereto and their respectivesuccessors-in-interest and permitted assigns. No other person is entitled torely upon or receive any benefit from this Agreement.

        (e)**    Entire Agreement.**    ThisAgreement, the Proprietary Information and Inventions Agreement, and the otherdocuments and certificates delivered pursuant to the terms hereof, constitutethe entire agreement of the parties hereto in respect of the transactionscontemplated herein. There are no restrictions, promises, representations,warranties, covenants, or undertakings, other than those expressly set forth orreferred to herein. This Agreement supersedes all prior discussions,negotiations, correspondence, agreements, and understandings between theparties with respect to the transactions contemplated herein.

        (f)**    Notice.**    Forthe purposes of this Agreement, notices and all other communications providedfor in the Agreement (including the Notice of Termination) shall be in writingand shall be deemed to have been duly given when personally delivered or sentby certified mail, return receipt requested, postage prepaid, addressed to therespective addresses last given by each party to the other, provided that allnotices to the Company shall be directed to the attention of the Board with acopy to the Secretary of the Company. All notices and communications shall bedeemed to have been received on the date of delivery thereof or on the thirdbusiness day after the mailing thereof, except that notice of change of addressshall be effective only upon receipt.

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        (g)**    Counterparts.**    ThisAgreement may be executed in two or more counterparts, each of which will bedeemed an original, but all of which together will constitute one and the sameinstrument.

        (h)**    Captions.**    Theheadings of the sections of this Agreement are inserted for convenience ofreference only, do not constitute a part hereof, and do not affect in any waythe meaning, interpretation, or enforcement of this Agreement.

        (i)**    Governing Law.**    ThisAgreement and the rights and obligations of the parties hereunder will begoverned by, and construed and interpreted in accordance with, the laws of theState of California without giving effect to the choice of law provisionsthereof. Solely for the purposes relating to seeking equitable relief set forthin Section 12 hereof, each party submits to the non-exclusive jurisdictionof the federal or state courts located in California with respect to any claimor matter arising under this Agreement.

***[SignaturePage Follows]***

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        **IN WITNESS WHEREOF**, the Company has causedthis Agreement to be executed by its duly authorized officer and Employee hasexecuted this Agreement as of the Start Date. 
|                          |   | BIDZ.COM, INC. |
|--------------------------|--------|---------------------|
|                     |   |                |
| ATTEST:                  |   | By:                 | /s/ David Zinberg |   |
|                     |   |                | David Zinberg |
|                     |   |                | CEO |
| /s/ Lawrence Kong        |   |                |   |
| Lawrence Kong  Secretary |   |                |
|                     |   |                |
|                     |   |                |
| EMPLOYEE:                |   |                |
|                     |   |                |
|                     |   |                |
| /s/ Leon Kuperman        |   |                |   |
| Leon Kuperman            |   |                |

 

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**EXHIBITA**

**PROPRIETARYINFORMATION AND INVENTIONS AGREEMENT(“AGREEMENT”)**

        A.    Irecognize that BIDZ.com, Inc. (the “Company”), a Delaware corporation, isengaged in a continuous program of research, development, and productionrespecting its present and future business.

        B.    Iunderstand that as part of my employment by the Company I am expected to makenew contributions and inventions of value to the Company;

        C.    Iunderstand that my employment creates a relationship of confidence and trustbetween me and the Company with respect to any information (i) applicableto the business of the Company or (ii) applicable to the business of anyclient or customer of the Company which may be made known to me by the Companyor by a client or customer of the Company, or learned by me during the periodof my employment;

        D.    Iunderstand that the Company possesses and will continue to possess informationthat has been created, discovered, or developed, or has otherwise become knownto the Company (including without limitation information created, discovered,developed, or made known by or to me during the period of or arising out of myemployment by the Company), or in which property rights have been assigned orotherwise conveyed to the Company, which information has commercial value inthe business in which the Company is engaged (all of the aforementionedinformation is hereinafter called “Proprietary Information”; by way ofillustration, but not limitation, Proprietary Information includes tradesecrets, processes, formulae, data and know-how, improvements, inventions,manufacturing and other techniques, marketing plans, strategies, forecasts, andcustomer lists); and

        E.    Iunderstand that, as used herein, the period of my employment includes any timein which I may be retained by the Company as an employee or as a consultant.

        Inconsideration of my employment and the compensation received by me from theCompany from time to time, I hereby represent and agree as follows.

        1.     Priorto entering the employ of the Company, I have terminated employment with one ormore prior employers. I represent that my performance of all the terms of thisAgreement and as an employee of the Company does not and will not breach anyagreement to keep in confidence proprietary information acquired by me in confidenceor in trust prior to my employment by the Company. I have not entered into, andI agree that I shall not enter into, any agreement either written or oral inconflict herewith.

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        2.     Iunderstand, as part of the consideration for the offer of employment extendedto me by the Company and of my employment or continued employment by theCompany, that I have not brought and shall not bring with me to the Company oruse in the performance of my responsibilities at the Company any materials or documentsof a former employer which are not generally available to the public, unless Ihave obtained written authorization from the former employer for theirpossession and use. Accordingly, I advise the Company that the only materialsor documents of a former employer which are not generally available to thepublic that I have brought or shall bring to the Company or have used or shalluse in my employment are identified on Attachment I hereto, and, as to eachsuch item, I represent that I have obtained prior to the effective date of myemployment with the Company written authorization for their possession and usein my employment with the Company. I also understand that, in my employmentwith the Company, I am not to breach any obligation of confidentiality that Ihave to former employers, and I agree that I shall fulfill all such obligationsduring my employment with the Company.

        3.     Iagree to indemnify and hold harmless the Company, its stockholders, directors,officers, employees, and agents against any and all liabilities and expenses,including amounts paid in settlement, incurred by any of them in connectionwith any claim by any of my prior employers that the termination of myemployment with such employer, my employment by the Company, or use of anyskills and knowledge by the Company is a violation of contract or law.

        4.     AllProprietary Information will be the sole property of the Company and itsassigns, and the Company and its assigns will be the sole owner of all patentsand other rights in connection therewith. I hereby assign to the Company anyrights I may have or acquire in all Proprietary Information. At all times, bothduring my employment by the Company and after its termination, I shall keep inconfidence and trust all Proprietary Information, and I shall not use ordisclose any Proprietary Information or anything relating to it without thewritten consent of the Company, except as may be (i) reasonably necessaryor appropriate in the ordinary course of performing my duties as an employee ofthe Company, (ii) known generally to the public (or than as a result ofdisclosure by me in violation of this Section 4), or (iii) legallyrequired.

        5.     Inthe event of the termination of my employment by me or by the Company for anyreason or no reason, I shall deliver to the Company all documents and data ofany nature pertaining to my work with the Company and I shall not take with meany documents or data of any description or any reproduction of any descriptioncontaining or pertaining to any Proprietary Information.

        6.     Ishall promptly disclose to the Company, or any persons designated by it, allimprovements, inventions, formulae, processes, techniques, know-how, and data,whether or not patentable, made or conceived or reduced to practice or learnedby me, either alone or jointly with others, during the period of my employmentwhich are related to or useful in the business of the Company, or result fromtasks assigned me by the Company, or result from use of premises owned, leased,or contracted for by the Company (all said

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improvements, inventions, formulae, processes,techniques, know-how, and data will be collectively hereinafter called “Inventions”).

        7.     Iagree that all Inventions will be the sole property of the Company and itsassigns, and the Company and its assigns will be the sole owner of all patentsand other rights in connection therewith. I hereby assign to the Company anyrights I may have or acquire in all Inventions. I further agree as to allInventions to assist the Company in every proper way (but at the Company’sexpense) to obtain and from time to time enforce patents on Inventions in anyand all countries, and to that end I shall execute all documents for use inapplying for and obtaining such patents thereon and enforcing same, as theCompany may desire, together with any assignments thereof to the Company orpersons designated by it. My obligation to assist the Company in obtaining andenforcing patents for Inventions in any and all countries will continue beyondthe termination of my employment, but the Company will compensate me at areasonable rate after such termination for time actually spent by me at theCompany’s request on such assistance.

        Iunderstand that, in accordance with Section 2872 of the California LaborCode, the assignment provisions in this paragraph 7 do not apply toinventions for which no equipment, supplies, facility, or trade secretinformation of the Company was used, which were developed entirely on my owntime, and (i) which do not relate (a) to the business of the Companyor (b) to the Company’s actual or demonstrably anticipated research ordevelopment or (ii) which do not result from any work performed by me forthe Company.

        8.     Ihave identified on Attachment II hereto all inventions or improvements relevantto the subject matter of my employment by the Company which have been made orconceived or first reduced to practice by me alone or jointly with others priorto my engagement by the Company which I desire to remove from the operation ofthis Agreement; and I covenant that such list is complete. If there is no suchlist on Attachment II, I represent that I have made no such inventions andimprovements at the time of signing this Agreement.

        9.     Iagree that in addition to any other rights and remedies available to theCompany for any breach by me of my obligations hereunder, the Company will beentitled to enforcement of my obligations hereunder by court injunction.

        10.   Ifany provision of this Agreement is declared invalid, illegal or unenforceable,such provision shall be severed and all remaining provisions will continue infull force and effect.

        11.   ThisAgreement will become effective as of the commencement of my employment withthe Company.

        12.   ThisAgreement is binding upon me, my heirs, executors, assigns and administratorsand shall inure to the benefit of the Company, its successors and assigns.

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        13.   ThisAgreement will be governed in all respects by the laws of the State ofCalifornia. 
| Dated: | March 1, 2007 |          |   | /s/ Leon Kuperman |   |
|--------|---------------|---------------|--------|-------------------|--------|
|   |          | Leon Kuperman |

 

ACCEPTED AND AGREED TO:

BIDZ.com, Inc.,

a Delaware corporation
| By:    | /s/ David Zinberg |   |   |
|--------|-------------------|--------|--------|
|   | David Zinberg     |
|   | CEO               |

 

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**ATTACHMENTI**

**Materialsor Documents of Former EmployerNot Generally Available to Public**

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**ATTACHMENTII**

**Inventionsor Improvements Made Priorto Engagement by Company**

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