EXHIBIT 10.2


BID MONKEY
TERMS AND CONDITIONS By using the Internet liquidation auction service, you
agree to follow the above guidelines. In addition, you agree to the following
Terms and Conditions: Bidmonkey.com is merely an a venue for on line liquidation
auctions and does not act as a guarantor regarding the price or completion of
such transactions on its site. Adult themed or Pornographic listings are
STRICTLY PROHIBITED.

     * The use of private user information, other than as expressly permitted by
     these Terms and Conditions is strictly prohibited.
     * Bidmonkey.com is not responsible for damage or loss caused by errors in
     the system or the Internet. The system may be unavailable unexpectedly as a
     result of errors or circumstances beyond our control. Use Bidmonkey.com at
     your own risk.
     * Bidmonkey.com disclaims any implied warranty of merchantability or
     fitness for a particular purpose.
     * In no event shall Bidmonkey.com's total liability to you for all damages,
     losses, and causes of action (whether in contract, tort including, but not
     limited to, negligence), or otherwise exceed the amount paid by you to
     Bidmonkey.com, if any, that is related to the cause of action.
     * By bidding on an item at auction you demonstrate your intention and
     ability to purchase that item. Not buying the item after the auction closes
     may be legally actionable by the seller and/or cause suspension or
     termination of your account.
     * Bidmonkey.com cannot guarantee that we will notice or prevent users from
     registering with false demographic information.
     * Users agree to refrain from sending unsolicited commercial e-mail to
     other users.
     * Bidmonkey.com users may use available information about each other only
     to the extent necessary to facilitate Bidmonkey.com related transactions.
     * Bidmonkey.com will not remove or edit listings once they are entered into
     the service, except to comply or to end auctions with other terms in this
     agreement. Bidmonkey.com does, however, reserve the right to move listings
     from one category to another or to end auctions as appropriate, in its sole
     discretion.
     * Bidmonkey.com cannot guarantee that sellers will complete the sale of an
     item, or that buyers will go through with the purchase of an item; all risk
     is taken by the individual buyers and sellers. This includes but is not
     limited to risks associated with dealing with foreign nationals, underage
     persons, or persons acting under false pretense.
     * All parties agree not to circumvent, nor attempt to circumvent,
     Bidmonkey.com (i.e. complete a sale without paying commissions) in any
     listed auction transaction, for a period of 180 days (six months) from the
     date of the close of an auction. This shall apply to any and all
     transactions entered into by the parties and their principles, including
     sales of like or similar items to bidders who were not the high bidder, in
     a negotiated sale outside of the auction system. This includes each and
     every future transaction(s) for which contract and/or negotiations were
     made or initiated during the auction period. This agreement binds all
     parties, their employees, associates, agents, attorneys, accountants,
     assignees, heirs, transferees, and designees. In the event such sale(s)
     take place the seller will be liable for any and all commission due, plus
     the cost or expense of collection by Bidmonkey.com for the recovery
     thereof.
     * Bidmonkey.com cannot guarantee preservation of records, and may expire
     information without notice, at its sole discretion.
     * Sellers assume all risk and liability arising from their offer for sale
     of any item. Users agree to indemnify and hold Bidmonkey.com harmless with
     regard to loss or damage experienced through use of this service.
     * Bidmonkey.com disclaims any warranties expressed or implied on goods or
     services listed on its web site.
     * You expressly agree that exclusive jurisdiction for any claim or dispute
     resides in the courts of the State of Delaware. You further agree and
     expressly consent to the exercise of personal jurisdiction in the State of
     Delaware in connection with any dispute or claim involving Bidmonkey.com.
     * Bidmonkey.com is run as a service for the Internet business community and
     cannot take responsibility for the condition or quality of the items
     presented within its pages.
     * Bidmonkey.com cannot guarantee that we will notice or prevent any
     inappropriate use of the system.

<PAGE>


     * Bidmonkey.com reserves the right to refuse service to anyone at any time.
     * Payment terms are to be agreed upon between seller and buyer.
     Bidmonkey.com is not involved in the transaction.
     * The laws of the state of Delaware, excluding its conflicts-of-law rules,
     govern the Auction Rules and these Terms and Conditions. As noted
     elsewhere, your conduct may be subject to other local, state, and national
     laws.
     * Bidmonkey.com and all Bidmonkey.com images are trademarks of
     Bidmonkey.com unless otherwise stated and may not be used without the prior
     written consent of Bidmonkey.com.
     * Shill bidding (or bidding in your own auction) on Bidmonkey.com is
     strictly prohibited.
     * Users must be of legal age with the ability to enter into binding
     contracts.
     * The Auction Rules and the Terms and Conditions of this Disclaimer
     supersede any prior agreements between you and Bidmonkey.com. The Auction
     Rules and the Terms and Conditions of this Disclaimer may be amended from
     time to time, by Bidmonkey.com in its sole discretion.
     * The auction of illegal items, including all counterfeit goods, are
     expressly prohibited. Bidmonkey.com will terminate the auction of any such
     items upon notification by the legitimate trademark or copyright holder and
     the Seller of such items may be subject to suspension.
     * Under no circumstances, including, but not limited to negligence, shall
     Bidmonkey.com be liable for any special or consequential damages that
     result from the use of, or the inability to use, the materials in this
     site, even if Bidmonkey.com or a Bidmonkey.com authorized representative
     has been advised of the possibility of such damages. Applicable law may not
     allow the limitation or exclusion of liability or incidental or
     consequential damages, so the above limitation or exclusion may not apply
     to you.
     * Bidmonkey.com does not assume responsibility for the content or the
     context of the listings.
     * By listing an item on Bidmonkey.com for auction, Seller agrees to pay
     Bidmonkey.com a non refundable commission fee of 1% (One Percent) based on
     the final selling price. Seller agrees that it does not purchase exclusive
     rights to a web page on the Bidmonkey.com Internet liquidation auction site
     but instead pays for a listing on a Bidmonkey.com owned web page. Seller
     acknowledges that Bidmonkey.com may, in its sole discretion, and without a
     requirement for consent by or remuneration to any Seller, place third party
     advertisements on any web page within the Bidmonkey.com site. Copyright
     1999 Bidmonkey.com, no part of this document may be copied or utilized in
     any way without the express written approval of Bidmonkey.com and/ or 24 Hr
     Auction Inc.