Exhibit
10.11


EMPLOYMENT
AGREEMENT


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


WITNESSETH:


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


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


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


        NOW
THEREFORE, for consideration, the value, sufficiency, and receipt of which are
hereby acknowledged, the parties hereto agree as follows.


        1.    Employment.


        (a)    Position.    The
Company hereby employs Employee, and Employee agrees to be employed by the
Company, commencing on the Start Date and continuing during the term (as
defined in Section 2 below). Employee shall hold the position of Chief
Technical Officer of the Company and such other positions as the Board of
Directors of the Company (the “Board”) may designate. Employee’s duties and
responsibilities hereunder shall include (a) providing senior executive
management services as the Company may designate through its Board consistent
with the position of Chief Technical Officer, and (b) such other duties
and responsibilities as are assigned to Employee from time to time by the Board
and accepted by Employee. Employee shall report to the Chief Executive Officer
of the Company.


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













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


        2.    Term.    The
initial 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 automatically
extended (as extended, the “Employment Term”)
for one year on the expiration of the Initial Term and on each anniversary
thereof unless either the Company or the Employee shall have given written
notice to the other not less than ninety (90) days prior thereto that the
term 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 this
Agreement shall not expire prior to the expiration of the then current term of
this Agreement.


        3.    Base
Salary; Discretionary Bonus.    The Company
shall pay Employee during the term of this Agreement a base salary at the rate
of $300,000 per annum or such larger amount as the Board may from time to time
determine (hereinafter referred to as the “Base Salary”). Such Base Salary shall be
payable no less frequently than monthly during the year in accordance with the
Company’s customary payroll practices applicable to its executives. Employee
agrees that the Company may deduct and withhold from the payments to be made to
Employee hereunder amounts required to be deducted and withheld by the Company
under the provisions of any statute, law, regulation, or ordinance heretofore
or hereafter enacted.  Employee will be
eligible 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 performance
criteria established by the Compensation Committee (the “Committee”)
of the Board, and agreed upon by Employee, within thirty days following the
Start Date.


        4.    Benefits.    Employee
shall be eligible to participate in all stock option, stock bonus, incentive
compensation, retirement, savings, fringe benefit, disability insurance, group
health and group life, vacation, and similar health and benefit plans
maintained by the Company in accordance with the terms and conditions thereof
on a basis which is no less favorable than that applicable to employees of the
Company who are similarly situated to Employee. No additional compensation
provided under any of such plans shall be deemed to modify or otherwise affect
the terms of this Agreement or any of Employee’s entitlements hereunder, unless
such modification is explicitly required herein or by any of such plans.


        5.    Vacation
and Sick Leave.    At such reasonable times
as the Board shall in its discretion permit, Employee shall be entitled,
without loss of pay, to absent himself voluntarily from the performance of his
employment under this Agreement, provided that:


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



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


        (c)   Employee
shall be entitled to sick leave (without loss of pay) in accordance with the
Company’s policies as in effect from time to time.


        6.    Expenses.    Employee
shall be entitled to reimbursement for reasonable expenses necessary for the
performance of his duties hereunder or for promoting, pursuing, or otherwise
furthering the business or interests of the Company. All claims for expenses
shall be reasonable and made on the basis of statements thereof (together with
vouchers or other documents evidencing such expenses) furnished by Employee to
the Company at monthly or more frequent intervals and in accordance with the
Company’s expense reimbursement policy and standard procedures as they exist
from time to time.  Without limitation of
the foregoing, Employee will be reimbursed for reasonable moving expenses from
Toronto to Los Angeles, which expenses the parties anticipate to be
approximately Ten Thousand Dollars ($10,000).


        7.    Termination.


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


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


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


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



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


        (i)    has
habitually neglected his duties with the Company (other than a failure
resulting from Employee’s incapacity due to physical or mental illness), or
materially breached any of the provisions of this Agreement, which failure or
breach continued for a period of at least thirty (30) days after a written
notice of demand for substantial performance or other correction has been
delivered to Employee specifying the manner in which Employee has failed to
substantially perform,


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


        (iii)  has
been convicted or entered a plea of nolo
contendere in the case of any misdemeanor involving moral turpitude,
or has been indicted or convicted of an act which is defined as a felony under
federal or state law;


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


        (4)    Without Cause.    The
Company shall have the right and option, exercisable by giving written notice
to Employee, to terminate Employee’s employment by the Company without Cause
and for any reason or for no reason. This right is not limited or restricted
by, and shall supersede, any policy of the Company requiring or favoring
continued employment of its executives during satisfactory performance, any
seniority system or any procedure governing the manner in which the Company’s
discretion is to be exercised. No exercise by the Company of this termination
right shall, under any circumstances, be deemed to constitute (i) a breach
by the Company of any term of this Agreement, express or implied (including
without limitation a breach of any implied covenant of good faith and fair
dealing), (ii) a wrongful discharge of Employee or a wrongful termination
of Employee’s employment by the Company, (iii) a wrongful deprivation by the
Company of Employee’s



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


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


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


        (i)    a
change in Employee’s status, title, position or responsibilities (including
reporting responsibilities) which does not represent a promotion from his
status, title, position or responsibilities; the assignment to Employee of any
duties or responsibilities which, in Employee’s reasonable judgment, are
inconsistent with Employee’s then status, title, position or responsibilities;
or any removal of Employee from or failure to reappoint or reelect him to any
of such positions, except in connection with the termination of his employment
for Disability, Cause, as a result of his death or by Employee other than for
Good Reason;


        (ii)   a
reduction in Employee’s Base Salary;


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


        (iv)  the
failure by the Company to (A) continue in effect any material compensation
or benefit plan in which Employee was participating at the time of a Change in
Control, or (B) provide Employee with compensation and benefits at least
equal (in terms of benefit levels and/or reward opportunities) to those
provided for under each other employee benefit plan, program and practice as in
effect immediately prior to the Change in Control (or as in effect following
the Change in Control, if greater);



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


        (vi)  any
purported termination of Employee’s employment for Cause by the Company which
does not comply with the terms of Section 7 of this Agreement.


        Employee’s
right to terminate his employment pursuant to this Section 7(a) shall not
be 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 in
all respects not later than thirty (30) days from the date of receipt by
the Company of a Notice of Termination from Employee.


        (6)    Voluntary Termination.    Employee
may voluntarily terminate his employment hereunder at any time.


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


        (1)   an
acquisition (other than directly from the Company in the case of voting
securities 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 the
Exchange Act) immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
more 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 Change
in Control has occurred pursuant to this Section 7(b)(1), Shares or Voting
Securities which are acquired in a “Non-Control Acquisition” (as hereinafter
defined) shall not constitute an acquisition which would cause a Change in
Control. A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) sponsored or maintained by
(A) the Company or (B) any corporation or other Person of which a
majority of its voting power or its voting equity securities or equity interest
is owned, directly or indirectly, by the Company (for purposes of this
definition, a “Company
Subsidiary”) or (ii) the Company, any Company Subsidiary,
or any of their affiliates, (iii) any underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) any Person
in connection with a “Non-Control Transaction” (as hereinafter defined);


        (2)   The
consummation of:


        (i)    a
merger, consolidation or reorganization with or into the Company in which
securities 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)  the
stockholders of the Company immediately before such Merger own directly or
indirectly immediately following such Merger at least fifty percent (50%) of
the combined voting power of the outstanding voting securities of (x) the
corporation resulting from such Merger (the “Surviving Corporation”), if the
Surviving Corporation has no Parent immediately following such Merger, or
(y) the ultimate Parent of the Surviving Corporation, if there are one or
more 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-outstanding
Shares of the Company or the combined voting power of the then-outstanding
Voting Securities of the Company; and


        (B)  the
members of the “Incumbent Board” (as defined below) immediately prior to the
execution of the agreement providing for such Merger, constitute at least a
majority of the members of the board of directors of (x) the Surviving
Corporation, if the Surviving Corporation has no Parent immediately following
such Merger, or (y) the ultimate Parent of the Surviving Corporation, if
there are one or more Parents of the Surviving Corporation immediately
following such Merger;


        (ii)   a
complete liquidation or dissolution of the Company or a Parent, as the case may
be; or


        (iii)  the
sale or other disposition of all or substantially all of the assets of the
Company or a Parent, as the case may be, to any Person (other than a transfer
to a Company Subsidiary or Parent Subsidiary or under conditions that would
constitute a Non-Control Transaction (with the disposition of assets being
regarded as a Merger for this purpose), or any other distribution to the
stockholders of the Company or a Parent of the stock of a Company Subsidiary or
a Parent Subsidiary or any other assets; or


        (3)   the
individuals 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, following
a Merger which results in a Parent, the board of directors of the ultimate
Parent; provided, however, that if the appointment or election, or nomination
for election by the



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


        Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the “Subject
Person”) acquired Beneficial Ownership of more than the
permitted amount of the then-outstanding Shares or Voting Securities of the
Company or a Parent as a result of the acquisition by the Company or by a
Parent of its Shares or Voting Securities which, by reducing the number of
Shares or Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person; provided, however, that, if
a Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Shares or Voting Securities by the Company, and
after such share acquisition by the Company or by such Parent, the Subject
Person becomes the Beneficial Owner of any additional Shares or Voting Securities
which increases the percentage of the then-outstanding Shares or Voting
Securities of the Company or of such Parent Beneficially Owned by the Subject
Person, then a Change in Control shall occur.


        (c)    Notice of Termination.    Any
purported termination by the Company or by Employee shall be communicated by
written Notice of Termination to the other. For purposes of this Agreement, a “Notice
of Termination” shall mean a notice which indicates the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of Employee’s employment under the provision so indicated. For purposes of this
Agreement, no such purported termination of employment shall be effective
without 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 other
cases, the date specified in the Notice of Termination subject to the
following:


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



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


        8.    Compensation
Upon Termination.    Upon termination of
Employee’s employment during the term of this Agreement (including any
extensions thereof), Employee shall be entitled to the following benefits:


        (a)    Cause, Disability, Death or
Voluntary Termination (Other Than for Good Reason).    If
Employee’s employment is terminated by the Company for Cause or Disability or
by Employee (other than for Good Reason), or by reason of Employee’s death, the
Company shall pay Employee all amounts earned or accrued hereunder through the
Termination Date but not paid as of the Termination Date, including
(1) Base Salary, (2) reimbursement for any and all monies advanced or
expenses incurred in connection with Employee’s employment for reasonable and
necessary expenses incurred by Employee on behalf of the Company for the period
ending on the Termination Date, (3) vacation pay, (4) any bonuses or
incentive 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 be
determined in accordance with the Company’s employee benefit plans and other
applicable programs and practices then in effect.


        (b)    Without Cause or for Good
Reason.    If Employee’s employment by the
Company 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 benefits
provided below:


        (i)    the
Company shall pay Employee all Accrued Compensation;


        (ii)   the
Company shall pay Employee as severance pay and in lieu of any further salary
for 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 at
any time within the ninety (90) day period ending on the date the Notice
of Termination is given (or if Employee’s employment is terminated after a
Change in Control, Employee’s Base Salary immediately prior to the Change in
Control, if greater); and.


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



 9
 









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


        (c)   Payment.  The amounts
provided for in Sections 8(a) and 8(b)(i) and (ii) shall be paid
within five (5) days after Employee’s Termination Date.


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


        9.    Employee
Covenants.


        (a)    Non-Solicit.    Employee
will not, directly or indirectly (whether for compensation or otherwise), alone
or in concert with others, for the Non-Solicit Period (defined below),
(a) solicit for employment any employee of the Company or any person who
was an employee of the Company during any part of the two (2) year period
preceding Employee’s termination or otherwise encourage any employee to leave
the Company’s employ, or (b) solicit any client or customer of the Company
or any client or customer which was a client or customer of the Company during
any 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.    During
the term of the Agreement, Employee will not, directly or indirectly (whether
for 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 or
shareholder), or provide any advice or services as a consultant for, any
business which competes with the Company’s business or that of any subsidiary,
partnership, corporation, joint venture, or other similar entity of which the
Company is a shareholder, partner, or member as such business may be conducted
from time to time. Notwithstanding the foregoing, Employee may be a



 10















passive
investor in a business which competes with the Company’s business, provided
Employee’s equity holding does not exceed 2% of such business.


        (c)    Proprietary Information.    The
Company possesses and will continue to possess information that has been
created, discovered, or developed, or has otherwise become known to the Company
(including without limitation information created, discovered, developed, or
made known by or to Employee during the period of or arising out of his
employment by the Company), or in which property rights have been assigned or
otherwise conveyed to the Company, which information has commercial value in
the business in which the Company is engaged (all of the aforementioned
information is hereinafter called “Proprietary Information”; by way of
illustration, but not limitation, Proprietary Information includes trade
secrets, processes, formulae, data and know-how, improvements, inventions,
manufacturing and other techniques, marketing plans, strategies, forecasts, and
customer lists). All Proprietary Information will be the sole property of the
Company and its assigns, and the Company and its assigns will be the sole owner
of all patents and other rights in connection therewith. Employee hereby
assigns to the Company any rights he may have or acquire in all Proprietary
Information. At all times, both during his employment by the Company and after
its termination, Employee shall keep in confidence and trust all Proprietary
Information, and he shall not use or disclose any Proprietary Information or
anything relating to it, for any commercial purpose or otherwise, without the
written consent of the Company, except as may be (i) reasonably necessary
or appropriate in the ordinary course of performing his duties as an employee of
the Company, (ii) known generally to the public (or than as a result of
disclosure 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 Proprietary
Information and Inventions Agreement in the form attached hereto as
Exhibit A. The Company is permitted to notify any future employer of
Employee of Employee’s covenants set forth in this Section 9.


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


        10.    Settlement
of Claims.    The Company’s obligation to
make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company may have against Employee or others.


        11.    Non-exclusivity
of Rights.    Nothing in this Agreement
shall prevent or limit Employee’s continuing or future participation in any
benefit, bonus, incentive or other plan or program provided by the Company or
any of its subsidiaries and for which



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


        12.    Arbitration.


        (a)    Procedure.    Any
controversy or claim arising out of or relating to this Agreement, or the
breach thereof, will be settled by arbitration in accordance with the
Commercial Rules of the American Arbitration Association (“AAA”), and those
provisions of the AAA Employment Arbitration Rules determined by the
arbitrators as necessary under applicable law. The arbitration will be binding
and judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. For controversies or claims involving
employment matters only, there will be one (1) arbitrator mutually
selected by the parties within ten (10) business days from the date of
notification made to one of the parties of the other party’s request for
arbitration. If the parties fail to agree upon an arbitrator within such ten
(10) days, the AAA will promptly appoint the arbitrator in accordance with
its 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 party
fails to nominate an arbitrator within thirty (30) days from the date of
notification made to it of a party’s request for arbitration, then the AAA will
appoint the arbitrator in accordance with its rules. The place of the
arbitration will be Los Angeles, California. All arbitrators will have at least
ten (10) years experience in commercial or employment-related
transactions. The arbitration will commence within sixty (60) days after
appointment of the arbitrators and will continue uninterrupted, unless
otherwise suspended by the arbitrators for good cause, for not longer than one hundred
twenty (120) days (including without limitation any discovery permitted by
the arbitrators). The arbitrators will, within such one hundred twenty
(120) day period, render a written decision with findings of fact and
conclusions of law and deliver such decision to the parties.


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


        13.    Fees and
Expenses.    The Company and Employee shall
each pay their respective legal fees and related expenses (including the costs
of experts, evidence and counsel) incurred as a result of (i) Employee’s
termination 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 benefit
provided by this Agreement or by any other plan or arrangement maintained by
the Company under which Employee is or may be entitled to receive benefits.


        14.    Survival.    In
the event that Employee’s employment by the Company is terminated pursuant to
the provisions set forth under Section 7 hereof or otherwise, this Agreement
shall then also terminate; provided, however, that the rights and obligations
set forth under Sections 8, 9, 12 and 13 of this Agreement shall survive until
such rights and obligations are fully satisfied in accordance with the terms
set forth herein; provided, however, that Section 9(a) shall survive one year
from the termination of this Agreement and Section 9(b) shall not survive the
termination of this Agreement.


         15.  Stock
Options.  Within sixty
days after the Start Date, Employee shall be granted options to purchase
300,000 shares of the Common Stock of the Company pursuant to the Company’s
2006 Stock Award Plan (the “Plan”).  The exercise price of the options shall be
equal to the fair market value of the Common Stock on the date of grant, and
subject to the terms and conditions of the Plan.  The options will be non-qualified options, as
defined in the Plan, will have a term of five years, and will vest in equal
amounts over four years beginning with the first anniversary of the date of
grant.  In the event of a Change in
Control, as defined in the Plan, which occurs on or after the first anniversary
of the date of grant, the vesting of all unvested options will be accelerated
and such unvested options will become exercisable; provided that there shall be
no acceleration of vesting in the event of a Change in Control on or before the
first anniversary of the date of grant.


        16.    Miscellaneous.


        (a)    Amendment; Waiver.    This
Agreement may not be amended or otherwise modified or its provisions waived
except by an instrument in writing signed, in the case of an amendment or
modification, by all parties hereto and, in the case of waiver, by the party
sought to be charged. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.


        (b)    Severability.    In
the event that any one or more of the provisions of this Agreement are held to
be invalid, illegal, or unenforceable by a court of competent jurisdiction in a
jurisdiction, such invalidity, illegality, or unenforceability in such
jurisdiction will not affect any of the other provisions hereof, which will
nevertheless remain in full force and effect, and this Agreement will be
construed as if such invalid, illegal, or unenforceable provision had never
been contained herein, and such determination will have no effect on this
Agreement in any other jurisdiction.



 13
 









        (c)    Successors and Assigns.


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


        (2)    Employee.    Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by Employee, his beneficiaries or legal representatives, except by
will or by the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by Employee’s legal personal representative.


        (d)    Third Party Beneficiaries.    This
Agreement is for the sole benefit of the parties hereto and their respective
successors-in-interest and permitted assigns. No other person is entitled to
rely upon or receive any benefit from this Agreement.


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


        (f)    Notice.    For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement (including the Notice of Termination) shall be in writing
and shall be deemed to have been duly given when personally delivered or sent
by certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses last given by each party to the other, provided that all
notices to the Company shall be directed to the attention of the Board with a
copy to the Secretary of the Company. All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the third
business day after the mailing thereof, except that notice of change of address
shall be effective only upon receipt.



 14
 









        (g)    Counterparts.    This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.


        (h)    Captions.    The
headings of the sections of this Agreement are inserted for convenience of
reference only, do not constitute a part hereof, and do not affect in any way
the meaning, interpretation, or enforcement of this Agreement.


        (i)    Governing Law.    This
Agreement and the rights and obligations of the parties hereunder will be
governed by, and construed and interpreted in accordance with, the laws of the
State of California without giving effect to the choice of law provisions
thereof. Solely for the purposes relating to seeking equitable relief set forth
in Section 12 hereof, each party submits to the non-exclusive jurisdiction
of the federal or state courts located in California with respect to any claim
or matter arising under this Agreement.


[Signature
Page Follows]



 15
 









        IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer and Employee has
executed 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

  	
   

  	
   

  



 



 16
 









EXHIBIT
A


PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT

(“AGREEMENT”)


        A.    I
recognize that BIDZ.com, Inc. (the “Company”), a Delaware corporation, is
engaged in a continuous program of research, development, and production
respecting its present and future business.


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


        C.    I
understand that my employment creates a relationship of confidence and trust
between me and the Company with respect to any information (i) applicable
to the business of the Company or (ii) applicable to the business of any
client or customer of the Company which may be made known to me by the Company
or by a client or customer of the Company, or learned by me during the period
of my employment;


        D.    I
understand that the Company possesses and will continue to possess information
that has been created, discovered, or developed, or has otherwise become known
to the Company (including without limitation information created, discovered,
developed, or made known by or to me during the period of or arising out of my
employment by the Company), or in which property rights have been assigned or
otherwise conveyed to the Company, which information has commercial value in
the business in which the Company is engaged (all of the aforementioned
information is hereinafter called “Proprietary Information”; by way of
illustration, but not limitation, Proprietary Information includes trade
secrets, processes, formulae, data and know-how, improvements, inventions,
manufacturing and other techniques, marketing plans, strategies, forecasts, and
customer lists); and


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


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


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



 17
 









        2.     I
understand, as part of the consideration for the offer of employment extended
to me by the Company and of my employment or continued employment by the
Company, that I have not brought and shall not bring with me to the Company or
use in the performance of my responsibilities at the Company any materials or documents
of a former employer which are not generally available to the public, unless I
have obtained written authorization from the former employer for their
possession and use. Accordingly, I advise the Company that the only materials
or documents of a former employer which are not generally available to the
public that I have brought or shall bring to the Company or have used or shall
use in my employment are identified on Attachment I hereto, and, as to each
such item, I represent that I have obtained prior to the effective date of my
employment with the Company written authorization for their possession and use
in my employment with the Company. I also understand that, in my employment
with the Company, I am not to breach any obligation of confidentiality that I
have to former employers, and I agree that I shall fulfill all such obligations
during my employment with the Company.


        3.     I
agree 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 connection
with any claim by any of my prior employers that the termination of my
employment with such employer, my employment by the Company, or use of any
skills and knowledge by the Company is a violation of contract or law.


        4.     All
Proprietary Information will be the sole property of the Company and its
assigns, and the Company and its assigns will be the sole owner of all patents
and other rights in connection therewith. I hereby assign to the Company any
rights I may have or acquire in all Proprietary Information. At all times, both
during my employment by the Company and after its termination, I shall keep in
confidence and trust all Proprietary Information, and I shall not use or
disclose any Proprietary Information or anything relating to it without the
written consent of the Company, except as may be (i) reasonably necessary
or appropriate in the ordinary course of performing my duties as an employee of
the Company, (ii) known generally to the public (or than as a result of
disclosure by me in violation of this Section 4), or (iii) legally
required.


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


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



 18
 









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


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


        I
understand that, in accordance with Section 2872 of the California Labor
Code, the assignment provisions in this paragraph 7 do not apply to
inventions for which no equipment, supplies, facility, or trade secret
information of the Company was used, which were developed entirely on my own
time, and (i) which do not relate (a) to the business of the Company
or (b) to the Company’s actual or demonstrably anticipated research or
development or (ii) which do not result from any work performed by me for
the Company.


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


        9.     I
agree that in addition to any other rights and remedies available to the
Company for any breach by me of my obligations hereunder, the Company will be
entitled to enforcement of my obligations hereunder by court injunction.


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


        11.   This
Agreement will become effective as of the commencement of my employment with
the Company.


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



 19
 









        13.   This
Agreement will be governed in all respects by the laws of the State of
California. 


	
  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

  



 



 20
 









ATTACHMENT
I


Materials
or Documents of Former Employer

Not Generally Available to Public



 21
 









ATTACHMENT
II


Inventions
or Improvements Made Prior

to Engagement by Company



 22