ADVERTISING EXCHANGE AGREEMENT

This Agreement  is  entered  into the 21st day of December, 2000 (the "Effective
Date")

BETWEEN:

FETCHOMATIC  GLOBAL  INTERNET  INC. a corporation, with its principal offices at
1521  -  56th  Street,  Delta,  British  Columbia,  V4L  2A9

("fetchOmatic")

AND:

BIDBAY.COM  INC.,  a  corporation,  with  its principal offices at 7209 Foothill
Boulevard,  Tujunga,  CA  91042

("BidBay")

WHEREAS:

A.     BidBay  and  fetchOmatic  each  operate  a  web  site;  and

B.     Each  party  wishes to have the other party advertise on its web site and
to  be  advertised  at  the  other party's web site, on the terms and conditions
contained  in  this  Agreement.

NOW,  THEREFORE,  in  consideration  of  the  promises  and mutual covenants and
agreements  set  forth  herein,  the  parties  agree  as  follows:

                                    SECTION 1
                                   DEFINITIONS

1.1     FETCHOMATIC  WEBSITE  means  the  website  located  at  the  URL
www.fetchomatic.com  operated  by  fetchOmatic.

1.2     BIDBAY  WEBSITE  means  the  website  located at the URL www2.bidbay.com
operated  by  BidBay.

1.3     INCLUDING  means  including  without limitation to the generality of any
description,  definition,  term  or  phrase  preceding  that  word  and the word
"include"  and  its  derivatives  will  be  construed  accordingly.

1.4     BUILDING  means  an  image  of  a building, and the HTML code associated
therewith,  located at the fetchOmatic Website and labelled with a trade-mark or
brand  of  an  advertiser.

<PAGE>

1.5     DISTRICTS  means  the  eleven  web  pages  at  the  fetchOmatic  Website
accessible  from the main page of the fetchOmatic Website and labelled as one of
"Arts/Entertainment"; "Automotive"; "Business"; "Ecology"; "Industry"; "Health";
"Shopping";  "Sports";  "Town  Hall";  "Travel";  or  "University".

1.6     GEOGRAPHICAL DISTRICTS means the web pages at the BidBay Website devoted
to  shops  located  in  specific  geographic  regions  in  the  United  States.

1.7     TRADE  SECRETS  mean  information  that:

(a)     is  used  or  may  be  used  in  business  for any commercial advantage;

(b)     derives  independent economic value, actual or potential, from not being
generally  known to the public or to other persons who can obtain economic value
from  its  disclosure  or  use;

(c)     is  the  subject  of  reasonable  efforts  to  prevent  it from becoming
generally  known;  and

(d)     the  disclosure  of  which  would  result  in  harm or improper benefit.

                                    SECTION 2
                            FETCHOMATIC'S OBLIGATIONS

2.1     BUILDING  ADVERTISEMENT.  On  receipt  of  a  trademark  image  in Adobe
Illustrator or Photo Shop format  and the associated HTML code, fetchOmatic will
provide a Building branded with such  trademark.

2.2     DISTRICT  ADVERTISEMENT.  On  receipt of a 468 x 60 banner advertisement
and HTML code therefor (the "BidBay Banner") from BidBay, fetchOmatic will place
the  BidBay  Banner  in  rotation  for  display  on each of the Districts.  Such
advertisements  will appear on the lower portion of the web pages comprising the
Districts.

2.3     FETCHOMATIC ADVERTISEMENTS.  fetchOmatic will provide BidBay (i) a 120 x
60  advertisement  and  HTML  code  therefor (the "Button"); and (ii) a 230 x 33
banner  advertisement  and  HTML  code  therefor  (the  "fetchOmatic  Banner").

                                    SECTION 3
                              BIDBAY'S OBLIGATIONS

3.1     BUTTON  PLACEMENT.  On  receipt  of  the Button from fetchOmatic, BidBay
will  place  the  Button  on  each  and  every  web  page at the BidBay Website.

3.2     FETCHOMATIC  BANNER  PLACEMENT.  On  receipt  of the fetchOmatic Banner,
BidBay  will  place  the fetchOmatic Banner on each of the Geographic Districts.

3.3     BIDBAY  ADVERTISEMENTS.  BidBay  will provide (i) the BidBay Banner; and
(ii)  a  trade-mark  image  and  associated  HTML code therefor, to fetchOmatic.

<PAGE>

                                    SECTION 4
                                BIDBAY NEWSLETTER

4.1     PARTNERSHIP  ANNOUNCEMENT.  fetchOmatic  will prepare an announcement of
the partnership between fetchOmatic and BidBay (the "Announcement").  On receipt
of the Announcement, BidBay will place the Announcement in the BidBay newsletter
for  distribution  to  BidBay's  registrants.

                                    SECTION 5
                                     LICENSE

5.1     FETCHOMATIC LICENSE.  BidBay grants to fetchOmatic, for the term of this
Agreement  a  limited,  nonexclusive, royalty free license to copy and reproduce
the  trademark  and  associated  HTML  code,  and  the BidBay Banner provided to
fetchOmatic,  for  the  purposes  of  placing  such  on the fetchOmatic Website.

5.2     BIDBAY  LICENSE.  fetchOmatic  grants  to  BidBay,  for the term of this
Agreement  a  limited,  nonexclusive, royalty free license to copy and reproduce
the  fetchOmatic  Banner  and the Button for the purposes of placing such on the
BidBay  Website  and  to  the  Announcement  for  the  purposes  of  placing the
Announcement  in  the  BidBay  newsletter.

5.3     ALL  RIGHTS RESERVED.  Each party reserves all rights in its copyrighted
works  not  expressly  granted  in  this  Agreement.

                                    SECTION 6
                                 CONFIDENTIALITY

6.1     CONFIDENTIAL  INFORMATION.  Each party acknowledges that the other party
(the  "DISCLOSER")  may  disclose  to such party (the "RECIPIENT"), or allow the
Recipient  access  to, Trade Secrets and other information, in the possession of
the  Discloser  and owned by the Discloser or entities affiliated, associated or
related  to  the Discloser, or by their respective suppliers, customers or other
business  partners,  that  is  not  generally  known  to  the  public, including
financial  information,  legal,  corporate,  marketing,  product,  technical,
personnel,  customer  and  supplier  information  and  any other information, in
whatever  form  or  media,  specifically  identified  as  confidential  by  the
Discloser,  or the nature of which is such that it would generally be considered
confidential in the industry of the Discloser, or which the Discloser is obliged
to  treat  as  confidential  or  proprietary  (collectively,  "CONFIDENTIAL
INFORMATION").  The  Recipient  acknowledges  that  the Discloser's Confidential
Information  is  of  significant  value  to  the  Discloser.

6.2     LIMITATIONS.  The non-disclosure obligations of the Recipient under this
Section  will  not  apply  to  Confidential  Information which the Recipient can
establish:

(a)     is,  or  becomes,  readily  available to the public other than through a
breach  of  this  Section;

(b)     is  disclosed,  lawfully  and  not in breach of any contractual or other
legal  obligation,  to  the  Recipient  by  a  third  party;  or

<PAGE>

(c)     through  written  records, was known to the Recipient, prior to the date
of  first  disclosure  of  the  Confidential Information to the Recipient by the
Disclosure.

6.3     OWNERSHIP  OF CONFIDENTIAL INFORMATION.  The Recipient acknowledges that
Confidential  Information  is and will be the sole and exclusive property of the
Discloser  or  its  designate and that the Recipient will not acquire any right,
title  or  interest  in  or  to  any  Confidential  Information.

6.4     OBLIGATIONS.  The  Recipient  will  keep  all  Confidential  Information
strictly  confidential  and  will  take  all  necessary  precautions  against
unauthorized  use  or disclosure of the Confidential Information during the term
of  this  Agreement and for a period of 2 years thereafter.  Without limitation,
the  Recipient  will  not, and will take all reasonable steps to ensure that its
employees do not, directly or indirectly, disclose, allow access to, transmit or
transfer  the  Confidential Information to a third party without the Discloser's
consent,  or use or reproduce Confidential Information, in any manner, except as
reasonably  required  to fulfil the purposes of this Agreement.  Notwithstanding
the  foregoing, to the extent that the Recipient can establish it is required by
law  to  disclose  any  Confidential Information, it will be permitted to do so,
provided  that  notice of this requirement to disclose is first delivered to the
Discloser, so that it may contest this potential disclosure.  The Recipient will
ensure  that  all  copies  of  Confidential  Information  are clearly marked, or
otherwise  identified  as confidential and proprietary to the Discloser, and are
stored in a secure location while in the Recipient's possession, control, charge
or  custody.

                                    SECTION 7
                    WARRANTIES, COVENANTS AND INDEMNIFICATION

7.1     WARRANTIES  AND  COVENANTS  OF  GM.  Each party represents, warrants and
covenants  to  the  other  party  the  following:

(a)     that  it has the full power to enter into this Agreement and perform the
services  provided  for  herein;

(b)     to  the  best  of  its knowledge, the materials it provides to the other
party,  including  all  written  materials  and  advertisements,  including,  as
applicable,  the  Button,  the  Announcement, the BidBay Banner, the fetchOmatic
Banner  (collectively the "Materials") do not and will not infringe the property
rights  of  third  parties;  and

(c)     the  Materials provided to the other Party does not and will not contain
any libel, defamation, obscenity or pornography and will not constitute a breach
of  any  rights  of  privacy  or  publication  of  any  other party and will not
contravene  the  laws  of  any  jurisdiction.

7.2     NO  WARRANTIES.  EXCEPT  FOR THE LIMITED WARRANTIES SET FORTH IN SECTION
7.1,  EACH  PARTY  DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES  OF  MERCHANTABILITY,  NON-INFRINGEMENT  OF  THIRD  PARTY RIGHTS, AND
FITNESS  FOR  A  PARTICULAR  PURPOSE.  Without  limiting  the  generality of the
foregoing,  each  party

<PAGE>

makes  no  warranty  that access to its web site (the fetchOmatic Website or the
BidBay  Website,  as  appropriate)  will  be  uninterrupted,  timely,  secure or
error-free.

7.3     INDEMNITY.  Each party agrees to defend, indemnify and hold harmless the
other party and its directors, officers, its employees, sublicensees, and agents
from  and  against  all  claims,  defense costs (including reasonable attorneys'
fees),  judgments  and other expenses arising out of or on account of claims of:

(a)     alleged  infringement  or  violation of any intellectual property right,
Trade  Secret,  right  of  publicity  or  privacy  (including but not limited to
defamation) or other proprietary right with respect to the Materials provided to
the  other  party;

(b)     any  negligent act, omission, or wilful misconduct in the performance of
this  Agreement;  and

(c)     breach  of  its  obligations  under  this  Agreement.

7.4     OBLIGATIONS RELATING TO INDEMNITY.  Each party's obligation to indemnify
requires  that  the  other  party  notify the indemnifying party promptly of any
claim  as  to  which  indemnification  will  be  sought  and  provide reasonable
co-operation  in  the  defense  and  settlement  thereof.

                                    SECTION 8
                             LIMITATION OF LIABILITY

8.1     LIMITATION  ON  LIABILITY.  Except  as  provided  in this Agreement with
respect  to  third  party  indemnification,  neither party will be liable to the
other  party  for any incidental, consequential, special, or punitive damages of
any  kind or nature, including, without limitation, the breach of this Agreement
or  any termination of this Agreement, whether such liability is asserted on the
basis  of  contract,  tort  (including  negligence  or  strict  liability),  or
otherwise,  even if either party has warned or been warned of the possibility of
any such loss or damage.  In any event, each party's aggregate liability for all
costs,  losses and damages of the other party will be limited, in the aggregate,
to  the  lesser  of  (i)  actual  provable  damages  suffered;  or (ii) $500 US.

                                    SECTION 9
                                   TERMINATION

9.1     TERM.  The  term  of  this Agreement will commence on the Effective Date
and  continue  until  March  31,  2001.

9.2     RENEWAL.  The  Agreement  may  be  renewed by agreement of both parties.

9.3     ACTIONS  UPON  TERMINATION/EXPIRATION.  In  the  event of termination or
expiration  of  this  Agreement, without prejudice to any other rights which the
parties  may  have:

(a)     all  licenses  granted  hereunder  terminate;

<PAGE>

(b)     all  Materials  in the possession of a party provided by the other party
will  either  be (i) returned or (ii) destroyed within seven days of the date of
termination.

9.4     SURVIVAL.  In  the  event  of  any  termination  of  this Agreement, all
provisions  which  by  their  nature  extend  beyond  termination  or expiration
including  provisions  relating  to  warranties,  confidentiality,  indemnity,
limitation of liability, proprietary rights and payment obligations will survive
and  continue in effect and will enure to the benefit of and be binding upon the
parties,  their  successors  and  permitted  assigns.  The  termination  of  any
provision  of this Agreement will not excuse any prior breach of this Agreement.

                                   SECTION 10
                                  GOVERNING LAW

10.1     GOVERNING  LAW.  The  validity,  construction,  and performance of this
Agreement  will  be  governed  by  the  laws  of  British Columbia, excluding it
conflict  of  laws  rules.

                                   SECTION 11
                            MISCELLANEOUS PROVISIONS

11.1     ENTIRE AGREEMENT.  This Agreement contains the entire understanding and
agreement  of  the  parties with respect to the subject matter contained herein,
supersedes  all  prior  oral  or  written understandings and agreements relating
thereto except as expressly otherwise provided, and may not be altered, modified
or  waived  in  whole  or  in part, except in writing, signed by duly authorized
representatives  of  the  parties.

11.2     FORCE  MAJEURE.  If  the  performance  of any part of this Agreement by
either  party is prevented, hindered, delayed or otherwise made impracticable by
reason  of  any  flood,  riot,  fire,  judicial  or  governmental action, labour
disputes,  act  of  God, communication lines failures or any other causes beyond
the  reasonable control of either party, that party will be excused from such to
the  extent  that  it  is  prevented,  hindered  or  delayed  by  such  causes.

11.3     SEVERABILITY.  If any provision of this Agreement is held by a court of
competent  jurisdiction to be contrary to any law, the remaining provisions will
remain  in  full  force  and  effect  as  if  said  provision  never  existed.

11.4     WAIVER  AND  AMENDMENTS.  No  waiver, amendment, or modification of any
provision  of  this  Agreement  will  be  effective  unless consented to by both
parties  in  writing.  No  failure  or  delay  by either party in exercising any
rights,  power,  or  remedy under this Agreement will operate as a waiver of any
such  right,  power,  or  remedy.

<PAGE>

11.5     AGENCY.  The  parties  are  separate  and  independent  legal entities.
Nothing  contained  in  this  Agreement  will  be  deemed  to  constitute either
fetchOmatic  or BidBay  an  agent,  representative,  partner,  joint venturer or
employee  of  the other  party for any purpose.  Neither party has the authority
to  bind  the  other  or  to  incur any liability on behalf of the other, nor to
direct the employees of the  other.  No  employment  relationship  is created by
this  Agreement.

IN  WITNESS  WHEREOF,  this  Agreement is executed as of the Effective Date set
forth  above.

FETCHOMATIC  GLOBAL  INTERNET  INC.

Per: /s/ Jeffrey Dale Welsh
Jeffrey Dale Welsh
Authorized  Signatory
President and CEO
Name/Title

BIDBAY.COM  INC.

Per: /s/ signed
George Tannous
Authorized  Signatory
Name/Title