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Exhibit 10.6    
    


 
 

STOCK VESTING AGREEMENT    
    


        This Stock Vesting Agreement (the "Agreement") is made as of the 30th day of June 2001, by and
between BIDZ.com, Inc., a California corporation (the "Company"), and Lawrence Kong, an individual ("Employee"), and is made with respect to the following facts: 


R E C I T A L S  


        A.    Employee
is the Chief Financial Officer of the Company. 


        B.    In
consideration for Employee's continued loyalty and service to the Company, the Company desires to issue 250,000 shares of the Company's common stock (the "Shares") to
the Employee, effective June 30, 2001, provided Employee's ownership of the Shares vests pursuant to the terms of this Agreement. 



        C.    The
parties have entered into this Agreement for the purpose of setting forth the terms of vesting of the Shares. 


        NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS: 


        1.    Issuance and Vesting of Shares.    In consideration for
Employee's continued loyalty and service to the Company, the Company hereby issues 250,000 shares of the Company's common stock (the "Shares") to Employee, effective June 30, 2001, subject to
the following conditions: Employee's ownership of the Shares will not vest and such Shares will be subject to forfeiture and cancellation until the earlier to
occur of (i) five years from the date of issuance, (ii) one year after the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended
(the "Act"), pursuant to which the Company becomes a publicly traded company on a United States public trading market (i.e. the NASD Small Cap Market, New York Stock Exchange, American Stock Exchange,
or equivalent market) or (iii) the date of a Liquidity Event as defined in Section 2 of this Agreement (collectively, the "Vesting Date"). Until the Vesting Date, Employee will not have
the power to vote or dispose of the Shares. If the Employee attempts to transfer the Shares or the Shares are subject to an involuntary transfer prior to the Vesting Date, then such Shares will be
deemed cancelled and forfeited; provided, however, that if the Employee dies prior to the Vesting Date, then the Shares will automatically vest and be conveyed into the estate of the Employee. 


        2.    Liquidity Event Defined.    A "Liquidity Event" means the
closing of an extraordinary transaction such as a sale of all or substantially all of the Company's assets, a merger of the Company with another company, the acquisition of the Company by another
company, the sale of a controlling interest in the voting stock of the Company, or the entry of the Company into a similar business combination or extraordinary transaction with another entity or
person. 


        3.    No Rights as a Shareholder.    Employee will have no rights as a
shareholder of any of the Shares until the date on which the Shares vest. 


        4.    Legend on Certificate.    Employee acknowledges that the Company
has the option, exercisable in its sole discretion, to endorse the certificate representing the Shares with the following legend: 



"THE
SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK VESTING AGREEMENT DATED JUNE 30, 2001 BY AND
BETWEEN THE SHAREHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY." 




        5.    Storage of Certificate.    The parties agree that the
certificate representing the Shares will be stored at the Company's principal office by the Secretary of the Company until the Shares vest, along 








with
a stock power signed by the Employee in the event a forfeiture and cancellation of such Shares occurs pursuant to this Agreement. 


        6.    Notices.    Any notice to be given to the Company under the
terms of this Agreement must be addressed to the Company in care of its Secretary at its principal office, and any notice to be given to the Employee under the terms of this Agreement must be
addressed to such Employee at the address
maintained by the Company for such Employee or at such other address at the Employee may specify in writing to the Company. 


        7.    Injunctive Relief    



        7.1    Damages Inadequate    


        Each
party acknowledges that it would be impossible to measure in money the damages to the other party if there is a failure to comply with any covenants and provisions of this
Agreement, and agrees that in the event of any breach of any covenant or provision, the other party to this Agreement will not have an adequate remedy at law. 


        7.2    Injunctive Relief    


        It
is therefore agreed that the other party to this Agreement who is entitled to the benefit of the covenants and provisions of this Agreement which have been breached, in addition to
any other rights or remedies which they may have, shall be entitled to immediate injunctive relief to enforce such covenants and provisions, and that in the event that any such action or proceeding is
brought in equity to enforce them, the defaulting or breaching party will not urge as a defense that there is an adequate remedy at law. 




        8.    Attorneys' Fees.    In the event that either party must resort
to legal action in order to enforce the provisions of this Agreement or to defend such action, the prevailing party shall be entitled to receive reimbursement from the nonprevailing party for all
reasonable attorney's fees and all other costs incurred in commencing or defending such action, or in enforcing this Agreement, including but not limited to post judgment costs. 



        9.    Choice of Law and Venue.    This Agreement is made and entered
into in the State of California. It is the intention of the parties that this Agreement will be subject to and will be governed by and construed in accordance with the internal laws of the State of
California without reference to its choice of law provisions. Any legal proceeding arising our of this Agreement will be brought only in a state of federal court of competent jurisdiction sitting in
the County of Los Angeles, State of California, and all parties hereto agree that venue will lie therein and agree to submit themselves to the personal jurisdiction of such court. 



        10.    Waivers.    If any party shall at any time waive any rights
hereunder resulting from any breach by the other party of any of the provisions of this Agreement, such waiver is not to be construed as a continuing waiver of other breaches of the same or other
provisions of this Agreement. Resort to any
remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which such party is entitled under this Agreement or otherwise. 


        11.    Binding Effect.    This Agreement and any amendment hereto,
will be binding upon the parties hereto, their successors, heirs, next of kin, executors, administrators, personal representatives, legal representatives, assignees, creditors, including receivers,
and all other persons with notice or knowledge of the provisions hereof. 


        12.    Severability.    The provisions of this Agreement are
independent of and severable from each other, and no provisions will be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part. Further, if a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable as written, such court may
interpret, construe, rewrite or revise such provision, to the fullest extent allowed by law, so as to make it valid and enforceable consistent with the intent of the parties hereto. 










        13.    Rights Cumulative.    All rights and remedies under this
Agreement are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance of performance of any provision of this Agreement, or in
exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time
and as often as deemed expedient. 


        14.    Construction.    The captions contained in this Agreement are
for convenience of reference only and are not to be considered in construing this Agreement. The language of this Agreement will be construed as to its fair meaning and not strictly for or against any
party. 


        15.    Entire and Sole Agreement.    This Agreement constitutes the
entire agreement between the parties and supersedes all agreements, representations, warranties, statements, promises and undertakings, whether oral or written, with respect to the subject matter of
this Agreement. This Agreement may be modified only by a written agreement signed by all parties. 


        16.    Counterparts.    This Agreement may be executed in any number
of counterparts, each of which will be deemed to be an original as against any party hereto whose signature appears hereon, and all of which will together constitute one and the same instrument. This
Agreement will become binding when one or more counterparts hereof, individually or taken together, bears the signatures of all of the parties reflected hereon as the signatories. 


        17.    Authority.    All signatories to this Agreement do hereby
declare that they have the authority to execute this Agreement on behalf of the parties to this Agreement. 



        IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the date first above written. 



	EMPLOYEE:	 	BIDZ.COM, INC.
	

/s/  LAWRENCE KONG      
 Lawrence Kong	
 	

By:	
 	

/s/  DAVID ZINBERG      
 David Zinberg, President













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Exhibit 10.6


STOCK VESTING AGREEMENT