Exhibit 10.1

                               MATERIAL CONTRACTS

              INTERNET SERVICES AGREEMENT FOR DEVELOPMENT, HOSTING,
                       AND MAINTENANCE OF AN INTERNET SITE


         THIS  SERVICES  AGREEMENT  (the  "Agreement")  is  entered  into  as of
December 30, 1999 (the  "Effective  Date") by and between  Integrated  Concepts,
Inc. ("ICI"),  a Texas  Corporation,  with offices located at 14683 Midway Road,
Suite 200,  Addison,  Texas 75001 and  GimmeaBid.com  Inc.,  by and on behalf of
itself and its affiliates  ("collectively  GBC"), a Delaware  Corporation,  with
offices located at 176 World Trade Center,  2050 Stemmons Freeway Dallas,  Texas
75342.

         WHEREAS,  ICI provides a variety of technical  services relating to the
development  and integration of software into Internet  applications  and to the
hosting and maintenance of Internet sites;

         WHEREAS,  GBC desires to establish a  wholesale/retail  presence on the
Internet  with  three  (3),  World  Wide Web  (WWW)  sites  providing  a digital
marketplace.

         WHEREAS,  GBC has requested  that ICI develop,  host, and maintain such
Internet sites for GBC;

         NOW,  THEREFORE,  in consideration  of the above premises,  the parties
hereby agree as follows:

1.       Definitions.  The  terms  used in this  Agreement  have  the  following
         meanings:

         1.1  Additional Work Order.  The term  "Additional  Work Order" means a
              work order that is entered into by the parties  subsequent  to and
              in accordance with this Agreement.

         1.2  Confidential  Information.  The  term  "Confidential  Information"
              means any written or oral  information,  including but not limited
              to,  documentation  and other tangible or intangible  discoveries,
              ideas,  concepts,  software,  designs,  drawings,  specifications,
              techniques,  models,  information  data, source code, object code,
              diagrams,  flow charts,  procedures and "know-how" supplied by one
              party to the other.

         1.3  Deliverables.  Deliverables are items identified in the Initial or
              Additional Work Orders and/or the  Maintenance  Agreement as being
              constructed   by  ICI  and   delivered  to  GBC  pursuant  to  the
              specifications in the Initial or Additional Work Orders and/or the
              Maintenance Agreement.

         1.4  Developments.  The  term  "Developments"  means  all  Deliverables
              provided by ICI to GBC under the terms of this Agreement,  as well
              as all inventions,  improvements,  discoveries, methods, services,
              software, documents,  materials, and works of authorship,  whether
              patentable or  copyrightable  or not, that are associated with the
              Deliverables  and that are created,  made,  conceived,  reduced to
              practice,  or suggested by ICI,  individually or jointly with GBC,
              during the term of this Agreement.

         1.5  Initial Work Order.  The term  "Initial Work Order" means the work
              order  that  is  entered  into  by the  parties  as  part  of this
              Agreement. The Initial Work Order is provided in Exhibit A.

         1.6  Intellectual  Property  Rights.  The term  "Intellectual  Property
              Rights"  means any and all rights that may exist from time to time
              in a  specified  jurisdiction  under  patent law,  copyright  law,
              publicity   rights  law,  moral  rights  law,  trade  secret  law,
              trademark   law,   unfair   competition   law,  or  other  similar
              protections.

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         1.7  Trademarks.  The term  "Trademarks"  means any and all trademarks,
              trade names, logos,  service marks, quality designations and other
              proprietary  words and symbols  that either party uses to identify
              its products, services, or business.

         1.8  Maintenance Agreement. The term " Maintenance Agreement" means the
              agreement for maintenance of the Deliverables that is entered into
              by  the  parties  as  part  of  this  Agreement.  The  Maintenance
              Agreement is provided in Exhibit B.

         1.9  Web.  The term "Web"  means that part of the  Internet  called the
              World Wide Web, which uses the hypertext markup language  ("HTML")
              and hypertext transport protocol ("HTTP") and their derivatives or
              equivalents.

         1.10 Web Page.  The term "Web Page" means an  HTML-based  computer file
              that is designed to be  exhibited  on the Web and  includes  text,
              graphics, or forms.

         1.11 Web Site. The term "Web Site" means a group of Web Pages, together
              with supporting files and programming.

         1.12 Year 2000 Compliant. The term "Year 2000 Compliant" means that the
              item described will manage and manipulate data involving dates and
              will include the proper century  designation in date-related  user
              and  data  interface   functionality,   including  single  century
              formulas,  multi-century  formulas,  and leap years,  and will not
              abnormally  terminate or provide invalid or incorrect results as a
              result  of  date  data   representing  or  referencing   different
              centuries or more than one century.

2.       Services to be Performed by ICI. ICI will perform  services and provide
         the  Deliverables  described in the Initial Work Order, the Maintenance
         Agreement,  and any Additional Work Orders entered into by the parties.
         The Initial  Work Order will consist of Phases 1-5 with a total cost to
         GBC of $1,496,849.  ICI will use all reasonable  efforts to provide the
         Deliverables  for each  milestone  specified in the Initial Work Order,
         the  Maintenance  Agreement,  and any Additional Work Orders within the
         milestone scheduled completion period for each Phase.

         2.1  Right to Subcontract. ICI may assign or subcontract its work to be
              performed  under this  Agreement  to one or more  qualified  third
              parties who may be  operating on a  consulting  or  subcontracting
              basis for ICI.

         2.2  Modification  of  Services.  Services may be added or changed from
              time  to  time  upon  both  parties'  execution  of a  revised  or
              supplemental  version of the Initial Work Order or the Maintenance
              Agreement,  and/or upon both parties  entering  into an Additional
              Work Order.

3.       Delivery and  Acceptance.  Upon the completion of each  milestone,  ICI
         will  deliver  all  Deliverables  for  the  Phase  to GBC  for  written
         acceptance  in a milestone  and  delivery  acceptance  agreement at the
         Technical  Interchange  Meeting  between  the parties as defined in the
         Initial Work Order,  the  Maintenance  Agreement,  and/or an Additional
         Work  Order.  The total cost to develop  the  Deliverables  within each
         milestone shall not exceed $100,000.  At the meeting, GBC will give any
         reason for rejection of the Deliverables in reasonable detail. ICI will
         use reasonable efforts to correct any deficiencies or  non-conformities
         and promptly  resubmit the rejected items.  GBC will have the option to
         request   up  to,   two   (2)   revisions   of  any   deficiencies   or
         non-conformities  per each milestone and must respond to any resubmital
         within  five (5)  business  days.  Failure to respond  within  five (5)
         business days will mean the milestone has been accepted without defects
         by GBC.

4.       Compensation.  GBC will pay ICI for work  performed in accordance  with
         the Initial Work Order, the Maintenance  Agreement,  and any Additional
         Work  Orders  entered  into by the  parties,  and for  additional  work
         mutually agreed upon by the parties.

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         4.1  Initial  Payment.  Upon execution of this Agreement,  GBC will pay
              ICI an Initial  Payment of  $100,000.00 of the Total Fee set forth
              in the Initial  Work Order.  The Initial  Payment  will be applied
              against subsequent services provided by ICI in accordance with the
              Initial Work Order. In addition to the Initial  Payment,  GBC will
              transfer  ownership and assign  200,000 shares of GBC common stock
              and all  registration  rights for the  common  stock at a value of
              $5.00 per share to ICI upon execution of this Agreement.

              In the event  that GBC  completes  a initial  public  offering  by
              filing the  appropriate  documentation  with the US Securities and
              Exchange  Commission;  ICI  shall  have  the  right  to (i)  sell,
              transfer, assign, or otherwise dispose of 100,000 shares of common
              stock at the time GBC's common stock becomes  available for public
              trading and (ii) sell,  transfer,  assign, or otherwise dispose of
              100,000 shares of common stock after the one year anniversary date
              of the  initial  public  offering.  GBC  warrants  that ICI  shall
              irrevocably  have no  restrictions  or  limitations  on the common
              stock except those  mutually  agreed to by both parties and except
              those that are in  compliance  with  applicable  federal and state
              securities  laws.  In the event GBC does not  complete its initial
              public  offering,  ICI shall  have the right to  present a written
              request to GBC to purchase the 200,000 shares of common stock from
              ICI at a price to be mutually  agreed to by both parties and shall
              not be less  than the  value of the  common  stock as set forth in
              Section 4.1 Initial  Payment.  Further,  GBC shall not  reasonably
              withhold  written  consent  to comply  with the  purchase  request
              presented by ICI and warrants and represents  that the transaction
              shall  take  place not  later  than  thirty  (30) days from a date
              mutually agreed to by both parties.

         4.2  Further  Initial  Payments.   Unless  otherwise  specified  in  an
              Additional  Work Order,  GBC will upon execution of the Additional
              Work  Order  pay ICI a  Further  Initial  Payment  equal  to fifty
              percent  (50%) of the Total Fee set forth in the  Additional  Work
              Order. In addition,  upon  modification of an existing Work Order,
              GBC will pay ICI a Further Initial Payment equal to fifty (50%) of
              any increase in the Total Fee for the Work Order.

         4.3  Maintenance  Fee.  Beginning one year after the  completion of the
              Deliverables  as set forth in the  initial  Work  Order  following
              execution of this  Agreement,  GBC will in  consideration  for the
              services  performed  by ICI in  accordance  with  the  Maintenance
              Agreement  pay ICI an  Annual  Maintenance  Fee  equal to  fifteen
              percent  (15%) of the  Total  Fee set  forth in the  Initial  Work
              Order.  ICI  will  invoice  GBC for  the  Annual  Maintenance  Fee
              annually,  beginning  one year  after the  completion  date of the
              Deliverables  as set  forth  in the  Initial  Work  Order  and any
              Additional Work Orders following the execution of the Agreement.

         4.4  Invoicing. For each milestone, ICI will submit invoices to GBC for
              services  furnished and other  expenses  covered by the Agreement.
              All invoices  will  specifically  refer to the Phase to which they
              relate and will separately set forth-additional  expenses, and all
              applicable taxes, if any, authorized by GBC for reimbursement.

         4.5  Additional Work. Unless otherwise agreed in advance, any follow-on
              or additional work not described in a Work Order will be performed
              by ICI on a time and material  basis at ICI's  then-current  rates
              for such work.

         4.6  Payment.  Payment will be made by GBC within 15 days of receipt of
              ICI's  invoice.  GBC  agrees  to pay a late  charge  of one  (1.5)
              percent per month on amounts not timely paid and to be responsible
              for any collection fees.

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5.       Ownership Rights.
         ----------------

         5.1  Ownership  of  Developments.  Except  as set  forth  below in this
              Section 5, ICI will own all Intellectual Property Rights in and to
              the Developments produced or provided by ICI under this Agreement.
              To the extent GBC has any interest in Intellectual Property Rights
              to the Developments,  GBC agrees to assign, and upon its creation,
              automatically  assigns to ICI the  ownership of such  Intellectual
              Property   Rights   without   the   necessity   of   any   further
              consideration.  GBC will fully cooperate with ICI by executing and
              delivering to ICI all applications, certificates, instruments, and
              other documents requested by ICI in order to obtain any patents or
              copyright  registrations for the Developments in the United States
              or foreign countries.

         5.2  GBC License. The parties contemplate that the Deliverables will be
              initially hosted on ICI's equipment. Effective upon the payment of
              fees  and   expenses   invoiced   by  ICI  with   respect  to  the
              Deliverables,  GBC  will  have a  nonexclusive  and  royalty  free
              license ("GBC License") under the Intellectual Property Rights for
              such use of the  Deliverables.  Pursuant to this license,  GBC may
              connect to the Web Site through the  Internet  and alter  products
              and service  offerings and assorted  information.  In no case will
              GBC be provided  with direct  access,  by modem or  otherwise,  to
              ICI's  computer  system,  other  than  access  that  is  generally
              available  to third  parties  through  the  Internet.

         5.3  License  Option.  Effective  upon  the  payment  of the  fees  and
              expenses  invoiced by ICI with  respect to the  Deliverables,  GBC
              will have a  nonexclusive  license ("GBC Site License") to install
              and use the Deliverables in machine-readable form at a single site
              within GBC's organization.  Pursuant to such license, GBC may make
              additional copies of the  Deliverables,  modify,  alter,  enhance,
              update  or  upgrade  the   Deliverables   for   internal  use  and
              installation  by GBC. ICI will also make available the source code
              version of the  Deliverables,  as  requested  by GBC, for internal
              support and  maintenance  purposes  only. GBC agrees to treat such
              source code as  Confidential  Information of ICI. In the event GBC
              exercises  its  option,  GBC may at its  sole  discretion  modify,
              alter,  enhance,  update  or  upgrade  such  source  code,  and is
              cautioned  that migrating the  Deliverables  to a GBC platform may
              disrupt  or impair the  functioning  of the  Deliverables.  In the
              event  GBC  does  migrate  the  Deliverables,   ICI  will,  unless
              otherwise agreed in advance,  provide technical support assistance
              during such migration on a follow-on or additional work basis. GBC
              will be solely responsible for obtaining any third-party  licenses
              required to have full  functionality  of the Deliverables at GBC's
              site.

         5.4  Suspension of Licenses.  The GBC License,  option for the GBC Site
              License,  and/or GBC Site License will be suspended  automatically
              upon  non-payment  by GBC  of  the  any  fees  invoiced  by ICI in
              accordance  with this  Agreement.  Suspension  of the GBC License,
              option for the GBC Site License,  and/or GBC Site License will not
              relieve GBC of its payment obligations to ICI.

         5.5  GBC  Property.  All  right,  title,  and  interest  in  and to any
              graphics  uniquely  associated  with GBC,  data  relating to GBC's
              business,  and data  collected by GBC through the Web Site are and
              will remain or become the property of GBC.

         5.6  Trademarks.  Each party will retain full and  exclusive  right and
              control over its  Trademarks.  Neither party is granted any rights
              to own or use the  Trademarks  of the other  party and  nothing in
              this  Agreement  will be deemed to grant  either  party any right,
              title, or interest in the Trademarks of the other. To the extent a
              party  obtains  any rights in the  Trademarks  of the other,  that
              party  agrees  to  assign,   and  upon   obtaining   such  rights,
              automatically  assigns  the rights  back to the other  without the
              necessity of any further consideration.

         5.7  Third  Party  Interest.  GBC's  interest in and  obligations  with
              respect to any programming, materials, or data to be obtained from

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              third-party  vendors,  whether or not obtained with the assistance
              of ICI, will be determined in accordance  with the  agreements and
              policies of such vendors.


6.       Confidentiality.
         ---------------

         6.1  GBC Acknowledgment.  GBC acknowledges that in order to perform the
              services  called for in this  Agreement,  it will be necessary for
              ICI to disclose to GBC certain  Confidential  Information that has
              been  developed  by ICI at great  expense  and  that has  required
              considerable  effort  on the part of  skilled  professionals.  GBC
              further   acknowledges  that  the  Deliverables  will  necessarily
              incorporate such Confidential Information.

         6.2  ICI  Acknowledgment.  ICI acknowledges that customer data provided
              or collected by GBC represents Confidential Information of GBC.

         6.3  Duty to Keep  Confidential.  Each party  agrees  not to  disclose,
              transfer,   use,  copy,  or  allow  access  to  any   Confidential
              Information  of the other  party  except as  provided  under  this
              Agreement.  In no event will either  party  disclose  Confidential
              Information  of  the  other  party  to  any   competitors  of  the
              disclosing party.

         6.4  Limitation.   Neither   party   will   have   an   obligation   of
              confidentiality  with  respect to any portion of the  Confidential
              Information of the other party that:  (1) the receiving  party can
              establish with documentary  evidence that it independently knew or
              developed without using  information  obtained from the disclosing
              party;  (2) the  receiving  party  lawfully  obtained from a third
              party  under  no  obligation  of  confidentiality;  or (3)  became
              available  to the  public  other  than  as a  result  of an act or
              omission of the receiving  party or any of its employees,  agents,
              representatives, or contractors.

7.       Web Page Content.  GBC will have sole responsibility for all content in
         its Web Pages and for all information or data disseminated thereby.

         7.1  Responsibility  for  Images.  GBC  accepts  final  responsibility,
              except for ICI's development  credit, for the selection and use of
              all  creative,   audiovisual,   and  personal  works  and  images,
              including graphics, text, formats, characters, icons, information,
              data, sound recordings,  links, and Trademarks (collectively,  the
              "Images"), which are included in any Web Pages.

         7.2  Responsibility  for Disclaimers.  GBC will have the sole right and
              responsibility,  except for in connection  with ICI's  development
              credit,  to determine  the scope of copyright  notices,  Trademark
              notices, date of release warnings that information may not be kept
              up-to-date,  content  disclaimers  and  limitations  of liability,
              statements of policy  regarding  permitted uses,  instructions for
              contacting  GBC  if  additional   use  is  sought,   and  warranty
              disclaimers  for offered  goods and  services  (collectively,  the
              "Disclaimers"), included at its Web Site

         7.3  Approval by GBC. ICI agrees not to make GBC's Web Pages accessible
              to the public until after they are approved by GBC. Following such
              approval,  ICI agrees  not to modify  GBC's Web Site  (except  for
              routine or technical modifications such as spelling corrections or
              link changes) without approval of GBC.

         7.4  Right of Refusal.  ICI reserves the right, in its sole discretion,
              to refuse to include in any Web Page created under this  Agreement
              any content that ICI, in its sole discretion,  deems inappropriate
              or suspect  under  applicable  laws or community  standards.  This
              includes,  without limitation,  copyright  infringement,  material
              legally  judged  threatening  or obscene or material  protected by
              trade secret or other Intellectual  Property Right. However, it is
              expressly  acknowledged that ICI is a service technician only, and
              not  an  editor,   manager,   or   publisher,   of  any  features,
              contributions,  or content selected, used, or approved by GBC. ICI

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              has,  and can be  expected  to  exercise,  no  control  over  such
              matters. ICI specifically denies any responsibility for screening,
              policing, editing, or monitoring such content.

         7.5  Development  Credit.  ICI may place its own Trademarks on the home
              page of the Web Site designed or developed under this Agreement so
              as to  identify  ICI's  work on such  Web  Page,  along  with  any
              disclaimer ICI or its legal counsel deems  necessary or advisable.
              In addition, ICI may include hypertext links from the initial home
              page of the Web Site created  hereunder to ICI's Web Site and home
              page.

8.       Web  Site  Hosting.  ICI will  provide  Web Site  hosting  services  in
         accordance  with  the  Initial  Work  Order,  the Use  and  Maintenance
         Agreement,  and any Additional Work Orders entered into by the parties.
         ICI's hosting standards will conform to applicable industry standards.

         8.1  Traffic  Reporting.  ICI will configure its web servers to capture
              standard visitor log information  needed to provide reports to GBC
              in  accordance  with  the  Initial  Work  Order,  the  Maintenance
              Agreement,  and any  Additional  Work Orders  entered  into by the
              parties. At GBC's request,  ICI can help interpret the reports and
              make recommendations to GBC based on the reports.

         8.2  Credit Card Clearing and  Authorization  All credit card, bank and
              other financial  institutions and agencies used in connection with
              the Web  Site to  authorize,  clear,  or  otherwise  approve  user
              transactions  will be  directed  by the  developed  software,  the
              credit card  clearing and  authorizations  will be directed by ICI
              for three years from the date of this  contract.  If GBC continues
              to contract with the clearing or authorizing  company  utilized by
              ICI's software  solutions  under this  contract,  the clearing and
              authorization transactions will continue to be represented by ICI.

         8.3  Security.  ICI  will  take  all  reasonable  measures  to  prevent
              unauthorized  access  to GBC's  Web Site,  any  database  or other
              sensitive  material  generated from or used in connection with the
              Web Site.  ICI will notify GBC of any known  security  breaches or
              vulnerabilities.

         8.4  Suspension of Hosting Services. ICI reserves the right at any time
              without notice to GBC to suspend or terminate hosting services for
              the Web Site or remove one or more Web Pages if ICI becomes  aware
              of  or  reasonably   suspects   inappropriate  use,  display,   or
              transmission of information on or from the Web Site.

9.       Indemnification.
         ---------------

         9.1  Indemnification  of ICI.  GBC, at its own  expense,  will  defend,
              indemnify,   and  hold  harmless  ICI,  its  agents,   affiliates,
              successors,  and  assigns  with  respect  to any  claim or  action
              brought  against  ICI,  its agents,  affiliates,  successors,  and
              assigns  arising  out  of or in  connection  with  the  operation,
              condition,  or content,  including  without  limitation Images and
              Disclaimers,  of GBC's Web Pages or Web Site,  any use of Internet
              facilities  conducted  or  permitted  by GBC,  the  conduct of any
              business,   advertising,   marketing,   or  sales  in   connection
              therewith,  any breach of warranty,  and any  negligent or illegal
              act  or  omission  of GBC  or  any  of  its  agents,  contractors,
              servants, employees, or other users or accesses. ICI will promptly
              notify GBC of any such claim, will provide  reasonable  assistance
              in connection with the defense and/or settlement thereof, and will
              permit GBC to control the defense and/or settlement thereof.

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         9.2  Indemnification  of GBC.  ICI  represents  that to the best of its
              knowledge,  all software included in the Deliverables,  except for
              that  for  which  GBC  is   responsible,   do  not   infringe  any
              Intellectual Property Rights of any third party, nor has any claim
              of such  infringement been threatened or asserted against ICI. ICI
              agrees, at its own expense, to defend, indemnify and hold harmless
              GBC and its  employees  and agents  from and  against  any and all
              claims,  actions,  damages,  and  other  liabilities  caused by or
              arising  from  any  known  infringements  by the  software  in the
              Deliverables.  GBC will  promptly  notify ICI of any  infringement
              claim for  which  GBC is  seeking  indemnification,  will  provide
              reasonable  assistance  in  connection  with  the  defense  and/or
              settlement  thereof,  and will  permit ICI to control  the defense
              and/or settlement thereof.


10.      Warranty.
         --------

         10.1     GBC Warranties.
                  --------------

              10.1.1 Web Page Content.  GBC  represents and warrants that GBC is
                     authorized and has the right: (1) to provide the product or
                     services  to be  advertised;  and  (2)  to  use  any  copy,
                     illustration,   personal  or  corporate  name,  copyrighted
                     material,  graphic or pictorial  reproduction,  Trademarks,
                     endorsements, language, links, Images, Disclaimers, and any
                     additional content or items used in the Web Site.

              10.1.2 Indemnification  Funding.  GBC represents and warrants that
                     to the  extent it is not  sufficiently  capitalized  at any
                     time to  itself  fully  and  completely  bear  the  cost of
                     defending and  indemnifying  ICI as required by Section 9.1
                     of this  Agreement,  it will maintain  insurance to provide
                     any  additional  funding  necessary to fully and completely
                     defend and indemnify ICI.

         10.2     ICI Warranties.
                  --------------

              10.2.1 Performance of Services. Services provided by ICI hereunder
                     will be performed in a professional and workmanlike  manner
                     and will  substantially  conform  with the  description  of
                     services set forth in the Initial  Work Order,  the Use and
                     Maintenance  Agreement,  and  any  Additional  Work  Orders
                     entered into by the parties.

              10.2.2 Year 2000  Warranty.  ICI  represents and warrants that the
                     Deliverables will be Year 2000 Compliant.


         10.3 Exclusions. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ALL SERVICES AND
              DELIVERABLES  ARE  PROVIDED BY ICI  WITHOUT  WARRANTY OF ANY KIND,
              INCLUDING,    WITHOUT   LIMITATION,   ANY   WARRANTY   OF   TITLE,
              MERCHANTABILITY,  OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
              SHALL  ICI  BE  LIABLE  FOR  INDIRECT,  SPECIAL,   INCIDENTAL,  OR
              CONSEQUENTIAL  DAMAGES,  INCLUDING,  WITHOUT  LIMITATION,  LOSS OF
              PROFITS OR  INTERRUPTION  OF  BUSINESS,  WHETHER  SUCH DAMAGES ARE
              ALLEGED IN TORT, CONTRACT,  INDEMNITY, OR OTHERWISE,  EVEN IF SUCH
              PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.


         10.4 Limitation of Liability. In no event will ICI be liable to GBC for
              any amount in excess of the fees  actually  paid by GBC to ICI for
              services provided hereunder. The foregoing limitation includes and
              applies to, without  limitation,  any liability arising out of the
              performance  or failure to perform of any hardware,  software,  or

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              Internet connection, from any errors, omissions,  interruptions in
              or failure to provide Internet service;  from interruptions in Web
              Page  availability;  from the  consequences  of  computer  viruses
              transferred over the Internet or otherwise;  or from communication
              line failure,  breach of security due to use of the  Internet,  or
              any loss of information or confidentiality due thereto.

11.      Term and Termination.
         --------------------

         11.1 Term.  This Agreement will commence on the Effective Date and will
              continue  until  terminated by either  party.  ICI or GBC may each
              terminate this Agreement,  with or without cause, at any time upon
              thirty- (30) days' prior notice. If the Agreement is terminated by
              ICI before the  completion  of any work  offsetting  to an Initial
              Payment, ICI will refund to GBC the amounts  corresponding to work
              not yet performed.

         11.2 Licenses. The GBC License, option for the GBC Site License, and/or
              GBC Site License will automatically  terminate upon termination of
              this Agreement.

         11.3 Survival.  Those rights and obligations  which by their nature are
              intended to survive  expiration or  termination  of this Agreement
              shall survive the expiration of this Agreement,  including without
              limitation Sections 5, 6, 9, 10, 11, and 12.

12.      Miscellaneous Provisions.
         ------------------------

         12.1 No Agency. The parties are independent contractors, and nothing in
              this Agreement will be construed to create any employment, agency,
              franchise,  joint  venture,  partnership,  or other  similar legal
              relationship  between the  parties.  Neither  party is granted any
              authority  under this  Agreement to enter into  agreements  of any
              kind on behalf  of the other  party,  or to bind or  obligate  the
              other party in any manner to any third party.

         12.2 No Conflict of Interest.  Each party  represents and warrants that
              it has full power and authority to undertake its obligations under
              this  Agreement,  and  that  it has not  entered  into  any  other
              agreement, nor will it enter into any other agreement,  that would
              render it incapable of  satisfactorily  performing its obligations
              hereunder  or that would  place it in a position  of  conflict  of
              interest or be inconsistent with its obligations hereunder.

         12.3 No Assignment.  Each party represents that it is acting on its own
              behalf and is not acting as an agent for or on behalf of any third
              party,  and  further  agrees  that it may not assign its rights or
              obligations  under this Agreement without prior written consent of
              the other party. Any attempt by one party to assign,  delegate, or
              otherwise  transfer  this  Agreement  in violation of this section
              will be void.

         12.4 Notice. Any notice,  approval, or other communication  required or
              permitted  under this Agreement  between the parties will be given
              in writing and will be sent by telex, telefax, electronic mail, or
              airmail, postage prepaid, to the address specified below or to any
              other address that may be  designated by prior notice.  If to ICI,
              14683 Midway Road,  Suite 200,  Addison,  Texas 75001,  Attn:  Dan
              Allen, facsimile number (972) 726-6307. If to GBC, 176 World Trade
              Center 2050 Stemmons  Freeway  Dallas,  Texas;  Attn.:  J. Michael
              Wood, facsimile number 214-752-6071

         12.5 Compliance  With Law.  Each party agrees that it shall comply with
              all applicable laws and regulations of local,  state,  and federal
              governmental  bodies or  agencies  in its  performance  under this
              Agreement.

         12.6 Governing Law. THIS AGREEMENT WILL BE INTERPRETED  AND ENFORCED IN
              ACCORDANCE  WITH  THE  SUBSTANTIVE  LAWS OF THE  STATE  OF  TEXAS,

<PAGE>

              WITHOUT  REGARD  TO  THE  CHOICE  OF  LAW  RULES,   STATUTES,   OR
              REGULATIONS  OF THIS OR ANY  JURISDICTION,  AS THOUGH ENTERED INTO
              BETWEEN TEXAS  RESIDENTS AND TO BE PERFORMED  ENTIRELY  WITHIN THE
              STATE OF TEXAS.

         12.7 Jurisdiction  and Venue.  Suit to enforce  this  Agreement  or any
              provision  thereof  will be  brought  exclusively  in the state or
              federal  courts  located  in or having  jurisdiction  over  Dallas
              County,  Texas.  Each party consents to jurisdiction  and venue in
              such  court  and  waives  any  defense  of  forum  non-conveniens,
              improper venue, and lack of personal jurisdiction.

         12.8 No Waiver.  Neither  party shall,  by mere lapse of time,  without
              giving notice or taking other action hereunder,  be deemed to have
              waived any breach by the other party of any of the  provisions  of
              this  Agreement.   Further,  the  waiver  by  either  party  of  a
              particular  breach of this Agreement by the other shall neither be
              construed as nor constitute a continuing  waiver of such breach or
              of other  breaches  of the  same or any  other  provision  of this
              Agreement.

         12.9 Severability.  Any holding that a provision  of this  Agreement is
              unenforceable,  in whole or in part,  will not affect the validity
              of the other provisions of this Agreement.

         12.10Force  Majeure.  Neither  party  shall be in default if failure to
              perform any  obligation  hereunder is caused solely by supervening
              conditions beyond that party's reasonable control,  including acts
              of God, civil commotion, strikes, labor disputes, and governmental
              demands or requirements.

         12.11Scope of the Agreement.  The parties hereto  acknowledge that each
              has read this Agreement, understands it, and agrees to be bound by
              its terms.  The parties  further agree that this  Agreement is the
              complete  and  exclusive  statement of the  agreement  between the
              parties  and   supersedes   all   proposals   (oral  or  written),
              understandings,     representations,    conditions,    warranties,
              covenants,  and  all  other  communications  between  the  parties
              relating to this subject matter.

         12.12Amendment.  This  Agreement  may be amended  only by a  subsequent
              writing that  specifically  refers to this  Agreement  and that is
              signed by both  parties,  and no other act,  document,  usage,  or
              custom shall be deemed to amend this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective duly authorized representatives as set forth below:


INTEGRATED CONCEPTS, INC.                   GIMMEABID.COM, INC.
14683 Midway Road, Suite 200                174-G World Trade Center
Addison, Texas 75001                        2050 Stemmons Freeway
                                            Dallas, Texas 75342-0132


By:___(signature)_____________________      By:
                                               -------------------------

Title:____________________________          Title:
                                                   ---------------------

Date:____________________________           Date:
                                                  ----------------------