PROMOTIONS AGREEMENT

THIS PROMOTIONS  AGREEMENT (the "Agreement") is made as of: March 30, 2002 (the
"Effective  Date") by and between  EBAY INC.,  a Delaware  corporation  with its
principal place of business at 2145 Hamilton Avenue, San Jose CA 95125 ("eBay"),
and  Nicklebys.com,  Inc. a Colorado  corporation  with its  principal  place of
business  at  12441  West  49th  Street,   Suite  One,  Wheat  Ridge,  CO  80033
("Sponsor").

1.   CERTAIN DEFINITIONS.
     --------------------

     1.1  "eBay   Content"   means  the  eBay  creative   collateral   for  eBay
          ----------------
          advertisements, in any medium, provided by eBay for display by Sponsor
          on the  Sponsor  Page(s)  or offline  marketing  as  provided  in this
          Agreement, excluding consent provided by eBay Users.

     1.2  "eBay  Marks" mean the eBay  domain  names,  trademarks  and logos and
          -------------
          other branding elements used in the performance of this Agreement.

     1.3  "eBay  Site"  means  the web  site  owned  and  operated  by eBay  and
          ------------
          accessible  at  www.ebay.com  and   www.ebaystores.com.   "eBay  Site"
                          ------------
          includes  eBay  Premier  but does not  include  any  current or future
          domestic  co-branded  properties or international  properties in which
          eBay  currently   participates  or  may  participate  in  the  future,
          including but not limited to Sothebys.com.

     1.4  "eBay User" means any person who accesses any page on the eBay Site.
          -----------

     1.5  "GMS"  means  the  gross  merchandise  sales of  Sponsor  items on the
          -----
          Sponsor Page(s) or eBay Site.

     1.6  "Marks" means the Sponsor Marks or eBay Marks, as applicable.
          -------

     1.7  "Promotional   Placements"   means  the  promotional   placements  and
          --------------------------
          activities.

     1.8  "Sponsor Content" means any and all Sponsor-related materials provided
          -----------------
          by Sponsor appearing on the eBay Site, including materials provided on
          behalf of Sponsor vendors and promotional content provided to eBay for
          display on the eBay Site.

     1.9  "Sponsor  Marks" means the Sponsor domain names,  trademarks and logos
          ----------------
          and other branding elements used in the performance of this Agreement.

     1.11 "Sponsor  Services"  means the  services  to be provided by Sponsor in
          -------------------
          connection with this Agreement,  related to Sponsor's selling of items
          via the Sponsor Page (as defined below).

2.   DEVELOPMENT AND IMPLEMENTATION.
     -------------------------------

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     2.1  Sponsor Page  Development.  Within  thirty (30) days of the  Effective
          --------------------------
          Date and in accordance  with eBay's  standards  and policies,  Sponsor
          will  develop and launch,  as a sub-part of the eBay Site,  page(s) on
          the eBay Site (the  "Sponsor  Page") that:  (i) is specific to Sponsor
          and  includes an "About Me" page,  a "Store  Items" page and "About My
          Stores"  page;  (ii)  displays  Sponsor  Content,   including  without
          limitation   merchandise   information,   using  eBay's  "storefronts"
          technology, specifications and formats; and (iii) is subject to eBay's
          prior  review  and  approval   which  may  be  withheld  in  its  sole
          discretion.  eBay will host the  Sponsor  Page,  and  Sponsor  will be
          responsible  for all development  and other costs,  excluding  hosting
          expenses,  associated with the Sponsor Page. eBay will provide Sponsor
          reasonable  assistance to format the Sponsor  Content for inclusion on
          the eBay Site.  Subject to the foregoing,  Sponsor will have editorial
          control regarding the Sponsor Content on the Sponsor Page provided all
          Sponsor Content complies with Section 4.5 ("Content  Standards").  The
          parties   expressly   acknowledge   and  agree  that  no   third-party
          advertising  or links will be placed on the Sponsor  Page,  unless the
          parties otherwise mutually agree in writing.

     2.2  Content and Merchandise.
          ------------------------

          2.2.1     Listing.  During the term of this  Agreement,  Sponsor shall
                    --------
                    ensure  that the Sponsor  Page  fulfills  the minimum  gross
                    merchandise sales requirements set forth, in Appendix 1.

          2.2.2     User Agreement.  Sponsor acknowledges and agrees that in its
                    ---------------
                    capacity  as a seller of items on the  Sponsor  Page it will
                    comply with  then-current  eBay User  Agreement  and privacy
                    policy,  incorporated herein by reference.  Sponsor shall be
                    responsible  for  all  merchandise   listing,   procurement,
                    authentication,  and fulfillment with respect to merchandise
                    provided by Sponsor  within the Sponsor  Page in  accordance
                    with  the  eBay  User  Agreement.  Sponsor  agrees  that all
                    information  provided by or on behalf of Sponsor,  including
                    without  limitation,  information  relating  to the  Sponsor
                    Content, will be complete and accurate.

     2.3  Bid Verification. Certain items, such as high profile memorabilia, may
          -----------------
          cause  users to submit  spoof  bids.  To help  screen out spoof  bids,
          Sponsor will, at its sole expense,  contact  bidders who bid more than
          $5,000 for any Sponsor item.  Sponsor's item listing shall incorporate
          the following text:

          "Sponsor appreciates the enthusiastic  interest in [name of the item].
          To help ensure a smooth  process for all  participants,  Sponsor  will
          contact bidders via telephone  within 24 hours of their bids to verify
          any bid of $5,000 or more. Please be available to receive a phone call
          at the  number  associated  with  your eBay User ID in order to verify
          your  bid.  If  Sponsor  cannot  verify  your  intent  to bid over the
          telephone,  your bid will be removed.  Contacting  high bidders before
          the end of a  transaction  to verify  their  intent to bid is an extra

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          security  measure  many eBay  sellers  employ,  especially  those with
          high-priced or unique items. Thank you for your support!"

     2.4  Additional  Requirements.  Unless  otherwise  directed  by  eBay,  the
          -------------------------
          Sponsor Pages will include  eBay-approved  messaging  which  provides,
          without  limitation,  that  Sponsor,  the  Sponsor  Services,  Sponsor
          Content, products and Sponsor's network of web sites are separate from
          eBay and not endorsed by eBay.

     2.5  User Relations.  Sponsor will be solely  responsible for providing all
          ---------------
          customer  support  regarding  the  Sponsor  Page,   including  without
          limitation  responding  to all inquiries  regarding  items offered for
          sale on such pages,,  and eBay may redirect to Sponsor any  associated
          customer support inquiries. Sponsor will provide eBay with a toll-free
          telephone  number  and/or email  address that eBay may provide to eBay
          Users when  redirecting  such customer  support  inquiries to Sponsor.
          eBay will  provide  online  customer  service for users of the Sponsor
          Page in a manner equivalent to that provided to eBay users generally.

     2.6  Training & Support.  In order to facilitate  Sponsor's  performance of
          -------------------
          its  obligations  under this  Agreement,  eBay will  provide  limited,
          ongoing support and a training session for selected Sponsor  personnel
          addressing the necessary tools and services to list, operate,  market,
          and manage their  listings on the Sponsor Page.  Such eBay  assistance
          may include  referrals  to  third-party  service  providers  who offer
          auction  management  tools.  In addition,  eBay will use  commercially
          reasonable efforts to provide support for charity listings, if needed.

     2.7  Transaction  Fulfillment.  Upon the closing of each  listing,  Sponsor
          -------------------------
          will take all  necessary  steps to complete  legitimate  transactions,
          subject to the legal  compliance  requirements set forth in Section 11
          of this Agreement (e.g., Sponsor will not fulfill a transaction if the
          recipient is not of legal age to consume alcoholic beverages).

     2.8  User Agreements.  eBay shall have sole control over the user agreement
          ----------------
          and privacy  policy that govern the eBay Site,  including  the Sponsor
          Page

3.   PROMOTION AND TNTEGRATION.
     --------------------------


     3.1  Promotion by Sponsor.  During the term of this Agreement, Sponsor will
          ---------------------
          promote  Sponsor  Page  and/or  Sponsor  items on the eBay Site.  Such
          promotional  activities  conducted  by  Sponsor  may  be in any of the
          following  methods,  provided  that  eBay  pre-approves  the  content,
          timing, and format of each such promotion:  (i) at least six (6) email
          messages to Sponsor's buyers and sellers  discussing the agreement and
          ongoing auctions, subjcct to compliance with Sponsor's privacy policy;
          (ii)  co-branded  signage  in  physical  locations;  and  (iii)  print
          advertisements in target publications.

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     3.2  Promotion by eBay. During the term of this Agreement, eBay may, in its
          ------------------
          sole discretion, promote Sponsor Page and/or Sponsor items on the eBay
          Site by running  promotions for the Event,  in an amount and timing it
          chooses in its sole  discretion,  on  relevant  major  category  pages
          throughout  the site,  including  the Antique  Roadshow  and  selected
          Category Index pages.  eBay may promote Sponsor items on the eBay site
          by (i)  sending  emails to eBay  community  members  who have opted to
          receive  marketing  emails from eBay; (ii) joint  advertising in trade
          publications as mutually agreed upon; and (iii) the parties may engage
          in other promotional  opportunities to be mutually agreed upon by eBay
          and Sponsor.

     3.3  Delivery  Requirements.  Sponsor will  deliver the Sponsor  Content to
          -----------------------
          eBay in a  mutually  agreeable  format  and on a  mutually  acceptable
          uploading  and  refresh  schedule.  eBay may  refuse  delivery  of any
          Sponsor Content delivered in an unsupported format, and may reject any
          Sponsor  Content that does not conform to the  requirements  of eBay's
          then  current  policies  relating to  content,  as such  policies  are
          applied to third parties supplying content to eBay.

     3.4  Guidelines.  Positioning of advertisements  within the eBay Site is at
          -----------
          the sole  discretion of eBay, and Sponsor  acknowledges  that eBay has
          not made any guarantees with respect to usage  statistics or levels of
          Impressions  for any  advertisement.  This Agreement will not restrict
          eBay's  ability or  discretion  to change or  otherwise  modify any of
          eBay's web sites or pages thereof.

     3.5  Right to Reject  Content.  All  Sponsor  Content  is subject to eBay's
          -------------------------
          approval.  In addition,  eBay shall have the absolute  right to reject
          any URL link embodied within Sponsor Content.

4.   LICENSES AND STANDARDS.
     -----------------------

     4.1  Content  License.  Subject  to the  terms of this  Agreement,  Sponsor
          -----------------
          hereby   grants  to  eBay  a   non-exclusive,   nontransferable,   and
          non-assignable   license  to  use,  reproduce,   distribute  (only  as
          necessary to promote the Sponsor Services in a manner  consistent with
          this Agreement),  publicly display and publicly perform (in digital or
          analog formats), the Sponsor Content on the eBay Site, or otherwise as
          reasonably  appropriate  to advertise and promote the Sponsor  Service
          and the Sponsor Content.  Subject to the terms and conditions  hereof,
          eBay hereby grants to Sponsor a  non-exclusive,  nontransferable,  and
          non-assignable license to reproduce,  distribute, publicly perform and
          publicly display (in digital or analog formats) the eBay Content in or
          in conjunction with the Sponsor Page.

     4.2  Trademarks.  Subject to the terms of this  Agreement,  Sponsor  hereby
          -----------

          grants to eBay a non-exclusive,  nontransferable,  and  non-assignable
          license  to use the  Sponsor  Marks  on the eBay  Site,  as well as in
          promotions of the Sponsor in a manner  consistent with this Agreement.
          Subject to the terms of this Agreement,  eBay hereby grants to Sponsor

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          a non exclusive, nontransferable, and nonassignable license to use the
          eBay Marks provided by eBay to Sponsor on the Sponsor Page, subject to
          eBay's  prior  written  approval  (which may be  withheld  at its sole
          discretion) and in a manner consistent this Agreement.  However,  each
          Mark license is  conditioned  on the licensee  providing  the licensor
          with a sample of the Mark use and obtaining the licensor's approval of
          such sample prior its use.

     4.3  Trademark Restrictions.  The Mark licensor may terminate its foregoing
          -----------------------
          trademark  license if, in the licensor's  reasonable  discretion,  the
          licensee's  use of licensor's  Marks  tarnishes,  blurs or dilutes the
          quality  associated with licensor's  Marks or the associated  goodwill
          and such  problem  is not  cured  within  ten (10)  days of  notice of
          breach;  alternatively,  instead of terminating  the license in total,
          the licensor may specify  that certain  licensee  uses may not contain
          the Marks.  Title to and  ownership  of a Mark shall  remain  with the
          licensor.  The licensee shall use the licensor's  Marks exactly in the
          form provided and in conformance  with any trademark  usage  policies.
          The  licensee  shall  not  take  any  action   inconsistent  with  the
          licensor's  ownership of the Marks, and any benefits accruing from use
          of such Marks shall automatically vest in the licensor.  Except as may
          be expressly  agreed by the parties,  the licensee  shall not form any
          combination  marks with the licensor's Marks. Each party hereby admits
          and  recognizes the other's  exclusive  ownership of the other's Marks
          and the renown of the other's Marks worldwide.

     4.4  Ownership.  Except as expressly set forth in this  Agreement,  neither
          ----------
          party grants to the other any rights in or to any technology, content,
          customer  data,  intellectual  property or other rights or property of
          such party. All rights not expressly granted hereunder are reserved.

     4.5  Content Standards. Sponsor will not provide any Sponsor Content, that:
          ------------------
          (i)  infringes any third party's U.S.  copyright,  patent,  trademark,
          trade  secret or other  proprietary  rights or rights of  publicity or
          privacy;  (ii)  violates  Duty law,  statute,  ordinance or regulation
          (including  without  limitation  the  laws and  regulations  governing
          export  control,  unfair  competition,  anti-discrimination  or  false
          advertising);   (iii)  is  defamatory,   trade  libelous,   unlawfully
          threatening  or  unlawfully  harassing;  (iv) is  obscene,  harmful to
          minors or child pornographic; (v) contains any viruses, Trojan horses,
          worms, time bombs,  cancelbots or other computer  programming routines
          that  are   intended   to  damage,   detrimentally   interfere   with,
          surreptitiously  intercept or expropriate any system, data or personal
          information; or (vi) is false, misleading or inaccurate.

5.   EXCLUSIVITY.  This Agreement is nonexclusive.
     ------------

6.   USER DATA.
     ----------


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     6.1 No Data Sharing.  The parties  acknowledge and agree that eBay will not
     --------------------
     share any  information  regarding  eBay Users with Sponsor.  Subject to the
     foregoing,  in its  capacity  as a seller  on the eBay  Site,  Sponsor  may
     receive  personally  identifiable  information  regarding eBay Users ("User
     Data")  under the normal use of the eBay  Site.  In the event that  Sponsor
     receives  information  regarding eBay Users from eBay outside of the normal
     use of the  eBay  Site,  Sponsor  agrees  to:  (i)  keep  such  information
     confidential;  (ii) not use that information to contact or communicate with
     any eBay User [except to fulfil transactions  conducted via the eBay Site];
     and (iii) not sell, rent,  lease or otherwise  disclose such information to
     any other person or entity (including affiliates).

     6.2 User Data; Restrictions on Use. Sponsor agrees to only use User Data in
     -----------------------------------
     accordance  with the  then-current  eBay Privacy  Policy.  Sponsor will not
     solicit or facilitate the solicitation by any third, party of eBay Users as
     a result of their status as eBay members,  and Sponsor will  explicitly not
     refer  to eBay  Users  as  "eBay  Users"  or  "eBay  members"  (or any such
     reference) in any such promotion.  Without limiting the foregoing,  Sponsor
     agrees not to: (a) spam or otherwise send unsolicited communications to any
     bidder or other visitor to the Sponsor Page;  (b) to sell or disclose lists
     of  bidders/purchasers  of  merchandise  on the eBay Site; or (c) otherwise
     disclose  to any  third  parties  any  personally-identifiable  information
     regarding any  bidders/purchaser,  of merchandise through the Sponsor Page.
     This  Section  6  shall  survive  any  expiration  or  termination  of  the
     Agreement.

7.   PAYMENT TERMS.  All payments  pursuant to this Section 7  ("Payments")  are
     --------------
     non-refundable.  Sponsor  agrees  to pay to eBay  the  fees  set  forth  in
     Appendix  1 in  the  amounts  and  according  to the  timeframes  specified
     therein. Further, Sponsor shall collect and pay and indemnify and hold eBay
     harmless  from,  any sales,  use,  excise,  import or export value added or
     similar tax or duty  associated with this Agreement not based on eBay's net
     income,  including  any  penalties  and  interest,  as  well  as any  costs
     associated with the collection or withholding thereof, including reasonable
     attorneys' fees.

8.   CONFIDENTIALITY.
     ----------------

     8.1  Confidential Information Defined. A party's "Confidential Information"
          ---------------------------------
          is defined as any  confidential or proprietary  information of a party
          which is disclosed to the other party in a writing marked confidential
          or, if disclosed  orally,  is identified as confdential at the time of
          disclosure   and  is   subsequently   reduced  to  a  writing   marked
          confidential  and delivered to the other party within ten (10) days of
          disclosure.  The terms of this Agreement shall be deemed Confidential,
          information.

     8.2  Mutual Obligations. Each party will hold the other party's Confdential
          -------------------
          Information  in  confidence  and will not disclose  such  Confidential
          Information  to third parties nor use the other  party's  Confidential
          Information  for any purpose  other than as required to perform  under
          this  Agreement.  Such  restrictions  will not  apply to  Confidential
          Information  which (a) is already known  by the recipient, (b) becomes

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          publicly  known  through  no act or  fault  of the  recipient,  (c) is
          received by  recipient  from a third party  without a  restriction  on
          disclosure  or use, or (d) is  independently  developed  by  recipient
          without reference to the Confidential Information.  The restriction on
          disclosure  will  not  apply  to  Confidential  Information  which  is
          required to be disclosed  by a court,  government  agency,  regulatory
          requirement,   or  similar  disclosure   requirement,   provided  that
          recipient  will first notify the disclosing  party of such  disclosure
          requirement or order and use reasonable efforts to obtain confidential
          treatment or a protective order. The parties'  respective  obligations
          hereunder  will survive the  expiration or early  termination  of this
          Agreement for a period of three (3) years.

     8.3  Return of Confidential Information Upon Termination.  Upon termination
          ----------------------------------------------------
          of this  Agreement,  the receiving party will return to the disclosing
          party all  Confidential  Information of the  disclosing  party and all
          documents or media  containing any such  Confidential  Information and
          any and all copies or extracts  thereof;  provided  that this does not
          obligate the parties to relinquish  copies of this  Agreement or other
          legal or business records relating to this Agreement.

     8.4  Confidential Treatment. Without limiting the foregoing, and subject to
          -----------------------
          compliance  with applicable law, each party agrees to notify the other
          in the event any element of this  Agreement  may need to be  disclosed
          pursuant to any  regulatory or other  disclosure  requirement,  and to
          further  seek  confidential  treatment  requested  by the  other  with
          respect to certain  confidential  elements  of the  Agreement  and any
          documents  related thereto  (including  information  relating to fees,
          payments and integration) in any governmental or public filings.

9.   TERM AND TERMINATION.
     ---------------------

     9.1  Term and  Termination.  The term of this Agreement  shall be one year,
          ----------------------
          commencing  on the Effective  Date (the "Term").  The Agreement may be
          terminable  early: (i) if a party  materially  breaches this Agreement
          and does not cure such breach within ten (10) days  following  written
          notice thereof from the  non-breaching  party;  (ii) by mutual written
          agreement;  and (iii) by either party for convenience upon thirty (30)
          days prior written notice.

     9.2  Effects of Termination.  Upon expiration or termination,  all licenses
          -----------------------
          granted  hereunder shall terminate  unless such licenses are expressly
          stated as surviving.

     9.3  Survival. Sections 1 ("Certain Definitions");  2.5 ("User Relations");
          4.4  ("Ownership");   4.3  ("Trademark   Restrictions")  (relating  to
          intellectual property ownership);  Section 7 and Appendix 1 ("Payments
          Terms"); 6 ("User Data"); 8 ("Confidentiality");  9.3 ("Survival"); 10
          ("Representations  and Warranties");  11  ("Indemnification");  and 13
          ("Miscellaneous")  will survive the expiration or early termination of
          this Agreement.

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10.  REPRESENTATIONS AND WARRANTIES
     ------------------------------

    10.1  Performance   Warranty.   Sponsor  hereby   acknowledges  that  it  is
          -----------------------
          responsible  for  ensuring  legal   compliance  for  the  transactions
          involving  the items it lists on the eBay Site.  Accordingly,  Sponsor
          hereby represents and warrants without limitation that:

          o    That the  description of each item Sponsor lists on the eBay Site
               is accurate and complete; and

          o    Sponsor will perform any and all other tasks, or make any and all
               disclosures,  required  to  ensure  the legal  compliance  of its
               transaction on the eBay Site.

    10.2  Compliance  with Laws.  At its own expense,  Sponsor shall comply with
          ----------------------
          all  applicable  laws,  regulations,   rules,  ordinances  and  orders
          regarding  the  Sponsor   Service  and  Sponsor   Content   (including
          merchandise offered by Sponsor). Additionally,  Sponsor represents and
          warrants  that:  (a)  every  selling  entity  participating  in  every
          Sponsor-enabled transaction has all governmental approval, permits and
          licenses,  and has made all  governmental  filings and  registrations,
          necessary or prudent for the marketing and  performance of the Sponsor
          Service,  and (b) eBay is not  required  to  obtain  any  governmental
          approval,  permits or licenses as a result of this  Agreement,  eBay's
          performance hereunder or any payments made by Sponsor hereunder.

    10.3  Disclaimer of Other  Warranties.  EXCEPT AS EXPRESSLY  STATED  HEREIN,
          --------------------------------
          EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS,  EXPRESS,  IMPLIED
          OR STATUTORY.  INCLUDING WITHOUT  LIMITATION THE IMPLIED WARRANTIES OF
          TITLE,  NONINFRINGEMENT,  MERCHANTABILITY AND FITNESS FOR A PARTICULAR
          PURPOSE. THE SERVICES PROVIDED BY EBAY HEREUNDER ARE PROVIDED "AS IS".
          EBAY DOES NOT  REPRESENT  OR WARRANT  THAT THE EBAY SITE WILL  OPERATE
          SECURELY OR WITHOUT INTERRUPTION.  Each party acknowledges that it has
          not  entered  into this  Agreement  in reliance  upon any  warranty or
          representation except those specifically set forth herein.

11.  INDEMNIFICATION.
     ----------------

     eBay  will  indemnify   Sponsor   against  any  and  all  claims,   losses,
     liabilities,  costs and  expenses,  including  reasonable  attorneys'  fees
     (collectively,  "Claims")  which Sponsor may incur as a result of any third
     party actions  arising from or relating to infringement by any eBay Mark of
     a U.S. patent,  copyright,  trademark right or other intellectual  property
     right of a third  party,  except  where such eBay  Marks has been  modified
     without  authorization,  and such  modification  is the basis of the Claim.
     Such  indemnification  will be eBay's  sole and  exclusive  obligation  and
     Sponsor's sole and exclusive  remedy as a result of any third party actions

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     arising from infringement. In addition, Sponsor will indemnify eBay against
     any and all Claims  which  eBay may incur as a result of any third  parties
     actions   arising   from  or  relating   to  (i)  a  breach  of   Sponsor's
     representations  or warranties  under Section 11; (ii) Sponsor  Services or
     Sponsor  Content,  and (iii)  infringement  by any  Sponsor  Mark,  Sponsor
     Content, or Sponsor Services of a U.S. patent,  copyright,  trademark right
     or other  intellectual  property right of a third party,  except where such
     Sponsor Mark or Sponsor  Content has been modified  without  authorization,
     and such modification is the basis of the Claim. Such  indemnification will
     be Sponsor's sole and exclusive obligation to eBay as a result of any third
     party actions  arising from  infringement.  The foregoing  obligations  are
     conditioned on the indemnified  party:  (i) giving the  indemnifying  party
     notice of the relevant claim, (ii) cooperating with the indemnifying party,
     at the  indemnifying  party's  expense,  in the defense of such claim,  and
     (iii) giving the indemnifying party the right to control the investigation,
     defense  and  settlement  of any such claim,  except that the  indemnifying
     party will not enter  into any  settlement  that  affects  the  indemnified
     party's rights or interest  without the  indemnified  party's prior written
     approval.  The indemnified  party will have the right to participate in the
     defense at its expense.

12.  LIMITATION  OF  LIABILITY.  EXCEPT IN THE EVENT OF A BREACH OF  SECTIONS  6
     --------------------------
     ("USER  DATA"),  8   ("CONFIDENTIALITY"),   OR  10  ("REPRESENTATIONS   AND
     WARRANTIES"),  NEITHER  PARTY WILL BE LIABLE  FOR  SPECIAL,  INCIDENTAL  OR
     CONSEQUENTIAL   DAMAGES  OR  LOST  PROFITS  (HOWEVER   ARISING,   INCLUDING
     NEGLIGENCE)  ARISING OUT OF OR IN CONNECTION  WITH THIS  AGREEMENT.  EXCEPT
     WITH RESPECT TO AMOUNTS TO BE PAID BY SPONSOR TO EBAY HEREUNDER, AND EXCEPT
     IN THE EVENT OF A BREACH OF SECTIONS 6 ("USER DATA"), 8 ("CONFIDENTIALITY")
     OR 10 ("REPRESENTATIONS AND WARRANTIES"), A FAILURE TO PAY UNDER APPENDIX 1
     ("PAYMENT TERMS"), OR A CLAIM UNDER SECTION 11  ("INDEMNIFICATION"),  IN NO
     EVENT WILL EITHER  PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT  GREATER
     THAN ONE HUNDRED  THOUSAND  DOLLARS  ($100,000).  THIS  LIMITATION  OF EACH
     PARTY'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN
     CONNECTION WITH THIS AGREEMENT BEING  AGGREGATED TO DETERMINE  SATISFACTION
     OF THE LIMIT.  THE  EXISTENCE  OF ONE OR MORE  CLAIMS  WILL NOT ENLARGE THE
     LIMIT.

13.  GENERAL
     -------

    13.1  Governing Law;  Venue.  This Agreement will be construed in accordance
          ----------------------
          with and governed  exclusively  by the laws of the State of California
          applicable to  agreements  made among  California  residents and to be
          perforated  wholly  within  such  jurisdiction,   regardless  of  such
          parties'   actual   domiciles.   Both   parties   submit  to  personal
          jurisdiction  in California and further agree that any cause of action
          arising under this Agreement will be brought exclusively in a court in
          Santa Clara County, CA.

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<PAGE>




    13.2  Publicity.    Without   limiting   the   provisions   of   Section   8
          ----------
          ("Confidentiality"),  neither  party  will make any  public  statement
          regarding the terms of this  Agreement or any aspect  thereof  without
          the prior  written  approval of the other party,  provided that to the
          extent  such  disclosure  is  required by law,  rule,  regulation,  or
          governmental  or court order,  the party  requesting  disclosure  will
          furnish the counter-party with sufficient time to address such request
          with any such governmental agency and seek confidential treatment.

    13.3  Press Releases. Sponsor shall not issue any press release nor make any
          ---------------
          public  statement  regarding this  Agreement  (including the terms and
          existence  thereof) or the  relationship of the parties without eBay's
          prior  written   approval   which  may  be  withheld  in  eBay's  sole
          discretion.  Nothing herein shall require eBay to approve the issuance
          of a press release nor obligate eBay to participate in a press release
          with  Sponsor;  provided  however,  Sponsor  will  cooperate  in,  any
          publicity efforts initiated by eBay.

    13.4  Independent  Contractors.  This Agreement does not create, and nothing
          -------------------------
          contained  in this  Agreement  will be  deemed  to  establish  a joint
          venture between the parties, or the relationship of employer-employee,
          partners,  principal-agent  or the like.  Further,  neither party will
          have the power to bind the other  without  the other's  prior  written
          consent, nor make any representation that it has any such power.

    13.5  Assignment.  Neither  party may assign its  rights  nor  delegate  its
          -----------
          duties  hereunder  without the other party's prior written consent and
          any purported attempt to do so will be null and void.

    13.6  Severability; Headings.  If any provision herein is held to be invalid
          -----------------------
          or  unenforceable  for  any  reason,  the  remaining  provisions  will
          continue in full force without being  impaired or  invalidated  in any
          way.  The parties agree to replace any invalid provision  with a valid
          provision  that most  closely  approximates  the intent  and  economic
          effect of the invalid  provision.  Headings are for reference purposes
          only and in no way define,  limit,  construe or describe  the scope or
          extent of such section.

    13.7  Force  Majeure.  If  performance  hereunder  (other  than  payment) is
          ---------------
          interfered with by any condition beyond a party's reasonable  control,
          the affected party will be excused from such performance to the extent
          of such condition.

    13.8  Notice.  Any  notice  under  this  Agreement  will be in  writing  and
          -------
          delivered  by  personal   delivery,   overnight   courier,   confirmed
          facsimile,  confirmed email, or certified or registered  mail,  return
          receipt  requested,  and will be deemed given upon personal  delivery,
          one (1) day after  deposit  with an overnight  courier,  five (5) days
          after  deposit  in the  mail,  or  upon  confirmation  of  receipt  of
          facsimile or email. Notices will be sent to a party at its address set

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<PAGE>




          forth above or such other address as that party may Specify in writing
          pursuant to this Section 13.8 ("Notice").

    13.9  Counterparts.   This   Agreement  may  be  executed  in  two  or  more
          -------------
          counterparts,  each of which  will be  deemed an  original  and all of
          which together will constitute one instrument.

    13.10 Entire  Agreement;  Waiver.  This  Agreement,  including all documents
          ---------------------------
          referred to herein, sets forth the entire  understanding and agreement
          of the parties, and supersedes any and all oral, or written agreements
          or understandings  between the parties.  This Agreement may be changed
          only by a writing  signed by both  parties.  The waiver of a breach of
          any provision of this  Agreement will not operate or be interpreted as
          a waiver of any other or subsequent breach. In the event of a conflict
          between this Agreement and any Appendices  attached hereto,  the terms
          in the Agreement shall control.


     IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the
Effective Date.



     EBAY INC. ("EBAY"):                         NICKLEBYS.COM ("SPONSOR")

     By: /s/ Cyril Pencina                       By: /s/ Bruce A. Capra
        --------------------------                  --------------------------
     Name: Cyril Pencina                         Name: Bruce A. Capra
     Title: Vice President                       Title: President





















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<PAGE>




                                   APPENDIX 1

                        Payment Terms and GMS Guarantees
                        --------------------------------

The parties agree to the following payment terms for the Tenn of this Agreement:


1.   Standard Fees. During the Term of this Agreement, eBay's will waive all
     --------------
     insertion and gallery fees on the eBay Site.

     Final Value Fees. Sponsor will pay eBay twenty percent (20%) of the Final
     -----------------
     Value Fees (the amounts agreed to be paid by winning bids) of all items
     listed on the Sponsor Page and eBay Site.


2.   Terms. Sponsor agrees to pay all fees on a monthly basis according to the
     ------
     terms on the eBay Site. Payment must be received by eBay within thirty days
     after the end of the month in which such fees accrued. Sponsor agrees to
     place a credit card number on file which shall be billed in the event any
     monthly payment is more than sixty (60) days past due. Any amounts not paid
     when due shall bear interest until paid at the lower of one and one half
     percent (1.5%) per month or the highest rate allowed by law.


3.   Minimum GMS Guarantee. During the Term, Sponsor guarantees that, at a
     ----------------------
     minimum, it will sell on the Sponsor Page and eBay Site (the "Minimum GMS
     Guarantee"):

               Quarter                 Minimum GMS Guarantee
               -------                 ---------------------
               Q2-2002                 $ 250,000
               Q3-2002                 $ 250,000
               Q4-2002                 $ 250,000
               Q1-2003                 $ 250,000

               Total during Term:      $ 1,000,000












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