Exhibit 10.6
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                                 AGREEMENT
                                 ---------

     THIS AGREEMENT is made and entered into as of __________, 2000, by and
between Buildscape, Inc., a Florida corporation ("Buildscape"), and  Wickes
Inc., a Delaware corporation (the "Lumber Company")

                                WITNESSETH:
                                -----------

     WHEREAS,  Buildscape  is developing and operating  an  Internet  based
business  intended  to  become  a  virtual  community  of  building  trades
professionals, their customers, their suppliers and their service providers
in  the  home  construction  and  home  improvement  industry  through  its
websites,  buildscape.com and buildscapePRO.com (the  "Site")  and  through
other communications channels;

     WHEREAS, Buildscape desires to explore with the Lumber Company various
business  opportunities, including without limitation, the distribution  of
building materials directly from local lumberyards;

     WHEREAS,  the Lumber Company is a leading full-line building materials
and finishing products retailer;

     WHEREAS, the Lumber Company desires to develop a relationship  whereby
customers of the Lumber Company may use a uniquely branded version  of  the
Site  and the internet for, among other things, placing orders for building
materials and products in designated geographic areas; and

     WHEREAS,  Buildscape  and the Lumber Company  intend  this  Agreement,
among  other  things, (i) to reflect their initial relationship  and  their
respective roles in the Lumber Company Site through a pilot period and (ii)
to  be modified as described herein upon completion of the pilot period  to
reflect more fully the final terms of such relationship and roles.


     NOW, THEREFORE, as consideration for the promises and mutual covenants
and  agreements  contained  herein, the  parties  hereto  hereby  agree  as
follows.

     Section 1.  Definitions.
                 ------------

     As used herein, the following terms shall have the following meanings:

     "Affiliate"  shall mean, with respect to a party,  any  Person  that,
     -----------
directly  or indirectly, Controls, or is Controlled by, or is under  common
Control with, such party.

<PAGE> 2

     "Agreement"  shall mean this Agreement, together with  the  schedules
     -----------
attached hereto.

     "BOSS" shall have the meaning given to it in Subsection 2.1 hereof.
     ------

     "Buildscape" and "BuildscapePRO" shall have the meanings set forth in
     ------------     ---------------
the preamble hereto.

     "Buildscape Trademarks" shall mean those Trademarks owned or licensed
     -----------------------
and  utilized or utilizable by Buildscape in the course of its business and
identified  in  writing  from  time to time by  Buildscape  to  the  Lumber
Company.

     "Confidential Information" means information regarding the  terms  of
     --------------------------
this  Agreement  and all trade secrets, know-how and nonpublic  information
that relates to research, development, trade secrets, know-how, inventions,
source  codes,  technical  data, software programming,  concepts,  designs,
procedures, manufacturing, purchasing, accounting, engineering,  marketing,
merchandising, selling, business plans or strategies and other  proprietary
or confidential information.

     "Control" shall mean the possession, directly or indirectly,  of  the
     ---------
power to direct or cause the direction of the management and policies of  a
Person,  whether by contract or through the ownership of voting securities,
including  the  ownership of more than fifty percent (50%) of  the  equity,
partnership or similar interest in such Person.

     "Customer Area" shall mean, with respect to the Lumber Company or  an
     ---------------
Other  Lumberyard,  the  total  geographical  area  served  by  the  retail
distribution facilities operated at the time of determination by the Lumber
Company or such Other Lumberyard. For this purpose, a distribution facility
shall be conclusively presumed to serve the area comprised within a 50-mile
radius of such facility.

     "Derivative" means (i) any enhancement, improvement or modification or
     ------------
(ii)  any  "derivative work" (as such term is defined in the U.S. Copyright
Act, as amended from time to time).

     "Initial Term" shall have the meaning set forth in Section 10 hereof.
     --------------

     "Internet" means the Internet or the World Wide Web (or any successor
     ----------
or  other  online  network including those using delivery over  television,
cable,   set   top   boxes,  intranets,  extranets  and  personal   digital
assistants).

     "Internet Lumber Operations" shall mean the sale over the Internet of
     ----------------------------
building  materials and products which are the same as or competitive  with
Lumberyard Products or National Catalog.

                                         2

<PAGE> 3

     "IPR" means any copyright, Trademark, patent, trade secret, or  other
     -----
intellectual   property  or  proprietary  right  of  any  kind   (including
applications  therefor  and, in the case of patents,  any  continuation  or
divisional patent applications claiming priority thereto), whether  arising
under  the  laws  of  the  United States or  any  other  nation,  state  or
jurisdiction (including any foreign equivalents thereto).

     "Lumber  Company" shall have the meaning set forth  in  the  preamble
     -----------------
hereto.

     "Lumber  Company Customer Area" shall mean the Customer Area  of  the
     -------------------------------
Lumber Company.

     "Lumber Company Customer Data" shall have the meaning given to it  in
     ------------------------------
Subsection 7.1 hereof.

     "Lumber Company Customers" shall mean current customers of the Lumber
     --------------------------
Company  and customers registering on the Site and assigned to  the  Lumber
Company.

     "Lumber Company Site" shall have the meaning given to it in Subsection
     ---------------------
2.1  hereof; provided, however, that this term shall not be deemed to refer
             ------------------
to  any  non-commerce  Internet site operated or  utilized  by  the  Lumber
Company otherwise than in conjunction with Buildscape under this Agreement.

     "Lumber  Company  Trademarks" shall mean those  Trademarks  owned  or
     -----------------------------
licensed and utilized or utilizable by the Lumber Company in the course  of
its  business  and identified in writing from time to time  by  the  Lumber
Company to Buildscape.

     "Lumberyard Products" are products inventoried, sold and  shipped  by
     ---------------------
the Lumber Company.

     "National  Catalog  Products"  are  products  sold  and  shipped  by
     -----------------------------
Buildscape.

     "Offline Lumberyard"  shall mean any Person primarily engaged in  the
     --------------------
non-Internet sale of Lumberyard Products to building professionals  or  end
users.

     "Other  Lumberyards" shall have the meaning given to it in Subsection
     --------------------
4.2 hereof.

     "Other Lumberyard Internet Agreement" shall have the meaning given to
     -------------------------------------
it in Subsection 4.2 hereof.

     "Person" shall mean any individual, corporation, partnership, limited
     --------
liability  company,  trust, association or other  entity  or  organization,
including  any  governmental  or political subdivision  or  any  agency  or
instrumentality thereof.

                                         3

<PAGE> 4


     "Pilot Period" shall mean the period beginning on the date hereof and
     --------------
ending  on  the earlier to occur of (i) the first anniversary of  the  date
hereof,  (ii)  the  date  the  Relationship  Managers  agree  pursuant   to
Subsection 3.2 hereof that the Lumber Company Site is ready to be  provided
to additional markets or (iii) the date the parties agree to terminate this
Agreement.

     "Relationship  Managers"  shall have  the  meaning  given  to  it  in
     ------------------------
Subsection 5.3 hereof.

     "Site" shall have the meaning set forth in the preamble hereto.
     ------

     "Third Party" shall mean any Person that is not a party hereto  or  a
     -------------
wholly owned Affiliate of a party hereto.

     "Trademark(s)" means all common law or registered trademarks,  logos,
     --------------
service  marks, trade names, Internet domain names and trade  dress  rights
and  similar or related rights arising under any of the laws of the  United
States  or  any  other  country or jurisdiction, whether  now  existing  or
hereafter adopted or acquired.

     Section 2.  General.
                 --------

     2.1   General Agreements of the Parties.  Buildscape and  the  Lumber
           ----------------------------------
Company  desire  to explore the feasibility of developing and  operating  a
uniquely branded version of the Site (the "Lumber Company Site") that  will
be the Lumber Company's primary direct Internet presence for Lumber Company
Customers  for  the  purposes of (i) attracting home building,  remodeling,
home   improvement,  decorating,  home  management,  property   management,
restoration   and  light  construction  trade  professionals   and   do-it-
yourselfers to participate in the Site's on-line community and (ii) selling
over  the Internet National Catalog Products and Lumberyard Products.   The
parties  contemplate  that the features and functions  of  the  Site  would
generally provide for:

[CERTAIN  CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY  WITH
THE S.E.C. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ]

     2.2    Collaboration.   Buildscape  and  the  Lumber  Company   will
            --------------
collaborate  to  develop  the look, feel and functionality  of  the  Lumber
Company  Site,  subject  to  constraints  imposed  by  Buildscape's  design
intentions,  support  requirements and technology architecture,  making  it
accessible  by current and potential Lumber Company Customers.

                                         4

<PAGE> 5

     2.3   Maintenance of the Lumber Company Site.  Once developed, it  is
           ---------------------------------------
contemplated that Buildscape would use reasonable best efforts to  maintain
the  Lumber Company Site in order that availability, reliability,  security
and  response  time meet the then current generally accepted standards  for
business to business e-commerce sites on the World Wide Web.

     2.4  General Guidelines.  Buildscape and the Lumber Company currently
          -------------------
contemplate  that the Site and the Lumber Company Site would  be  generally
operated in accordance with the guidelines set forth on Schedule 1  hereto.
The  parties  agree to use their reasonable best efforts to reach  specific
agreement on all aspects of the matters described on such schedule  and  to
enter into an amendment to this Agreement reflecting such agreements on  or
prior  to   completion of the Pilot Period, subject to  the  terms  of  the
termination provisions stated in Subsection 11.2 hereof.

     2.5  Technology Integration.  The integration of the Lumber Company's
          -----------------------
and  Buildscape's  information systems and  the  development  of  a  highly
integrated  computer interface, including business rules and  data  formats
for  the  purposes  of conducting product transactions through  the  Lumber
Company  Site  will  generally take place in accordance with  the  mutually
agreed  terms that will be incorporated in the amendment to this  Agreement
contemplated  by Subsection 2.4 hereof. Each party will pay its  own  costs
associated  with such technology integration.  Each party will provide  all
necessary  technical support on an on-going basis in order to maintain  and
enhance the technical interface contemplated hereby.

     Section 3.  Pilot Program and Deployment.
                 -----------------------------

     3.1   Pilot  Program.    The Lumber Company and Buildscape  agree  to
           ---------------
identify,  within  30 days of the date hereof, a market  from  among  those
markets  currently  served by the Lumber Company to be used  as  the  Pilot
Market.   Buildscape will use good faith efforts (i) to commence a  limited
pilot program in this market within 120 days of the date hereof, consisting
of  selected  Lumber Company Customers and features of the  Lumber  Company
Site and with the intent to deploy the Lumber Company Site in such a way as
to  gain a detailed understanding, among other things, of the needs of such
customers,  the relative attractiveness of  various features of the  Lumber
Company  Site  to  such  customers,  the  economics  of  the  relationships
contemplated  hereby,  and  the nature and  extent  of  the  interface  and
integration required for full functionality of the Lumber Company Site; and
(ii)  to  test,  revise as necessary and make ready for deployment  to  all
Lumber  Company  Customers in the test market all features  of  the  Lumber
Company  Site  within  210  days  of the  date  hereof.   It  is  currently
contemplated that the limited pilot program will be commenced  in  February
2000 and completed in July 2000.

                                         5

<PAGE> 6

     3.2   Deployment.  After the Lumber Company Site has become fully
           -----------
operational and made available to all Lumber Company Customers in the  test
market area, and when the Relationship Managers agree the parties are ready
to  provide the Lumber Company Site to additional markets, a schedule  will
be  established  to identify the order in which the Lumber Company  markets
will  be  given access to the Lumber Company Site, and the responsibilities
of  each party to achieve that goal.  This schedule will be incorporated in
a  written document signed by the parties and attached to, and made a  part
of,  this  Agreement  as a schedule hereto. Prior to  commencement  of  the
activities contemplated on such schedule, the parties will enter  into  the
amendment to this Agreement contemplated by Subsection 2.4 hereof

     3.3   Reasonable  Best Efforts. The parties agree  that  to  a  great
           -------------------------
extent,  the  complete development and implementation of currently  planned
features and functions of the Lumber Company Site, and full enhancement  of
the  Site and the Lumber Company Site in the future, will require a  close,
working relationship and significant input and contribution from the Lumber
Company of management efforts, capital expenditures, sales initiatives  and
the  Lumber Company Customer Data.  In this regard, the parties  intend  to
use  their  reasonable best efforts to maximize the attractiveness,  appeal
and reputation of the Lumber Company Site.

     Section 4.  Relationships and Restrictions.
                 -------------------------------

     4.1   Lumber Company.  During the term of this Agreement, the  Lumber
           ---------------
Company  shall  not  directly engage on its own behalf in  Internet  Lumber
Operations,  shall  utilize the Lumber Company Site as  its  sole  Internet
presence  for Internet Lumber Operations, and shall not promote  any  other
Internet   site   for  Internet  Lumber  Operations.  The  Lumber   Company
acknowledges and agrees that the development, construction, programming and
hosting  of  the  Lumber  Company Site involves significant  investment  by
Buildscape  and is being undertaken in reliance upon the representation  by
the  Lumber Company that it will maintain a continued economic relationship
with  Buildscape pending successful completion of the Pilot  Market  effort
and  substantially  as set forth in this agreement.  Nothing  herein  shall
restrain  the  Lumber Company from selling products through,  or  providing
related product support for, other third party Internet sites.

     4.2  Buildscape.  During the term of this Agreement, Buildscape agrees
          -----------
that  Buildscape  will  use the Lumber Company exclusively  for  fulfilling
local deliveries of Lumberyard Products in the Lumber Company Customer Area
subject  to  the  conditions set forth below.  Nothing  contained  in  this
Agreement  shall prohibit Buildscape from entering into and performing  any
agreement with other lumberyards for Internet Lumber Operations (an  "Other
Lumberyard  Internet Agreement", and such lumberyards "Other  Lumberyards")
within the Lumber Company Customer Area; provided that (i) Buildscape  will
                                         --------
use  good  faith efforts to select such Other Lumberyards so as to minimize
the extent to which the Lumber Company and any Other Lumberyard would serve
the  same customer territories, while seeking to provide service to as much
of the United States as possible, and (ii) Buildscape may not enter into an
Other Lumberyard Internet Agreement with an Other Lumberyard whose Customer
Area  includes  more than 20% of the Lumber Company Customer  Area  without
obtaining the consent of the Lumber Company, which may be withheld  in  the

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<PAGE> 7

Lumber Company's sole discretion.  Subject to the foregoing sentence,  both
parties  acknowledge that some overlap of customer territories  will  occur
between the Lumber Company and Other Lumberyards.

     4.3   Promotional Activities.  (a)  During the term of this Agreement,
           -----------------------
the  Lumber Company will not promote the Internet Lumber Operations of  any
Person other than Buildscape.

        (b)  Buildscape shall not display the Trademark  of  any  Person
primarily  engaged  in  operations competitive to those  conducted  by  the
Lumber Company within the Lumber Company Site.

     4.4   Nature of Relationship.  The parties are independent contractors
           -----------------------
under this Agreement. Each party acknowledges and agrees that it is not and
will  not  be during the term of this Agreement an employee or an agent  of
the  other  party. Nothing in this Agreement will be deemed to  constitute,
create, give effect to or otherwise recognize a joint venture, partnership,
franchise or business entity of any kind. Nothing in this Agreement will be
construed as providing for the sharing of profits or losses arising out  of
the efforts of the parties hereto.

     Section 5.  Relationship Modification Process.
                 ----------------------------------

     5.1  Intentionally Omitted.
          ----------------------

     5.2   Area Liaisons.  (a)  The parties shall each appoint liaisons  in
           --------------
each  of  the  following areas:  (i) information technology, (ii)  finance,
(iii) merchandising, (iv) distribution, (v) marketing, (vi) operations, and
(vii)  customer  recruiting  (the "Area Liaisons").   The  respective  Area
Liaisons  shall  be  available to meet on an ad hoc basis  to  oversee  and
address  issues,  interpretations of this  Agreement  and  business  rules,
complaints  and  expansion  of  the  relationship  contemplated   by   this
Agreement.   All of the Area Liaisons shall meet, either in  person  or  by
teleconference,   at   least  once  each  calendar   quarter   to   discuss
opportunities, general strategies and goals of the parties with respect  to
the Site.

        (b) All recommended changes to the relationship contemplated hereby,
after  appropriate study and discussion, shall be forwarded in  writing  by
the  Area Liaisons to the Relationship Managers.  In addition, any  dispute
not  resolved  by the Area Liaisons after appropriate discussion  shall  be
referred to the Relationship Managers for resolution.

     5.3   Relationship Manager.  (a)  Each party shall appoint  a  senior
            ---------------------
executive  officer  to  oversee  and have overall  responsibility  for  the
administration of this Agreement and the business relationship contemplated
by  this Agreement (the "Relationship Manager").  The Relationship Managers
shall  meet, either in person or by telephone conference, as needed and  in
no event less than once each month.

                                         7

<PAGE> 8

        (b) The  Relationship Managers shall consider proposed  changes  or
modifications  to the relationship contemplated hereby.  All  decisions  of
the  Relationship  Managers shall be reflected in a  written  amendment  to
either the process manual (to be mutually developed by the parties) or this
Agreement,  signed by the Relationship Managers.  Any dispute not  resolved
by  the  Relationship  Managers will be subject to the  dispute  resolution
procedures set forth in Section 16 hereof.

     Section 6.  Compensation.
                  -------------

     The  respective  compensation of Buildscape and  the  Lumber  Company
hereunder is described on Schedule 2 hereto.
                          ----------

     Section 7.  Data; Reports and Records; Audit Procedures.
                 --------------------------------------------

     7.1  Historical Data Sharing.  The Lumber Company will, to the extent
          ------------------------
reasonably  possible, develop and share with Buildscape the Lumber  Company
Customer  account data and profiles, including but not limited to  previous
buying  patterns, knowledge of their building activity, average  number  of
projects,  average  project  costs and other information  ("Lumber  Company
Customer Data"), to aid in the initial development of customer profiles for
the  Lumber  Company Site. The Lumber Company will share  such  the  Lumber
Company  Customer account data and profiles on a market by market basis  in
preparation  for, and reasonably in advance of, introducing new  geographic
markets to the Lumber Company Site.

     7.2   Data  Ownership.  The Lumber Company and  Buildscape  will,  as
           ----------------
between one and the other, own the Lumber Company Customer Data as follows:
(1)  the  Lumber  Company  will own all the Lumber  Company  Customer  Data
relating  to the Lumber Company Customers who place their orders  with  the
Lumber  Company other than through the Lumber Company Site; (2) the  Lumber
Company  and  Buildscape will own jointly all the Lumber  Company  Customer
Data  relating  to  the Lumber Company Customers whose  orders  are  placed
through the Lumber Company Site; and (3) Buildscape will own all the Lumber
Company  Customer Data as it specifically relates to orders placed  by  the
Lumber Company Customers through versions of the Site other than the Lumber
Company Site.

     7.3   Reports.   Buildscape  shall  furnish  to  the  Lumber  Company
           --------
quarterly  reports  regarding Lumber Company Customers  in  such  form  and
containing  such information as to which the parties may reasonably  agree.
Buildscape  shall  keep true and complete records of all  transactions  and
correspondence  with  Lumber  Company  Customers.  Such  records  and   all
accounting records of Buildscape pertaining to the Lumber Company Customers
hereunder may be examined by representatives of the Lumber Company, whether
during  or  after the term of this Agreement, during normal business  hours
upon  reasonable  advance written notice and subject  to  the  Buildscape's
reasonable security and confidentiality provisions.,

                                         8

<PAGE> 9

     7.4  Audit Procedures.  (a)  The Lumber Company will be entitled, once
          -----------------
during  any six-month period (except as provided below), to audit,  at  the
Lumber Company's expense, Buildscape's records with respect to sales to the
Lumber  Company  Customers through the Lumber Company Site to  ensure  that
the  fees  paid  to  the  Lumber Company pursuant  to  this  Agreement  are
accurate.  Buildscape  will be entitled, once during any  six-month  period
(except  as provided below), to audit, at Buildscape's expense, the  Lumber
Company's  records  with respect to sales to the Lumber  Company  Customers
through the Lumber Company  Site to ensure that the fees paid to Buildscape
pursuant  to this Agreement are accurate.  If a party discovers a  Material
Discrepancy, (i) then the party causing the audit will be reimbursed by the
other  party for all reasonable costs of the audit, including costs of  any
reimbursement to the other party, and (ii) such party will be  entitled  to
conduct the audits contemplated by this Section 7.4 once during any  three-
month  period until two consecutive audits have been conducted without  the
discovery of any Material Discrepancy.  All amounts discovered in the audit
and  agreed  to that are less or more than the contracted amount,  will  be
paid  to  the  appropriate party within five days of agreement  as  to  the
difference  and  will bear interest at a rate of one and  one-half  percent
(1.5%)  for  each  whole month after the payment was due,  or  such  lesser
amount necessary to comply with all applicable laws.

        (b) The  audits contemplated by this Subsection 7.4 shall  only  be
conducted  upon reasonable advance written notice and subject to the  other
party's  reasonable security and confidentiality provisions.   The  parties
agree to cooperate with each other in these reviews, furnish the other with
reasonably requested information in a timely manner, and provide the  other
with reasonably timely access to personnel during normal business hours for
audit purposes at no charge; provided, however, that a party may charge the
other for its reasonable costs for any technical resources or extraordinary
personnel  time  required  by the other and necessary  for  such  audit  or
verification report.

        (c) A "Material Discrepancy" in fees paid to the Lumber Company  or
Buildscape will be deemed to occur if the total amount of fees due a  party
based  on the audit report exceeds the amount of fees actually paid by  the
other  party by five percent (5%) or more.  If a party discovers a Material
Discrepancy,  after  reviewing  applicable  supporting  documentation,  the
parties will promptly attempt to agree on such analysis.  If it is agreed a
Material  Discrepancy occurred, then the party causing the audit  shall  be
reimbursed  by  the  other party for all reasonable  costs  of  the  audit,
including  costs  of  any reimbursement to the other  party  for  technical
resources  or  extraordinary personnel time, as described in  (a)  and  (b)
above.  In all other circumstances, the auditing party will bear the  costs
of  audits performed by or at its direction.  If the parties are unable  to
agree, the parties will follow the dispute resolutions found in Section  16
hereof.

                                         9

<PAGE> 10

        (d) Any amounts discovered in the audit that are less or more  than
the  contracted  amount, and that are not disputed, will  be  paid  to  the
appropriate party within 5 days of agreement as to the difference.

     7.5    Confidentiality of Customer Data. Except as  provided  in  this
            ---------------------------------
Section 7, Buildscape will neither transmit nor disclose the Lumber Company
Customer  Data  owned by the Lumber Company or jointly owned by  Buildscape
and the Lumber Company to any third party, including Other Lumberyards,  or
permit  such  data  to be utilized in any manner by any  Other  Lumberyard.
Buildscape may utilize the Lumber Company Customer Data owned by the Lumber
Company  or  jointly  owned by Buildscape and the Lumber  Company  for  the
purposes  of marketing various products and services to the Lumber  Company
Customers,  provided  that such the Lumber Company Customer  Data,  to  the
extent that it particularly identifies a customer, is not disclosed to  any
third parties and such products and services are not being offered directly
by  Other  Lumberyards  to  the  Lumber Company  customers.   Additionally,
Buildscape may use aggregate and statistical information and otherwise  use
the  Lumber Company Customer Data for any purpose so long as such data does
not identify the Lumber Company or a Lumber Company Customer.  This Section
7 shall survive the termination of this Agreement.

     Section 8.  Trademark and Technology License.
                 ---------------------------------

     8.1  Buildscape Grant.  Buildscape hereby grants to the Lumber Company
          -----------------
and  any  of  its  wholly  owned  entities a  non-exclusive,  royalty-free,
worldwide license in all jurisdictions in which Buildscape has any  rights,
to  use,  reproduce,  distribute and display the Buildscape  Trademarks  as
authorized  in this Agreement, subject to mutual agreement of  the  parties
hereto.

     8.2   Lumber  Company  Grant. The Lumber  Company  hereby  grants  to
           -----------------------
Buildscape  a  non-exclusive,  royalty-free,  worldwide  license   in   all
jurisdictions  in  which  the  Lumber  Company  has  any  rights,  to  use,
reproduce,  distribute  and  display  the  Lumber  Company  Trademarks   as
authorized  in this Agreement, subject to mutual agreement of  the  parties
hereto.

     8.3   Quality  Control. Each party will have the  right  to  exercise
           -----------------
quality  control over the use of its Trademarks by the other party  to  the
degree  necessary, in the sole opinion of the owner of such Trademarks,  to
maintain the validity and enforceability of such Trademarks and to  protect
the  goodwill  associated therewith.  Each party will, in its  use  of  the
other's  Trademarks, adhere to a level of quality at least as high as  that
used by such party in connection with its use of its own Trademarks. If the
owner  of  a Trademark, in its reasonable opinion, finds that use  of  such
Trademark  by  the  other party materially threatens the goodwill  of  such
Trademark,  the  user of such Trademark will, upon notice from  the  owner,
immediately, and no later than ten (10) days after receipt of such  owner's
notice,  take all measures reasonably necessary to correct the deviation(s)
or misrepresentation(s) in, or misuse of, the applicable Trademark.

                                        10

<PAGE> 11

     8.4   Use.    Each  party  shall use the  other's  Trademarks  in
           ----
accordance  with  sound trademark and trade name usage  principles  and  in
compliance  with all applicable laws and regulations of the  United  States
(including  all  laws and regulations relating to the  maintenance  of  the
validity  and  enforceability of such Trademarks)  and  will  not  use  the
Trademarks  in  any  manner  that  might  tarnish,  disparage,  or  reflect
adversely  on the Trademarks or the owner of such Trademarks.   Each  party
shall  use, in connection with the other's Trademarks, all legends, notices
and markings required by law.  No party may materially alter the appearance
of  another's  Trademarks in any advertising, marketing,  distribution,  or
sales  materials, or any other publicly distributed materials  without  the
prior written consent of the other party.

     8.5   Lumber  Company IPR License.  Lumber Company  hereby  grants  to
           ----------------------------
Buildscape, to the extent it is permitted to do so under applicable law and
agreements, if any, pursuant to which the Lumber Company has acquired  such
content,   a  non-exclusive,  non-sublicenseable,  royalty-free,  worldwide
license  to  reproduce, distribute, publicly perform, publicly display  and
digitally  perform  and  prepare  Derivative  works  of  all  Content    in
conjunction  with the Site or the Lumber Company Site where  such  Content:
(i)  has been included   at any time in the Site or Lumber Company Site  or
(ii)  has  been included in any IPR subject to Joint IPR Rights.   As  used
herein "Content" means all text, pictures, sound, graphics, video and other
data  supplied by Lumber Company to Buildscape pursuant to this Agreement),
as such Content may be modified from time to time.

     Section 9.  Intellectual Property.
                 ----------------------

     9.1   Preexisting Property. All IPR owned by a party prior to the date
           ---------------------
of this Agreement will remain the sole property of such party.

     9.2   Developed Property.  (a)  All IPR created solely by  one  party
           -------------------
(the  "Sole  IP  Rights")  in  connection with its  activities  under  this
Agreement will be owned by such party.

        (b) All IPR created jointly by both parties (the "Joint IP Rights")
in  connection with their activities under this Agreement will  be  jointly
owned by both parties and each party will be free to exploit such Joint  IP
Rights  without  accounting  to  the other,  provided,  however,  that  all
                                             -------------------
modifications, enhancements, revisions, Derivative works or  other  changes
(collectively  "Changes")  made  solely by either party  to  any  IPR  that
originally   was  subject  to  Joint IP Rights  shall be subject   only  to
Sole   IP  Rights and the other party shall have no rights  to such Changes
under this Agreement or otherwise.

                                        11

<PAGE> 12

        (c) Notwithstanding Subsections 9.1 and 9.2 hereof, in the event that
Buildscape develops, solely or jointly, any modifications, improvements  or
enhancements  to  the  Site and/or the Lumber Company Site,  including  all
computer   hardware   and   software  interface  technology   and   related
specifications  which  enable the Site and/or the Lumber  Company  Site  to
interface or communicate with the Lumber Company's information systems, and
any  training materials related to the Site and/or the Lumber Company  Site
("Site  Improvements"), all IPR in and to such Site Improvements  shall  be
owned solely by Buildscape and considered Buildscape's Sole IP Rights,  and
the Lumber Company hereby assigns all right, title and interest it may have
in such IPR to Buildscape.  The Lumber Company will provide Buildscape with
all  reasonable  assistance to perfect and otherwise  enforce  Buildscape's
rights in the Site Improvements.

     9.3   Protection  of Joint IP Rights.  The parties will  cooperate  in
           -------------------------------
developing  a  strategy  for  identifying and protecting,  prosecuting  and
maintaining  the  Joint IP Rights, including registering  or  applying  for
patent, utility model or copyright rights ("Filings") to protect or perfect
rights  in and to such Joint IP Rights.  All costs incurred by the  parties
directly in connection with the making and prosecution of such Filings  and
maintenance of Joint IP Rights will be borne equally by the parties.   Each
party  will  cooperate  and  supply  any  information  that  is  reasonably
necessary to assist the other in the preparation, filing and prosecution of
documentation  necessary to protect the Joint IP Rights.  Such  cooperation
will  include  the  execution  of any and all  documentation  necessary  to
properly  complete any Filing.  In the event that either party declines  to
protect any specific Joint IP Right, then the other party may, in its  sole
discretion, take whatever action it deems appropriate at its sole cost  and
expense, including making such Filings as it deems appropriate, to  protect
any  aspect of the Joint IP Rights in the name of such party as sole  owner
of such Joint IP Rights.

     All other Joint IP Rights, and especially those in the nature of trade
secrets,  will  be identified specifically by the parties  and  appropriate
measures  adopted  to safeguard the value thereof.  The parties  may  issue
instructions  to  guide  the handling of all Joint IP  Rights  constituting
trade  secrets  which will be reasonable under the circumstances.   In  any
event,  each  party  will  be obliged to treat these  Joint  IP  Rights  in
accordance with the same degree of care such party uses to protect its  own
trade secrets, but in any event not less than a reasonable degree of care.

     9.4   Enforcement of Rights in Joint Intellectual Property.  (a)   If
           -----------------------------------------------------
either  party  believes that any Joint IP Right is being  infringed  or  is
being  misused by a third party, such party will promptly notify the  other
party of such infringement or misuse.  If, within sixty (60) days from  the
date  such  notice is received, the parties agree that action is warranted,
the  parties  will  cooperate in the filing and  maintenance  of  a  claim,
demand,   investigation,  suit  or  other  proceeding  (an  "Action"),   as
appropriate,  regarding such infringement or misuse.  Each of  the  parties
will bear its own internal costs and expenses in connection with the filing
and prosecution of such Action, and out-of-pocket fees and expenses will be
borne  equally by the parties.  All damages, profits, awards and  royalties
obtained  by  the  parties in connection with such Action  will  be  shared
equally.

                                        12

<PAGE> 13

        (b) If either party declines to participate in, or the parties  are
unable to agree on, the filing or prosecution or an Action relating to  any
Joint IP Right within such sixty (60) day period, then the other party (the
"Participating Party") may proceed in its sole discretion and at  its  sole
expense to file and prosecute such Action for infringement or misuse in its
own  name or, if required by law, jointly with the other party and in  such
event  the Participating Party is hereby authorized to take action  in  the
name   of  the  other  party  as  well;  provided  however,  that  if   the
Participating  Party  takes action in the name  of  the  other  party,  the
Participating  Party will indemnify and hold the other party harmless  from
and   against  any  and  all  monetary  damages,  fines,  fees,  penalties,
obligations, deficiencies, losses and out-of-pocket expenses that the other
party  incurs or is subject to directly as a  result of such  Action.   The
Participating Party will receive for its sole benefit any damages, profits,
awards  and  royalties recoverable for such infringement or misuse  as  the
result of such Action.

        (c) If both parties initially agree to mutually prosecute any Action
relating  to  any Joint IP Right, either party may elect  at  any  time  to
settle  or  withdraw for any reason from the prosecution  of  such  Action;
provided,  however, the settling party will not as part of  any  settlement
grant  a  license in the Joint IP Right which renders the Action moot.   In
such  circumstance, the withdrawing or settling party, as the case may  be,
will  bear  one-half  (1/2)  of  the total out-of-pocket  fees  and  expenses
incurred  in  pursuing  such  Action  up  to  the  time  of  withdrawal  or
settlement.  Going forward, the continuing party will bear all of the  fees
and  expenses  incurred  for  such Action  and  may  proceed  in  its  sole
discretion  to prosecute, settle (including licenses granted in  connection
therewith)  or  discontinue  prosecution  of  such  Action.   Any  damages,
profits, awards and royalties recovered or to be recovered for such  Action
will  be apportioned between the parties in direct proportion to the  ratio
of  each party's out-of-pocket fees and expenses compared to the total out-
of-pocket  fees  and expenses of both parties and taking into  account  any
benefits  recovered  by  the non-continuing party  as  the  result  of  any
settlement.

     Section 10.  Term of Agreement.
                  ------------------

     This Agreement will be effective from the date of this Agreement  and
shall  continue for a period ending on the fourth anniversary of  the  date
hereof (the "Initial Term") and shall automatically be extended and renewed
for  subsequent consecutive renewal terms of one calendar year each  unless
this Agreement is terminated pursuant to Section 11 hereof.

                                        13

<PAGE> 14

     Section 11.  Termination.
                  ------------

     11.1   On  Expiration.  Upon not less than ninety  (90)  days'  prior
            ---------------
notice  to  the  other party, either the Lumber Company or  Buildscape  may
terminate this Agreement effective on expiration of the Initial Term or any
renewal term.

     11.2  Pilot Period.  By notice given to the other party within 30 days
           -------------
after  completion  of  the  Pilot Period,  either  the  Lumber  Company  or
Buildscape may terminate this Agreement effective on the date set forth  in
such notice, which shall be at least 30 days and no more than 60 days after
the date such notice is given.

     11.3  Bankruptcy, etc.  Effective immediately upon notice to the other
           ----------------
party,  either  the  Lumber  Company  or  Buildscape  may  terminate   this
Agreement,  without  penalty, upon the receivership or  bankruptcy  of  the
other party.

     11.4   Breach.  Upon any material breach of the provisions hereof  by
            -------
Buildscape  or  the  Lumber  Company, the  Lumber  Company  or  Buildscape,
respectively,  may  upon  notice  to the other  party  giving  the  reasons
therefor  and indicating that the other party has 30 days within  which  to
remedy  the breach terminate this Agreement upon expiration of such  30-day
period; provided, that if such breach is remedied within such period,  this
        ---------
Agreement  will  remain in full force and effect as though  no  breach  had
occurred.

     11.5   Violation  of Law.  Either party, in its sole discretion,  may
            ------------------
terminate  at any time this Agreement immediately upon notice to the  other
in the event it is conclusively and non-appealably determined by a court or
administrative  agency with jurisdiction in the matter,  that  either  this
Agreement  or  the conduct of the other party pursuant hereto violates,  in
any  respect that would have a materially adverse effect on such  party  or
the  relationship  contemplated hereby, any applicable federal,  state,  or
local law.

     11.6  Continuation of Obligations.  Notwithstanding the termination of
           ----------------------------
this Agreement, the obligations and provisions contained in Sections 7,  9,
and 11 through 18 hereof shall survive and shall continue in full force and
effect after any such termination.

     11.7   Effect  on Licenses.  Upon termination of this  Agreement  all
            --------------------
licenses granted pursuant to this Agreement shall terminate.

     11.8   Site  Software.   In  the event this Agreement  is  terminated
            ---------------
pursuant  to  Subsection 11.1 hereof or by the Lumber Company  pursuant  to
Subsection 11.4, then Buildscape will grant the Lumber Company a license to
use  the computer software ("Site Software") owned by Buildscape, or if not
owned  by  Buildscape to the extent Buildscape is permitted to  grant  such
license  without cost, and required for the operation of the Lumber Company
Site,  to  enable  the  Lumber Company to operate and maintain  the  Lumber

                                        14

<PAGE> 15

Company  Site for a transition period of up to 120 days. The Lumber Company
                                               ---
shall  prior  to  commencement of such license agree to  pay  Buildscape  a
reasonable fee (which shall not be less than any prevailing fee charged  by
Buildscape  at the time to Third Parties for similar licenses). The  Lumber
Company  may  not  use the Site Software for any other purpose  (including,
creating versions of the Site for any Third Party) other than operation  of
the  Lumber  Company Site.  The Lumber Company acknowledges that  the  Site
Software  may not constitute all software required to operate and  maintain
the  Lumber Company Site, and the Lumber Company will be required to obtain
the rights to use any other required software from the owner thereof.

     Section 12.  Representations and Warranties.
                  -------------------------------

     12.1 Representations and Warranties of Buildscape.  Buildscape hereby
          ---------------------------------------------
represents and warrants to the Lumber Company as follows:

                    (i)   Authorization.  All corporate action on the  part
                          --------------
     of  Buildscape, its officers, directors and stockholders necessary for
     the  authorization, execution and delivery of this Agreement, and  the
     performance of all obligations of Buildscape hereunder has been taken,
     and  this  Agreement, when executed and delivered by Buildscape,  will
     constitutes  valid  and  legally  binding  obligation  of  Buildscape,
     enforceable against Buildscape in accordance with its terms.

                    (ii)    Intellectual  Property.   Buildscape  owns   or
                            -----------------------
     possesses  sufficient  legal  rights to  all  IPR  necessary  for  its
     business  as  now conducted without any conflict with, or infringement
     of,  the  rights  of others. Buildscape has not received  any  written
     communications alleging that any Buildscape IPR have violated or would
     violate  any  of the IPR of any Third Party. Buildscape is  not  aware
     that  any  of its employees is obligated under any contract  or  other
     agreement, or subject to any judgment, decree or order of any court or
     administrative  agency,  that  would interfere  with  such  employee's
     ability to  promote the interests of Buildscape or that would conflict
     with  Buildscape's  business.  Neither  the  execution,  delivery   or
     performance  of  this Agreement, nor the carrying on  of  Buildscape's
     business  as  now  conducted  by  the employees  of  Buildscape,  will
     conflict  with  or  result in a breach of the  terms,  conditions,  or
     provisions  of, or constitute a default under, any contract,  covenant
     or instrument under which any such employee is now obligated.

                    (iii)    Compliance   with  Other   Instruments.    The
                             ---------------------------------------
     execution, delivery and performance of this Agreement will not  result
     in  any  violation of or conflict with or constitute, with or  without
     the  passage  of  time  and  giving of notice,  a  default  under  any
     provision  of  Buildscape's  charter  or  bylaws  or  any  instrument,
     judgment,  order, writ, decree or contract to which  Buildscape  is  a
     party or by which Buildscape is bound, or any provision of any federal
     or  state  statute, rule or regulation applicable to  Buildscape,  the

                                        15

<PAGE> 16

     effect of which would have a material adverse effect on the ability of
     Buildscape to perform its obligations under this Agreement  or  result
     in  the creation of any lien, charge or encumbrance upon any asset  of
     Buildscape.

                    (iv)   EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUILDSCAPE
     MAKES  NO  REPRESENTATIONS  OR  WARRANTIES  OF  ANY  KIND  WHATSOEVER,
     DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
     TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
     PURPOSE,  WITH  RESPECT TO ANY GOODS OR SERVICES TO BE PROVIDED  UNDER
     THIS AGREEMENT.

     12.2   Representations  and Warranties of the  Lumber  Company.   The
            --------------------------------------------------------
Lumber Company hereby represents and warrants to Buildscape as follows:

                    (i)   Authorization.  All corporate action on the  part
                          --------------
     of  the  Lumber  Company,  its  officers, directors  and  stockholders
     necessary  for  the  authorization, execution  and  delivery  of  this
     Agreement,  and  the  performance of all  obligations  of  the  Lumber
     Company  thereunder has been taken, and this Agreement, when  executed
     and delivered by the Lumber Company, will constitute valid and legally
     binding  obligation  of  the Lumber Company, enforceable  against  the
     Lumber Company in accordance with its terms.

                    (ii)   Intellectual Property.  The Lumber Company  owns
                           ----------------------
     or  possesses  sufficient legal rights to all IPR  necessary  for  its
     business  as  now conducted without any conflict with, or infringement
     of,  the  rights  of others. The Lumber Company has not  received  any
     written  communications alleging that any the Lumber Company IPR  have
     violated  or  would violate any of the IPR of any  Third  Party.   The
     Lumber  Company  is not aware that any of its employees  is  obligated
     under  any  contract or other agreement, or subject to  any  judgment,
     decree  or  order  of any court or administrative agency,  that  would
     interfere with such employee's ability to promote the interests of the
     Lumber  Company  or  that  would conflict with  the  Lumber  Company's
     business.  Neither  the  execution, delivery or  performance  of  this
     Agreement, nor the carrying on of the Lumber Company's business as now
     conducted  by the employees of the Lumber Company, will conflict  with
     or  result in a breach of the terms, conditions, or provisions of,  or
     constitute a default under, any contract, covenant or instrument under
     which any such employee is now obligated.

                    (iii)    Compliance   With  Other   Instruments.    The
                             ---------------------------------------
     execution, delivery and performance of this Agreement will not  result
     in  any  violation  of or be in conflict with or constitute,  with  or
     without the passage of time and giving of notice, a default under  any
     provision  of  the  Lumber  Company's,  charter  or  bylaws   or   any

                                        16

<PAGE> 17

     instrument,  judgment, order, writ, decree or contract  to  which  the
     Lumber Company is a party or by which the Lumber Company is bound,  or
     any  provision  of  any federal or state statute, rule  or  regulation
     applicable  to the Lumber Company, the effect of which  would  have  a
     material  adverse  effect  on the ability of  the  Lumber  Company  to
     perform its obligations under this Agreement or result in the creation
     of  any  lien,  charge  or encumbrance upon any asset  of  the  Lumber
     Company.

                    (iv)   EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LUMBER
     COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
     DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
     TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
     PURPOSE,  WITH  RESPECT TO ANY GOODS OR SERVICES TO BE PROVIDED  UNDER
     THIS AGREEMENT.

     Section 13.  Indemnification.
                  ----------------

     13.1   Indemnification.  The Lumber Company and Buildscape each  shall
            ----------------
indemnify the other, its Affiliates and its officers, directors, employees,
representatives,  shareholders,  successors,  assigns,  and   agents   (the
"Indemnified Parties") against, and hold all of them harmless from any  and
all   debts,   claims,   deficiencies,   actions,   proceedings,   demands,
assessments, orders, writs, decrees, liabilities, suits, costs,  judgments,
penalties,  obligations,  losses, damages  and  other  expenses  (including
reasonable attorneys' and accounting fees) (collectively, "Damages") of any
nature and of any kind whatsoever which may be made against or incurred  by
any  of  them  resulting  from a Third Party claim  ("Third  Party  Claim")
resulting  from  or  arising out of or in any way connected  with  (i)  any
breach  by  the other party of any representation, warranty,  agreement  or
covenant  made  by  such other party in this Agreement or  (ii)  any  sales
effected by such party on or through the Site or the Lumber Company Site to
the  extent that such Damages do not result from the action or inaction  of
an Indemnified Party.

     13.2   Operation of Indemnity.  Upon the occurrence of any  event  for
            -----------------------
which  any party is entitled to indemnification under this Agreement,  such
party   ("Indemnified  Party")  shall  promptly  notify  the  other   party
("Indemnitor") of the type of Damages and the amount of such  Damages.   No
failure  of  an  Indemnified Party to promptly notify an  Indemnitor  shall
relieve  the  Indemnitor from any obligation to indemnify  the  Indemnified
Party  unless  and to the extent the Indemnitor is actually  prejudiced  by
such  delay  in  notification. Within 10 days of delivery of  such  notice,
Indemnitor  shall  either pay to the Indemnified  Party,  by  certified  or
official  bank  check,  the  full amount  of  such  Damages  or  provide  a
certificate  from a responsible officer setting forth in reasonable  detail
the  reasons  why  Indemnitor does not believe that the  claim  constitutes
Damages under this Agreement.  The Indemnified Party  shall have the  right

                                        17

<PAGE> 18

to offset the amount of any  Damages for which it reasonably believes it is
entitled to indemnification against all amounts which Indemnified Party may
at any time owe to Indemnitor.

     13.3  Claims by Third Party.  Subject to the provisions of Section  14
           ----------------------
hereof,  if a Third Party Claim is made or proceeding is commenced  against
an  Indemnified  Party,  such Indemnified Party will  promptly  notify  the
Indemnitor   in writing.  No failure of an Indemnified Party to  so  notify
the  Indemnitor  shall  relieve  the Indemnitor   from  the  obligation  to
indemnify the Indemnified Party unless and to the extent the Indemnitor  is
actually prejudiced by such failure. Such Indemnified Party will accord the
Indemnitor   the  opportunity to assume entire  control  for  the  defense,
compromise  or  settlement of any such Third Party Claim  through  its  own
counsel  and  at  its  own expense; provided that  no  such  compromise  or
settlement  shall include any non-monetary terms and conditions  applicable
to such Indemnified Party without the consent of the Indemnified Party; and
provided further, that the Indemnified Party may retain its own counsel  at
its  own expense (the Indemnitor shall only be liable for the cost  of  one
such  counsel for all Indemnified Parties) if the Indemnitor, within thirty
(30)  days  (or such shorter period required to file a responsive pleading)
after notice of any Third Party Claim, fails to assume the defense of  such
Third  Party Claim.  If the Indemnitor Party does not assume entire control
of  the  defense, compromise or settlement of such Third Party  Claim,  the
Indemnified  Party  may compromise or settle any such  Third  Party  Claim.
Buildscape  and  the  Lumber Company each agrees to  cooperate  fully  with
respect to the defense of any Third Party Claim.

     Section 14.  Infringement Claims.
                  --------------------

     14.1  Lumber Company.  The Lumber Company reserves, and shall continue
           ---------------
to  have, any and all rights to commence, prosecute, compromise and  settle
any  claim,  action  or  proceeding for infringement,  unfair  competition,
unauthorized  use,  misappropriation or violation  of  any  of  the  Lumber
Company IPR by any Third Party or any claim, action or proceeding to defend
any  of  the  Lumber  Company IPR (collectively, the  "Lumber  Company  IPR
Claims").   The Lumber Company may commence, prosecute, compromise,  defend
or  settle  any such the Lumber Company IPR Claims, in its sole discretion,
but shall not have any obligation to do so. The Lumber Company shall notify
Buildscape  of  any Lumber Company IPR Claims related to the  Site  or  the
Lumber Company Site and shall keep Buildscape reasonably informed regarding
the  status  of any such Lumber Company IPR Claim and notify Buildscape  if
the Lumber Company elects to discontinue further prosecution or defense  of
the same.

     14.2   Buildscape.  Buildscape reserves, and shall continue to  have,
            -----------
any and all rights to commence, prosecute, compromise and settle any claim,
action  or  proceeding  for infringement, unfair competition,  unauthorized
use,  misappropriation  or violation of any of the Buildscape  IPR  by  any
Third Party or any action or proceeding to defend any of the Buildscape IPR
(collectively,  the  "Buildscape IPR Claims").   Buildscape  may  commence,
prosecute, compromise, defend or settle any such Buildscape IPR  Claims  in

                                        18

<PAGE> 19

its sole discretion, but shall not have any obligation to do so. Buildscape
shall notify the Lumber Company of any Buildscape IPR Claims related to the
Site  or  the  Lumber  Company  Site and  shall  keep  the  Lumber  Company
reasonably informed regarding the status of any such Buildscape  IPR  Claim
and  notify the Lumber Company if Buildscape elects to discontinue  further
prosecution or defense of the same.

     Section 15.  Additional Obligations of the Parties.
                  --------------------------------------

     15.1   Nondisclosure.   (a)   A  party  receiving  any  Confidential
            --------------
Information  (the  "Receiving Party") of the other party  (the  "Disclosing
Party")  shall exercise a reasonable degree of care, but in no  event  less
than  the  same degree of care that it uses to protect its own confidential
information  of a like nature, to keep confidential and not  disclose  such
Confidential Information. Without limiting the generality of the foregoing,
the  Receiving  Party shall disclose the Confidential  Information  of  the
other  party only to those of its employees and contractors (i) who have  a
reasonable  need  to know the Confidential Information  in  order  for  the
Receiving  Party  to  perform  under  this  Agreement,  and  (ii)  who  are
contractually   obligated  to  comply  with  the   disclosure   and   usage
restrictions  set  forth  in  this  Agreement  provided  that  Confidential
                                               --------------
Information  may only be disclosed to such contractors after the  Receiving
Party  provides not less than ten days (10) notice to the Disclosing  Party
of  its  intent to do so and the Disclosing Party does not object  thereto,
any  such  objection  not  to  be  made unreasonably.   Such  notice   must
specifically  identify the contractor and the purpose of the disclosure  by
the Receiving Party. In addition, each party may, without the prior written
consent  of  the  other  party disclose the existence  and  terms  of  this
Agreement to potential sources of financing who are contractually obligated
to maintain the confidentiality of such information.

        (b) The obligations set forth for release by the Receiving Party in
(a) above shall not apply to any Confidential Information to the extent it:
(i)  is  approved  by prior written authorization of the Disclosing  Party;
(ii)  is  disclosed in order to comply with a judicial order  issued  by  a
court  of competent jurisdiction, in which event the Receiving Party  shall
give  prior  written notice to the Disclosing Party of such  disclosure  as
soon  as practicable and shall cooperate with the Disclosing Party in using
all  reasonable  efforts  to  obtain an  appropriate  protective  order  or
equivalent, provided that the information shall continue to be Confidential
Information  to  the  extent  it is covered by  such  protective  order  or
equivalent;  (iii)  becomes generally available to the public  through  any
means  other than a breach by the Receiving Party of its obligations  under
this  Agreement; (iv) was in the possession of the Receiving Party  without
obligation  of  confidentiality prior to receipt or disclosure  under  this
Agreement  as  evidenced by written records made prior to such  receipt  or
disclosure;  (v) is developed independently by the Receiving Party  without
the use of or benefit from any of the Confidential Information of the other
party  or without breach of this Agreement, as evidenced by written records
of  the  Receiving  Party in existence as of disclosure by  the  Disclosing
Party;  or  (vi)  is  required to be disclosed by any  national  securities

                                        19

<PAGE> 20

exchange,  by  government rule or regulation (e.g., in  connection  with  a
securities  filing) or by any other provisions of applicable law,  provided
that  the Receiving Party gives the Disclosing Party advance written notice
(to  the  extent  practicable) of the disclosure and  cooperates  with  the
Disclosing  party  in  any reasonable attempt to limit  the  scope  of  the
required   disclosure.   In  any  dispute  over  whether   information   is
Confidential Information under this Agreement, it will be the burden of the
Receiving  Party to show that such contested information falls  within  the
exceptions set forth in this paragraph.

     15.2  No Contest of the Lumber Company IPR.  Buildscape shall  not
           -------------------------------------
contest  or  otherwise  challenge (in any legal action  or  otherwise),  or
assist  or encourage any other Person to contest or challenge, the validity
of  any  the  Lumber  Company IPR; provided that the  foregoing  shall  not
preclude  Buildscape from claiming that the IPR in question  is  Buildscape
IPR.

     15.3   No  Contest  of Buildscape IPR.  The Lumber Company  shall  not
            -------------------------------
contest or otherwise challenge (e.g., in any legal action or otherwise), or
assist  or encourage any other Person to contest or challenge, the validity
of  any Buildscape IPR; provided that the foregoing shall not preclude  the
Lumber Company from claiming that the IPR in question is the Lumber Company
IPR.

     15.4   Use  of  IPR.   Except  as expressly  set  forth  herein,  this
            -------------
Agreement shall not be construed as granting any rights whatsoever  to  any
party  with respect to the IPR of the other Party, and neither Party  shall
claim any such rights to IPR of the other Party.

     Section 16.  Resolution of Disputes.
                  -----------------------

     16.1   General.   If  any  dispute relating to this  Agreement  arises
            --------
between the parties, other than a dispute as to rights to IPR, that is  not
otherwise  resolved,  then each party shall follow the  dispute  resolution
procedures set forth in this Section 16 unless otherwise agreed in  writing
by the parties at the time the dispute arises.

     16.2  Initiation of Procedures.  If a party seeks to initiate  the
           -------------------------
procedures  under  this  Section 16, such party will  give  written  notice
thereof to the other party. Such notice will (a) state that it is a  notice
initiating  the  procedures under this section, (b)  describe  briefly  the
nature  of  the  dispute and the initiating party's claim  or  position  in
connection with the dispute, and (c) identify an individual with  authority
to  settle  the dispute on such party's behalf. Within ten (10) days  after
receipt of any notice under this Subsection 16.2, the receiving party  will
give  the  initiating  party  written notice  that  describes  briefly  the
receiving  party's claims and positions in connection with the dispute  and
identifies an individual with the authority to settle the dispute on behalf
of the receiving party.

     16.3    Pre-Arbitration  Discussion.  The  parties  will   cause   the
             ----------------------------
individuals  identified in their respective notices under  Subsection  16.2

                                        20

<PAGE> 21

hereof  to  promptly  make  such  investigation  of  the  dispute  as  such
individuals deem appropriate. Promptly and in no event later than ten  (10)
days  after the date of the initiating party's notice under Subsection 16.2
hereof, such individuals will commence discussions concerning resolution of
the  dispute.   If the dispute has not been resolved within 30  days  after
commencement of such discussions, then any party may request that the other
party  make its chief executive officer available to discuss resolution  of
such  dispute.  Each party will cause its chief executive officer  to  meet
together  with  the other party's chief executive officer to  discuss  such
dispute  at a mutually agreed upon time within 15 days after a party  makes
such  request.   If the dispute has not been resolved within 15 days  after
the  chief  executive  officers of the parties have  first  met,  then  the
parties shall enter into mediation with a mutually agreed upon mediator  or
mediation firm.  If the mediator is unable to resolve the dispute within 15
days  following the commencement of mediation or the parties are unable  to
agree  on  a  mediator, any party may submit the dispute to arbitration  in
accordance with Subsection 16.4 hereof.

     16.4.   Dispute  Resolution; Arbitration.  (a)  If any  dispute  under
             ---------------------------------
this Agreement arises and the parties are unable to resolve such dispute in
accordance  with  Subsections 16.1, 16.2 and 16.3  hereof,  the  unresolved
matter  shall  be  resolved  by binding arbitration  if  a  party  requests
arbitration  in accordance with this Subsection 16.4 hereof. The  place  of
arbitration  shall  be  in  Jacksonville,  Florida.  Arbitration  shall  be
conducted  under  the  auspices  of  the American  Arbitration  Association
("AAA"). Except as otherwise provided in this Subsection 16.4, the Rules of
the  AAA  shall govern all proceedings; and in the case of conflict between
the  AAA  Rules and this Agreement, the provisions of this Agreement  shall
govern.

        (b) Any  party may initiate arbitration by making a demand  on  the
other parties in accordance with the AAA Rules.  The dispute or controversy
shall  be  submitted to a panel of three neutral arbitrators, all  of  whom
shall  be  selected from the list of neutrals maintained  by  the  AAA,  as
existing at the time arbitration is invoked, one of whom shall be selection
by Buildscape, one of whom shall be selected by the Lumber Company, and the
third  of  whom  shall be selected by joint agreement  of  the  arbitrators
selected by Buildscape and the Lumber Company.

        (c) The parties shall have the right of discovery in accordance with
the  Federal  Rules  of  Civil  Procedure and shall  make  the  disclosures
required  by  Rule  26(a)  thereof,  except  that  discovery  may  commence
immediately  upon  the  service of the demand for  arbitration.  A  party's
unreasonable  refusal  to cooperate in discovery  shall  be  deemed  to  be
refusal to proceed with arbitration and, until AAA has designated all three
arbitrators, the parties may enforce their rights (including the  right  of
discovery)  in  the  courts.  Such enforcement  in  the  courts  shall  not
constitute a waiver of a party's right to arbitration. Upon appointment  of
all  three arbitrators, the arbitrators shall have the power to enforce the
parties' discovery rights.

       (d) The parties shall be bound by the decision of the arbitrators and
accept  their decision as the final determination of the matter in dispute,

                                        21

<PAGE> 22

except  as  provided under Florida law permitting the appeal of arbitration
results  on  grounds of bias or misbehavior on the part of  an  arbitrator.
Under  no  circumstances, other than an appeal under Florida law  based  on
allegations  of  bias  or misbehavior on the part of an  arbitrator,  shall
either  party  appeal  or contest  the decision of  the  arbitrators.   The
prevailing  party shall be entitled to enter a judgment in any  court  upon
any   arbitration  award  made  pursuant  to  this  Subsection  16.4.   The
arbitrators  shall  award  the  costs  and  expenses  of  the  arbitration,
including  reasonable attorneys' fees, disbursements, arbitration expenses,
arbitrators' fees and the administrative fee of the AAA, to the  prevailing
party as shall be determined by the arbitrators.

     16.5   Exclusive Remedy.  The procedures set forth in this Section  16
            -----------------
shall  be  the  parties'  sole remedy for resolving  disputes,  other  than
disputes  as  to  rights  to  IPR and disputes  for  which  arbitration  in
accordance  with Section 16.4 hereof is not requested, under the Agreement.
The  provisions of this Section 16 shall not apply to disputes as to rights
to IPR or as to which arbitration is not requested.

     Section 17.  Damages
                  -------

     17.1  Direct  Damages.   OTHER THAN EACH PARTY'S  PAYMENT  OBLIGATIONS
           ----------------
UNDER  SECTION 6 HEREOF, AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER
SECTION 16 HEREOF, IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY TO  THE
OTHER  ARISING  OUT  OF  OR  RELATED TO THIS AGREEMENT,  WHETHER  BASED  IN
CONTRACT,  NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL  OR  EQUITABLE
THEORY, EXCEED THE GREATER OF (I) $100,000 OR (II) THE AMOUNTS RECEIVED  BY
SUCH PARTY FROM THE OTHER UNDER THIS AGREEMENT.

     17.2  Consequential Damages.  In no event will either party have  any
           ----------------------
liability, whether based in contract, tort (including negligence), warranty
or  other  legal or equitable grounds, for any loss of interest, profit  or
revenue  by the other party or for any consequential, indirect, incidental,
special, punitive or exemplary damages suffered by the other party, arising
from  or related to this Agreement, even if such party has been advised  of
the possibility of such losses or damages.

     Section 18.  Miscellaneous.
                  --------------

     18.1  Insurance.  Each party shall maintain at all times and at its
           ----------
own expense insurance in such amounts, and with such coverage and terms, as
are  commercially  reasonable in light of the business  conducted  by  such
party.

     18.2   Assignment;  Sale of Assets or Capital Stock.   This  Agreement
            ---------------------------------------------
shall  be binding upon and inure to the benefit of the parties hereto,  and
the  legal  representatives, successors in interest and permitted  assigns,
respectively, of each such party. This Agreement shall not be  assigned  in
whole  or  in  part by any party without the prior written consent  of  the
other party.

                                        22

<PAGE> 23

     18.3  Notices.  All notices, requests, demands, applications, services
           --------
of  process,  and other communications that are required to be  or  may  be
given under this Agreement shall be in writing and shall be deemed to  have
been duly given if sent by telecopy or facsimile transmission, or delivered
by  courier  or  overnight  delivery service,  first  class  mail,  postage
prepaid, return receipt requested, to the parties to this Agreement at  the
following addresses:


     If to Buildscape:             Buildscape, Inc.
                              7800 Belfort Parkway
                              Jacksonville, Florida 32256
                              FAX:  904-296-0584
                              Attention: President

     If to the Lumber Company:     Wickes Inc.
                              706 North Deerpath Drive
                              Vernon Hills, Illinois  60061
                              FAX:  367-847-3750
                              Attention:  President


or  to  such other address as the party shall have furnished to  the  other
party  by notice given in accordance with this Subsection 18.3. Such notice
shall  be  effective (a) if delivered in person or by courier or  overnight
delivery service, upon actual receipt by the intended recipient, or (b)  if
sent  by  telecopy or facsimile transmission, on the date  of  transmission
unless  transmitted  after normal business hours,  in  which  case  on  the
following  date,  or  (c)  if  mailed, upon the  date  of  first  attempted
delivery.

     18.4  Waiver.  No provision of this Agreement shall be deemed to be
           -------
waived  and  no breach excused unless such waiver or consent  shall  be  in
writing  and  signed  by  the  party that is  claimed  to  have  waived  or
consented.  The failure of a party at any time, or from time  to  time,  to
require performance by the other party of any provision hereof shall in  no
way  affect  the rights of such party thereafter to enforce  the  same  nor
shall  the waiver by a party of any breach of any provision hereof  by  the
other party constitute a waiver of any succeeding breach of such provision,
or  a  waiver of any provision itself, or a waiver of any other  provisions
hereof.

     18.5   Severability.  This Agreement will be enforced to  the  fullest
            -------------
extent permitted by applicable law. If for any reason any provision of this
Agreement  is held to be invalid or unenforceable to any extent, then:  (a)
such  provision will be interpreted, construed or reformed  to  the  extent
reasonably  required to render the same valid, enforceable  and  consistent
with the original intent underlying such provision; (b) such provision will
be  void to the extent it is held to be invalid or unenforceable; (c)  such
provision  will  remain in effect to the extent that it is not  invalid  or

                                        23

<PAGE> 24

unenforceable; and (d) such invalidity or unenforceability will not  affect
any  other  provision of this Agreement or any other agreement between  the
parties.

     18.6   Governing  Law.   This  Agreement  shall  be  governed  by  and
            ---------------
construed  according to the laws of the State of Florida without regard  to
its  choice  of law provisions. The parties consent to the jurisdiction  of
any  Florida   court  located within Duval County  and  the  United  States
District  Court for the Middle District of Florida (Jacksonville  Division)
and  waive  any  right  to  assert  that  any  such  court  constitutes  an
inconvenient or improper forum.

     18.7   Publicity.   Neither party shall, without the approval  of  the
            ----------
other,  make any press release or other public announcement concerning  the
transactions  contemplated by this Agreement, except as and to  the  extent
that  any  such  party  shall be so obligated  by  law  or  by  the  rules,
regulations  or policies of any national securities exchange or association
or  governmental entity, in which case the other party shall be advised and
the  parties  shall  use their best efforts to cause a  mutually  agreeable
release  or announcement to be issued; provided, however, that the  parties
hereby  acknowledge and agree that communications among  employees  of  the
parties  and  their  attorneys, representatives  and  agents  necessary  to
consummate  the  transactions contemplated hereby shall  not  be  deemed  a
public  announcement  for  purposes  of  this  Subsection  18.7.  Upon  the
execution and delivery of this Agreement, the parties hereto will cooperate
in respect of the immediate issuance of a mutually acceptable press release
relating to the transactions contemplated by this Agreement.

     18.8   Entire  Agreement.    All  schedules  to  this  Agreement   are
            ------------------
incorporated  in  and constitute a part of this Agreement.  This  Agreement
including  the schedules hereto and thereto, each as amended from  time  to
time,  constitute the entire understanding between the parties in  relation
to   the  subject  matter  hereof  and  supersede  all  prior  discussions,
agreements and representations related to this subject matter, whether oral
or  written  and  whether  or  not executed by a  party.  Unless  otherwise
provided in this Agreement, no modification, amendment or other change  may
be made to this Agreement or any part thereof unless reduced to writing and
executed by authorized representatives of all parties.

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

     18.10   Titles and Subtitles.  The titles and subtitles used  in  this
             ---------------------
Agreement and in the schedules hereto are used for convenience only and are
not to be considered in construing or interpreting this Agreement.

     18.11   Force  Majeure.   Neither party shall  be  responsible  for  a
             ---------------
failure  to meet its obligations under this Agreement to the extent  caused
by  the  following: (a) materially inaccurate data submitted by  the  other
party; (b) any failure by the other party to meet its obligations stated in

                                        24

<PAGE> 25

this  Agreement; (c) any failure of equipment, facilities or  services  not
controlled or supplied by such party; or (d) failure(s) caused by  acts  of
God,  acts  of nature, riots and other major civil disturbances, strike  by
such  party's  personnel,  sabotage,  injunctions  or  applicable  laws  or
regulations,  in each case without breach by such party of any  obligations
under this Agreement with regard to either such event or such failure.  The
Lumber Company or Buildscape, as applicable, agrees to use its commercially
reasonable  efforts  to restore performance of its obligations  under  this
Agreement as soon as reasonably practicable following any such event.

     18.12   Injunctive Relief.  The parties acknowledge  that  a  material
             ------------------
breach of this Agreement would cause irreparable harm, the extent of  which
would  be difficult to ascertain. Accordingly, they agree that, such  party
will  be entitled to obtain immediate injunctive relief in the event  of  a
material  breach of this Agreement to enjoin such breach pending resolution
pursuant to this Agreement.

     18.13   Attorneys'  Fees.  Subject to the provisions  of  Section  16
             -----------------
hereof,  in the event any action is commenced to enforce the provisions  of
this  Agreement, then the prevailing party in such action shall be entitled
to recover from the other party such prevailing party's costs and expenses,
including attorneys fees incurred in connection with such action.

                         (SIGNATURE PAGE FOLLOWS)

                                        25

<PAGE> 26

     IN  WITNESS  WHEREOF,  each of the parties  hereto  has  caused  this
Agreement  to  be  executed on its behalf by its  officers  thereunto  duly
authorized, all as of the date first above written.

                                   BUILDSCAPE, INC.



                                   By_/s/______________________________
                                     ----------------------------------


                                   WICKES  INC.



                                   By_/s/______________________________
                                     ----------------------------------

[CERTAIN  CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY  WITH
THE S.EC. PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ]

                                        26

<PAGE> 27

Schedule 1
----------

                          Operational Guidelines
                          ----------------------

Enrollment  Activities.  Buildscape and the Lumber Company will  develop  a
plan to introduce, enroll and familiarize the Lumber Company Customers with
the  features  and  functions of the Lumber Company Site  (the  "Enrollment
Plan").   Buildscape and the Lumber Company will generally cover their  own
internal  costs  of enrollment activities and will equally  share  external
costs of printed materials, customer connectivity and hardware as required,
seminars, builders shows, etc. as mutually agreed in the Enrollment Plan.

Employee  and  Customer Training. Buildscape and the  Lumber  Company  will
develop a plan (the "Training Plan") to provide appropriate training to the
Lumber  Company's  employees and Customers to effectively  use  the  Lumber
Company Site. Buildscape and the Lumber Company will generally cover  their
own  internal  costs of enrollment activities and will  equally  share  the
costs  of printed materials and other direct external costs of training  as
mutually  agreed in the Training Plan. The Lumber Company's employees  will
receive  appropriate training, on the features and functions of the  Lumber
Company  Site  to  allow  them to assist with the  enrollment  and  ongoing
support process.  Sales representatives will play an integral part  in  the
Lumber Company Customer enrollment, training and sales processes.

Customer  Assignment.  Every customer who registers at the Site, and  whose
delivery  or  billing  address falls within the Lumber  Company  Area,  may
choose  the  Lumber Company as the source for Lumberyard  Products.  If  an
Other  Lumberyard  serves the Customer's area in  addition  to  the  Lumber
Company,  the customer may choose between the Lumber Company and the  Other
Lumberyard  and  may  utilize  both  the  Lumber  Company  and  the   Other
Lumberyard.   If  the  customer  has no preference  and  desires  to  order
Lumberyard Products, then such assignment will be made by Buildscape to the
Lumber  Company with the highest priority based on oldest date of  entering
into this Agreement or an Other Lumberyard Agreement with Buildscape.

National  Catalog  Products.  On the Lumber Company Site,  Buildscape  will
make   National  Catalog  products  available  for  sale.  Buildscape  will
determine the pricing of National Catalog Products.

Lumberyard Products.   On the Lumber Company Site, the Lumber Company  will
make  Lumberyard  Products  available for Sale.  The  Lumber  Company  will
determine the pricing of Lumberyard Products.

Product  Fulfillment.   The  Lumber Company  will  fulfill  all  Lumberyard
Product orders from the Lumber Company Customers.  Buildscape will fulfill,

                                        27

<PAGE> 28

or will cause to be fulfilled, all National Catalog Product orders from the
Lumber Company Customers.

Sales Taxes. Each party will pay any sales, use or value-added taxes to any
state or governmental entity for sales booked by that party.

Chargebacks, Credit Risk, Product Returns.  The party who records the  sale
to  the  customer  shall  bear all costs and risks related  to  such  sale,
including chargebacks, credit collections, transaction processing costs and
product returns.

National  Catalog  Products  that are sold direct  to  the  Lumber  company
customers may be returned to the Lumber Company and the Lumber company will
process  those  returns for Buildscape and will return  those  products  to
Buildscape.   Buildscape will pay the Lumber Company for return  processing
at a rate to be agreed upon by the parties hereto.

In  the  event the Lumber Company purchases National Catalog Products  from
Buildscape for resale to the Lumber Company Customers and the products  are
returned  to  the  Lumber  Company  by the  Lumber  Company  Customers  who
purchased  those products from the Lumber Company, the Lumber  Company  may
return those products to Buildscape.

In  the  event  Buildscape purchases Lumberyard Products  from  the  Lumber
company for resale to Buildscape Customers and the products are returned to
Buildscape  by  the Buildscape customers who purchased those products  from
Buildscape, Buildscape may return the products to the Lumber Company.

Product  return and refund rates will be reviewed during the  Pilot  Period
and  Buildscape and the Lumber Company will jointly determine the need  for
and the amount of any restocking fees.

The Lumber Company will establish an Internet Vendor ID# so that Buildscape
can  present E-Commerce transactions that are the Lumber Company  Sales  on
behalf  of  the Lumber Company.  Until the Lumber Company has  an  Internet
Vendor   ID#,   Buildscape   will  present  all  E-Commerce   credit   card
transactions.  Buildscape will remit to the Lumber Company the  transaction
amount  less  the transaction fees incurred by Buildscape to  complete  the
order.

Piggyback Credit.  The Lumber Company and Buildscape will agree upon  terms
pursuant to which the Lumber Company will provide credit facilities for the
Lumber  Company  Customers to purchase National Catalog Products  with  the
goal  of  providing a single account for the Lumber Company   Customer  for
both Lumberyard Products and National Catalog Products.

Customer Billing.  The parties will develop a billing process such that the
Lumber  Company  Customers  receive a single bill  that  incorporates  both

                                        28

<PAGE> 29

purchases  from  the  Lumber Company Site and offline  purchases  from  the
Lumber Company.  The parties will provide on-line account reconciliation on
the  Lumber  Company Site for the Lumber Company Customers  for  all  those
customers' on line and off line purchases.

Billing and Payments by Parties.  Buildscape will provide on a daily  basis
a  record, and within two business days following the end of each month,  a
detailed  summary  report,  of all sales invoiced  to  the  Lumber  Company
Customers  sold  through the Lumber Company  Site.  Within  seven  business
days following the end of each month, the parties will review, verify,  and
compare the summary reports and agree to the net amount of fees owed.   The
agreed  net amount of fees owed one party will be due and payable  to  that
party by the 15th day of the month following the month for which such  fees
were earned.

Brands  And Advertising.  The parties will collaborate on: (1)  the content
included  on  the Lumber Company  Site;  (2) the use of the Lumber  Company
Trademarks  on the Lumber Company  Site; and (3)  the content included  in,
and the presentation of, the Action Links on the Lumber Company  Site.  The
Lumber Company  will have final approval regarding any representations made
relating  to the scope or quality of the Lumber Company  services  and  the
pricing  for  the  Lumber  Company  Products.  Buildscape  and  the  Lumber
Company   will  collaborate  on all advertising that  promotes  the  Lumber
Company  Site.  All Buildscape advertising through a medium other than  the
Lumber  Company   Site  or  the Site and primarily  focused  on  the  local
delivery  of the Lumber Company  Products and Overlap Products through  the
Lumber  Company Site will be co-branded with the Buildscape and the  Lumber
Company' Trademarks. Any advertising by the Lumber Company relating to  the
Lumber  Company  Site  will be co-branded with Buildscape  and  the  Lumber
Company'  Trademarks.   Buildscape will not accept or  display  advertising
from  any  lumberyard or hardware store, including but not limited  to  any
Lumberyard  Chain,  except the Lumber Company on the Lumber  Company  Site.
Buildscape  will control all content and advertising on the  Site  and  the
Lumber Company  Site, with the exception of any areas of the Lumber Company
Site  that are general Lumber Company information and non-commerce related.
Buildscape will receive all revenues from any advertising on the  Site  and
the  Lumber  Company  Site.  [Wickes Only:  Certain advertising commissions
will  continue  to  be paid to the Lumber Company pursuant  to  a  separate
existing agreement.]

Buildscape  Auction.  The  Lumber Company will  to  the  extent  reasonably
possible,  and  as  determined  solely  by  the  Lumber  Company,   support
Buildscape  Auction  and  other Buildscape Special Market  efforts  through
providing  product,  industry  contacts,  and  by  assisting  in  directing
customers to the Auction and other "Special Market" areas of the  Site  and
the Lumber Company Site.

Delivery  and  Shipping Services.  The Lumber Company  will  provide  local
delivery  services  for  the Lumber Company Products  sold  on  the  Lumber
Company  Site. Buildscape will ship National Catalog Products,  ordered  by
the  Lumber  Company  Customers through the Lumber Company   Site,  to  the

                                        29

<PAGE> 30

address, by the carrier and at the priority specified in the order.  At the
direction  of  the Lumber Company Customers, Buildscape may  ship  National
Catalog Products to the Lumber Company's retail stores for aggregation  and
pick-up or delivery, for reasonable and customary charges to be agreed upon
by the parties.

Customer  Services.   The Lumber Company will provide  reasonable  customer
service assistance for all orders of the Lumber Company Products placed  on
the  Lumber  Company Site in accordance with the Lumber Company's  standard
policies.   Buildscape will provide reasonable customer service  assistance
for all orders of National Catalog Products.

Performance Criteria.  Buildscape and the Lumber Company will work in  good
faith to establish performance milestones and requirements for each party.

                                        30

<PAGE> 31

Schedule 2
----------

                                Schedule 2
                                ----------
         Sales Recordation, Fees, Terms of Product Purchase, etc.
         --------------------------------------------------------


Sales Recordation
-----------------

1.   Sales will be recorded by Buildscape for the following:

  1.1. Sales of National Catalog Products from Buildscape to Lumber Company
       for resale to Lumber Company Customers
  1.2. Sales of all products from Buildscape to customers who do not have
       Lumber Company store credit or who are not covered by items 2.1
       through 2.3 under this heading

2.   Sales will be recorded by the Lumber Company for the following:

  2.1. Sales of all products to all customers who have Lumber Company store
       credit
  2.2. Sales of all products to all other customers who purchase Lumberyard
       Products and who the Lumber Company and Buildscape agree to define as a
       Lumber Company Customer when those Lumberyard Product purchases are made.
       (Such definition to be made upon completion of the Pilot Period.)
  2.3. Sales of Lumberyard Products from Lumber Company to Buildscape for
       resale to Buildscape customers

Fee Structure
-------------

Interparty Product Sales
------------------------

  Gross  Profit Agreement:   For interparty product sales, as described  in
  ------------------------
  items  1.1  and 2.3 under the heading "Sales Recordation", 75%  and  90%,
  respectively,   of  the  final total Gross Profit  will  be  retained  by
  Buildscape or Wickes, respectively..

  Resale  Terms  of Purchase:  For sale of product between  Buildscape  and
  ---------------------------
  Lumber  Company for purposes of resale, each will bill the other  on  net
  30-day  terms.  Late fees and other terms will be developed upon complete
  of the Pilot Period.

                                        31

<PAGE> 32


Transaction & Incremental Sales Fees:
-------------------------------------

The parties will each pay fees to the other based on revenue as follows:

  Transaction Fees:
  -----------------

  -  Lumber  Company  will pay Buildscape a fee for all transactions  of
     Lumberyard Products that occur through the site in the amount of 0.5% of
     sales.

  Incremental Sales Fees:
  -----------------------

  -  Lumber Company will pay Buildscape a fee on all Incremental Lumberyard
     Product sales in the amount of 10% of the gross profit derived from such
     sales.  Incremental sales for Lumberyard Products are generally those sales
     that exceed the baseline expected sales for the Lumber Company through the
     term of this Agreement.  The baseline expected sales and Incremental sales
     will be defined and mutually agreed to in good faith between the parties
     upon completion of Pilot Period.

  -  Buildscape  will  pay Lumber Company a fee on all National  Catalog
     Product sales to Lumber Company Customers of a type described in item 1.2
     under the heading "Sales Recordation" (but specifically excluding such
     sales described in item 1.1 under such heading)  in the amount of 10% of
     the gross profit derived from such sales.

The  parties  agree to review the Pilot Program results and to  revise  the
transaction  &  Incremental sales fee structure and rates  as  required  to
ensure  they are economically feasible for both parties upon completion  of
the  Pilot  Program.   It  is contemplated that Incremental  Sales  may  be
defined  in any number of ways including subgroups of customers,  subgroups
of  products or product categories, overall or per customer sales  volumes,
etc.  The parties will review all options during and upon completion of the
Pilot to mutually determine the best means for measuring Incremental Sales.

Buildscape Auction Sales Fees
-----------------------------

Fees  paid  to  Buildscape  by the Lumber Company for  Lumberyard  products
posted  and/or sold on Buildscape Auction will be 2% of gross revenue  from
such  sales.   This  rate  will be reviewed upon completion  of  the  Pilot
Period.   In  no event shall fees paid be higher than the best  and  lowest
fees paid by any other seller on Buildscape Auction.

                                        32