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                                                                    EXHIBIT 10.3

                               DEED OF COVENANT

This Deed of Covenant is made the 7th day of March 2001

BETWEEN:

(1)  Buy.com Inc a Delaware corporation whose registered office is at 85
     Enterprise, Aliso Viejo, California 92656, U.S.A.,(the "Covenantor");

(2)  buy.com Limited a company registered in England and Wales under number
     3709785 whose registered office is at 14 Flood Walk, London, SW3 5RG (the
     "Company");

(3)  JLP Victoria Limited a company registered in England and Wales under number
     3996267 whose registered office is at 171 Victoria Street, London, SW1E
     5NN (the "Purchaser").

WHEREAS:

Pursuant to the provisions of an Agreement date today between the Covenantor and
the Purchaser, (the "Sale Agreement") the Purchaser has agreed to acquire the
entire issued share capital of the Company and the Covenantor has agreed to
enter into this Deed.

OPERATIVE TERMS:

1.   INTERPRETATION

1.1  In this Deed unless the context or subject matter otherwise requires,
     expressions defined in the Sale Agreement shall have the same meanings and
     in addition the following expressions shall have the following meanings:

     "Marks" means the Buy.com Marks as defined in the Licence;

     "Restricted Activity" means the use in any form or way whatsoever of the
     Technology and Marks;

     "Restricted Area" means the United Kingdom and Republic of Ireland;

     "Restricted Period" means, subject to clause 2.2, a period of four years
     from the Completion Date; and

     "Technology" means the Licensed Technology;
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1.2  The provisions of clauses 1.2 to 1.4 (inclusive) of the Sale Agreement
     shall apply in this Deed (with the necessary modifications) as if repeated
     in this Deed and set out in full herein.

2.   COVENANTS

2.1  Subject to clause 2.2 and 2.5, the Covenantor hereby undertakes to each of
     the Purchaser and the Company that it will not either alone or jointly with
     others, whether as principal, agent, manager, shareholder, independent
     contractor or in any other capacity, directly or indirectly through any
     other person, for his own benefit or that of others:

     (a)  at any time during the Restricted Period engage in or carry on or be
          concerned or interested in any Restricted Activity within the
          Restricted Area in competition with the Company (other than as a
          holder for investment of no more than 10 per cent of any class of
          shares or securities dealt in on a recognised stock exchange); or

     (b)  at any time during the Restricted Period knowingly canvass or solicit
          orders for the supply of any goods or services the same or
          substantially similar to or otherwise competing with those supplied in
          the normal course of the Restricted Activity from any person who has
          been a customer of the Company during the 12 months preceding the
          Completion Date, or induce or seek to induce any such person to cease
          being a customer of the Company; or

     (c)  at any time during the Restricted Period do anything knowingly to
          assist any Competitor in any material way in carrying on or developing
          any Restricted Activity in the Restricted Area; or

     (d)  within 6 months after Completion solicit or entice away or knowingly
          encourage any employee (an "Employee") of the Company and/or the
          Purchaser to leave the employment of the Company and/or the Purchaser
          (as the case may be), whether or not such Employee would by reason of
          so leaving commit a breach of his contract of employment; or

     (e)  at any time after Completion make use of or disclose to any third
          party any confidential information relating to the Purchaser or the
          Company or to its or their businesses or affairs or any trade secrets
          which is not in the
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          public domain, except if and to the extent that such disclosure is
          required by law, but then only to the extent so required; or

     (f)  at any time after Completion represent itself or permit itself to be
          held out as being in any way connected with or interested in the
          business of the Company (other than the ongoing relationship pursuant
          to the Licence Agreement and a service agreement between the parties
          hereto of even date herewith);

     PROVIDED that none of the foregoing restrictions shall prohibit the
     Covenantor entering into co-development arrangements with third parties to
     co-develop various generic sub-component parts to an e-commerce technology
     solution if such generic sub-component parts are not used in such a way
     that they can be aggregated together.

2.2  In the event that the Covenantor is subject to a Change of Control before
     the expiry of a period of 4 years from the Completion Date:

     (a)  by a Competitor the definition of "Restricted Period" shall mean (i) a
          period of 2 years from the Completion Date or (ii) the period from the
          Completion Date until the date of Change of Control, whichever is
          longer; or

     (b)  by any person other than a Competitor the definition of "Restricted
          Period" shall mean (i) a period of 12 months from the Completion Date
          or (ii) the period from the Completion Date until the date of Change
          of Control, whichever is longer.

2.3  The Purchaser and the Company hereby undertake to the Seller that they will
     not within 6 months after Completion either alone or jointly with others,
     whether as principal, agent, manager, shareholder, independent contractor
     or in any other capacity, directly or indirectly through any other person,
     for their own benefit or that of others solicit or entice away or knowingly
     encourage an Employee of the Seller to leave the employment or the Seller,
     whether or not such Employee would by reason or so leaving commit a breach
     of his contract of employment;

2.4  Each of the covenants contained in clause 0 is entirely separate and
     severable and enforceable accordingly.  Each of such covenants is
     considered fair and reasonable in all the circumstances by the parties but
     in the event that any such restriction shall be found to be void or
     ineffective but would be valid and effective
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     if some part thereof were deleted or the duration or area of application
     reduced such restriction shall apply with such modification as may be
     necessary to make it valid and effective.

2.5  The Parties hereto acknowledge that it is not possible to limit all
     Internet based inquiries and promotion from or to a geographical territory.
     Accordingly, the Covenantor's incidental promotion of its business through
     the Internet and/or incidental conduct of its respective business with
     third parties located inside the Restricted Area will not constitute a
     breach of any of this Deed.  Incidental conduct shall include, but not be
     limited to general purpose advertising that the Covenantor targets to
     person's located outside the Restricted Area, but that reaches a de minimus
     percentage of persons located inside the Restricted Area.  The parties
     intend that, notwithstanding any variance in the application of laws
     between different territories, the foregoing will be construed to allow
     incidental promotion and business conduct within the Restricted Area to the
     same or an equivalent extent as the Covenantor is permitted to engage in
     the promotion and conduct of its business outside of the Restricted Area.

3.   GENERAL PROVISIONS

     The following provisions of the Sale Agreement shall apply to this Deed as
     if the same had been set out herein in full save that references therein to
     the Seller, its address and the Agreement respectively shall be construed
     as references to the Covenantor, its address specified in this Deed and
     this Deed:

     (a)      clause 11                 Continuing Obligations and Assignment

     (b)      clause 13                 Notices

     (c)      clause 15.3               Variation

     (d)      clause 16.1 and 16.2      Waiver

     (e)      clause 17                 Governing law.

4.   CLAIMS UNDER COVENANT

     If any allegation, claim, dispute or matter of difference arises in respect
     of this Deed ("Covenant Claim") and the Purchaser (or any Affiliate of the
     Purchaser) and/or the Company has commenced proceedings to enforce or in
     respect of a
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     breach or alleged breach of the Licence arising from the same facts or
     circumstances which give rise to the Covenant Claim then the Purchaser
     hereby agrees that it and its Affiliates, and the Company hereby agrees
     that it and its Affiliates, are prohibited from bringing proceedings to
     enforce or in respect of a breach of this Deed in relation to such Covenant
     Claim and may only seek and obtain relief through enforcement of the
     Licence.

     The parties hereto acknowledge that the Covenantor, the Company and John
     Lewis plc ("JLP") have entered into a similar agreement under the Licence
     pursuant to which if any allegation, claim, dispute or matter of difference
     arises in respect of the Licence ("Licence Claim") and the Covenantor, the
     Company or JLP and/or any Affiliate thereof has commenced proceedings to
     enforce or in respect of a Covenant Claim arising from the same facts and
     circumstances which give rise to the Licence Claim then the Covenantor, the
     Company and JLP and/or any Affiliate thereof have agreed that they shall be
     prohibited from bringing any proceedings to enforce or in respect of a
     breach of the Licence in relation to such Licence Claim and may only seek
     and obtain relief through enforcement of this Deed.

5.   TERMINATION OF LICENCE

     If the Licence is terminated in accordance with its terms, the provisions
     of this Deed shall cease to have effect.
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In witness whereof this Deed has been entered into the day and year first before
written.

Executed as a deed for   )
and on behalf            )
of Buy.Com Inc           )
in the presence of:      )



Executed as a deed for   )
and on behalf            )
of JLP Victoria Limited  )
in the presence of:      )


Executed as a deed for   )
and on behalf            )
of Buy.Com Limited       )
in the presence of:      )