<PAGE>

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                                                    Exhibit 10.5

                  Technology and Trademark License Agreement


          This Technology and Trademark License Agreement ("Agreement") is
entered into effective as of April 26, 2000 ("Effective Date") by and between
Buy.Com, Inc., a Delaware corporation ("Buy.Com") and BuyNow, Inc. a Delaware
corporation ("Licensee").

          WHEREAS, Buy.Com owns and operates an Internet superstore and, in
connection therewith, Buy.Com has developed and uses the Licensed Technology,
and Buy.Com is the owner of the Licensed Marks;

          WHEREAS, Licensee is formed as a wholly owned subsidiary of Buy.Com to
launch an outsource retail fulfillment business;

          WHEREAS, Buy.Com has distributed a 75% ownership interest in Licensee
to the stockholders of Buy.Com; and

          WHEREAS, Licensee desires to obtain, and Buy.Com desires to grant to
Licensee a license to use the Licensed Technology and Licensed Marks, to conduct
the Licensee Business in the Territory, on the terms and conditions specified
herein;

          NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and intending to be legally bound, the parties
hereto mutually agree as follows:

1.   DEFINITIONS.

     1.1. "Enhancement" means those changes or additions to the Licensed
          Technology that add new functions or modify performance thereto by
          changes in design or coding. As a matter of clarity, the
          "Enhancement" shall [***] and shall not include [***] thereto.
                               ---                         ---

     1.2. "Defect" means any failure of the Licensed Technology to
          substantially perform in accordance with the corresponding situation.

     1.3. "Licensed Marks" means the trademarks, service marks, trade names,
          logos, brands, domain names and other marks of Buy.Com listed on
          Exhibit B, and all variants and derivatives thereof including, but
          ---------
          not limited to, foreign language equivalents, transliterations,
          visual and phonetic equivalents and truncated forms, as used in
          connection with Licensee Business.

     1.4. "Licensee Business" means the Internet outsource retail fulfillment
          business operated by Licensee through the Licensee Site, that
          provides [***] services directly and solely for (i) [***]; (ii)
                    ---                                        ---
          companies or entities whose primary business is to [***]; or
                                                              ---
          (iii) companies or entities that operate [***]. The definition of
                                                    ---
          Licensee Business may be expanded only upon the express written
          approval of Buy.Com's Chief Executive Officer using the form attached
          hereto as Exhibit C which written approval shall serve as an
                    ---------
          amendment to this Agreement.

     1.5. "Licensed Technology" means (i) the software (in source code and
          object code) designs, specifications, data, inventions (whether
          patentable or not), discoveries, works of authorship, techniques,
          processes, methods, plans and other technology listed on Exhibit A,
                                                                   ---------
          (ii) the related specifications, manuals and documentation made
          available by Buy.Com, in any medium, and (iii) all Proprietary Rights
          therein.

     1.6. "Licensee Site" means the Internet site through which the Licensee
          Business shall be conducted in the Territory accessible through the
          URL www.BuyNow.com or any other URL needed as part of the Licensee
              --------------
          Business

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       1
<PAGE>

     1.7.  "Modification" means modifications or revisions to the Licensed
           Technology that correct Defects therein.

     1.8.  "Proprietary Rights" means all patent rights including, but not
           limited to, any rights in a U.S. Patent Application entitled "System
           and Method of Processing On-Line Transactions" which was filed on
           April 7, 2000 and claims priority to U.S. Provisional Patent
           Application No. 60/163,883 filed on November 5, 1999 ("the Patents"),
           as well as all copyright rights, trademark rights, trade secret
           rights, rights of publicity, rights of privacy, moral rights and
           other intellectual property or proprietary rights anywhere in the
           world.

     1.9.  "Territory" means anywhere in the world.

2.   TECHNOLOGY LICENSE.

     2.1.  License Grant.  Subject to the terms and conditions of this
           -------------
           Agreement, Buy.Com grants Licensee, under Buy.Com's Proprietary
           Rights in the Licensed Technology, a royalty-free, non-exclusive
           license to install, use, reproduce, display, perform, Modify and
           create derivative works of the Licensed Technology, [***]
                                                                ---
           (Technology License"). The Technology License may not be [***];
                                                                     ---
           provided, however, the Technology License [***], but only if the
                                                      ---
           the [***] between the  (i) [***], (ii) is [***], (iii) provides that
                ---                    ---            ---
           [***], (iv) provides that all [***], (v) provides that the [***],
            ---                           ---                          ---
           (vi) provides for [***] to any [***] and (vii) provides for such
                              ---          ---
           other [***] confidentiality that are reasonably necessary [***].
                  ---                                                 ---
           Notwithstanding the foregoing, the [***] in this Section 2.1 shall
                                               ---
           [***] (i) the [***] in connection with [***] or (ii) the date that
            ---           ---                      ---
           [***].
            ---

     2.2.  Covenant and Representations. Except as unambiguously provided
           ----------------------------
           herein, and as conditions of the Trademark License (as defined in
           Section 4) and the Technology License, Licensee represents, warrants
           and agrees to each of the following:

           2.2.1.  Licensee will not grant or purport to grant any right, title
                   and interest, lien or option in any Licensed Technology, or
                   in any Proprietary Rights therein.

           2.2.2.  Licensee will not violate in any material respect any
                   applicable laws, rules, regulations (including export
                   regulations) pertaining to the conduct of the Licensee
                   Business.

           2.2.3.  Licensee's employees and consultants, as applicable, have at
                   all times executed written non-disclosure, assignment of
                   rights and other appropriate agreements sufficient to protect
                   the confidentiality of the Licensed Technology, and
                   sufficient to allow Licensee to grant the assignments and
                   licenses to Buy.Com that are herein provided.

     2.3.  Copies and Notices.  Licensee will not delete, alter, add or fail to
           ------------------
           reproduce any copyright, trade secret or other proprietary notice
           specified by Buy.Com at any time for the Licensed Technology
           (including notices required on documentation, magnetic media
           containers, printed listings and programming code). Upon request,
           Licensee shall keep Buy.Com informed as to the physical location of
           each copy and, upon request, permit the inspection thereof by Buy.Com
           or its designee. This Section 2.3 shall not require any of Licensee's
           customers to place any of Buy.Com's trademarks on their web sites.

     2.4.  Licensee shall pay for the cost of prosecuting the Patents and any
           corresponding foreign patent rights; provided however, that if
           Buy.Com licenses the Patents to another party, Licensee shall be
           refunded such Patent prosecution costs upon Buy.Com's receipt of any
           royalties from such third party. As regards to filing of foreign
           patent applications corresponding to the Patents, Buy.Com shall
           designate that country or those countries, if any, in which Buy.Com
           desires foreign patent application(s) to be filed. Such United States
           and foreign prosecution shall be by counsel of Buy.Com's choosing and
           shall be in the name of Buy.Com. If Buy.Com decides to allow any such

[***] Confidential treatment has been requested for the bracketed portions. The
 ---
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       2
<PAGE>

           issued patent, or pending application, reexamination, reissue or
           extension to lapse or go abandoned (e.g., by not paying a fee or by
           not responding to a patent office communication), Buy.Com shall to
           give Licensee notice of such decision sixty (60) days prior to any
           non-extensible deadlines and Licensee can choose to take action to
           maintain such rights in Buy.Com's name.

3.   REVISIONS; SUPPORT

     3.1.  Revisions.  Buy.Com is not under any obligation to revise or update
           ---------
           the Licensed Technology, correct any errors in the Licensed
           Technology, or maintain or support it in any way.

     3.2.  Maintenance and Support.  Buy.Com will provide Licensee with the
           -----------------------
           following support:

               (i)  Buy.Com Software:  Buy.Com will provide to Licensee, until
                    ----------------
                    July 1, 2000, consulting services via telephone and e-mail
                    support during regular business hours, with respect to the
                    Licensed Technology.  If requested by Licensee, such
                    technical support may be expanded on a case-by-case basis to
                    include services other than telephone and e-mail support,
                    but only upon written consent of Buy.Com.

               (ii) Support Fees:  Licensee shall reimburse Buy.Com for all
                    ------------
                    support and service provided to Licensee.

     3.3.  Appointment of Representative.  To assist in the transfer of Licensed
           -----------------------------
           Technology, and to monitor Licensee's compliance with the terms of
           this Agreement, Buy.Com shall have the right to designate a technical
           representative to observe the operations of Licensee at any time upon
           reasonable advance notice. Licensee will permit such observation and
           provide such additional cooperation and support as is reasonably
           requested.

4.   TRADEMARK LICENSE

     4.1.  License Grant. Buy.Com grants Licensee, during the term of this
           -------------
           Agreement, an exclusive, non-transferable, non-sublicensable, royalty
           free license to use and display the Licensed Marks, only in
           connection with the advertising and operation of the Licensee
           Business within the Territory ("Trademark License"). Licensee hereby
           acknowledges and agrees that (i) except for the license rights
           expressly granted herein, Licensee has no rights, title or interest
           in or to the Licensed Marks, and (ii) all goodwill arising out of the
           use of the Licensed Marks by Licensee shall inure to the benefit of
           Buy.Com.


     4.2.  No Variation. Licensee will use the Licensed Marks exactly as
           ------------
           specified in Exhibit B, in accordance with the orientation, legends
                        ---------
           and markings that are reasonably specified by Buy.Com from time to
           time. In no event shall Licensee use or display (or allow others to
           use or display) any Licensed Mark, or any mark confusingly similar
           thereto, or any service mark, trademark trade name, brand or logo
           containing the word "buy" or "buynow" in any part of the Territory,
           except as expressly authorized in this Agreement.

     4.3.  Quality Standards. Licensee shall adhere to all operating,
           -----------------
           merchandising and advertising policies, standards and requirements,
           and such other quality standards that are established by Buy.Com for
           Buy.Com's use of their Buy.Com marks.  Notwithstanding the foregoing,
           Buy.Com shall have the right to review Licensee's use of the Licensed
           Marks from time to time and upon request Licensee shall provide
           complete samples of such usage.

     4.4.  Supervision/Control. Licensee shall supervise, manage and control
           -------------------
           its use of the Licensed Marks to ensure compliance with this
           Agreement and preserve the value of the Licensed Marks and the
           goodwill associated therewith. Licensee shall be solely responsible
           for all costs associated with

[***] Confidential treatment has been requested for the bracketed portions. The
 ---
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       3
<PAGE>

           such supervision and control. Licensee shall establish and implement
           appropriate operating methods and procedures to prevent misuse or
           unauthorized use of the Licensed Marks in the Territory, and shall
           provide a copy of same to Buy.Com upon request.

     4.5.  Registration. Licensee will determine whether and in what
           ------------
           territories to file and prosecute applications to register and
           maintain registrations for the Licensed Marks. Licensee shall
           coordinate with Buy.Com, and Buy.Com shall file and prosecute such
           applications and registrations in the territories requested by
           Licensee, provided that Licensee reimburses Buy.Com for all costs and
           expenses incurred in such applications and registrations within a
           reasonable period of time. Licensee agrees that it will not challenge
           the validity of, or oppose, any registration by Buy.Com for any
           Buy.Com trademark, service mark, logo, brand or other mark
           (including, without limitation, any trademark or domain name
           incorporating the term "Buy"), nor bring any claim adverse to Buy.Com
           regarding any such mark. Licensee shall provide such assistance and
           cooperation as deemed necessary by Buy.Com to procure and maintain
           applications and registrations for the Licensed Marks, and to record
           Buy.Com's status as the owner of same.

     4.6.  Covenant and Representations of Licensee. Except as unambiguously
           ----------------------------------------
           permitted herein, and as conditions of the Trademark License and the
           Technology License, Licensee represents, warrants and agrees to each
           of the following:

          4.6.1.  Licensee shall conduct the Licensee Business in a manner that
                  reflects favorably at all times on the reputation of Buy.Com,
                  and the goodwill associated with the Licensed Marks.

          4.6.2.  Licensee shall not engage in any deceptive, misleading or
                  unethical practices, or any other business practices that are,
                  or might be, detrimental to Buy.Com, the goodwill associated
                  with the Licensed Marks, or the public, including, without
                  limitation, any disparagement of Buy.Com or any products or
                  services of Buy.Com.

          4.6.3.  Licensee shall make no false or misleading statements about
                  the Licensee Business or Buy.Com or its business, or about any
                  product or service provided under the Licensee Business, and
                  Licensee shall not publish or employ any misleading or
                  deceptive advertising material respecting such services and
                  products.

          4.6.4.  The Licensee Site shall not contain any content or information
                  that infringes on the intellectual property or other
                  proprietary rights of any third party, or that is disparaging,
                  obscene, defamatory, libelous, slanderous or discriminatory,
                  or that is materially false or misleading, or that refers in
                  an offensive manner to the gender, race or ethnicity of any
                  person or group.

          4.6.5.  Licensee will not use any Licensed Mark in connection with the
                  promotion, sale or offer for sale, of any product or service
                  offered by Buy.Com, without the prior written consent of
                  Buy.Com.

          4.6.6.  Licensee shall not use any trademark, word, symbol, letter,
                  design or layout in combination with any Licensed Mark that
                  violates any third party copyright, trademark, service mark,
                  trade dress or other rights.

          4.6.7.  Licensee shall not make any reference to Licensee's
                  relationship with Buy.Com to any vendor, distributor or other
                  business partner of Buy.Com in an effort to obtain
                  preferential treatment or gain favorable treatment or other
                  business advantages from such vendors, distributors or
                  business partners without previously coordinating with
                  Buy.Com's senior management. In addition, Licensee will not
                  otherwise conduct itself

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       4
<PAGE>

                  in a way that would adversely affect Buy.Com's business
                  relationships with any vendors, distributors or other business
                  partners.

          4.6.8   Licensee shall not [***]. Notwithstanding the foregoing, [***]
                                      ---                                   ---
                  upon the earlier of (i) [***] in connection with [***] (ii)
                                           ---                      ---
                  date that [***].
                             ---

5.   PROPRIETARY RIGHTS

     5.1.  Ownership of Licensed Technology and Licensed Marks. Subject to the
           ---------------------------------------------------
           license herein granted to Licensee, as between the parties, Buy.Com
           is the sole owner of all right, title and interest in (i) the
           Licensed Technology including, without limitation, all Modifications
           thereto (by whomever produced), and all related documentation and
           materials, and all copies thereof, (ii) all of Buy.Com's service
           marks, trademarks, trade names, logos, brands and other marks
           including, without limitation, the Licensed Marks, and (iii) all
           Proprietary Rights in the foregoing. Licensee agrees not to take any
           action challenging or opposing, on any grounds whatsoever, the
           ownership by Buy.Com of the Licensed Technology or Proprietary
           Rights. Furthermore, Licensee agrees not to contest the validity or
           enforceability, or assist or request any third party to contest the
           validity or enforceability of any of the Licensed Technology or
           Proprietary Rights, in any judicial, governmental, or quasi-
           governmental suit or proceeding; and not to request reexamination, or
           assist or request any third party to request reexamination of any of
           the Patents. Licensee is the sole owner of all right, title and
           interest in all Enhancements.

     5.2.  Validity of Marks. Licensee hereby acknowledges the validity of
           -----------------
           Buy.Com's rights in the Licensed Marks. Licensee shall not, during or
           after the term of this Agreement, directly or indirectly take any
           action, or aid or assist any other party to take any action which
           would infringe upon, harm or contest the validity of Buy.Com's right,
           title or interest in any Licensed Mark.

     5.3.  Cooperation.  Licensee agrees to perform, during and after the term
           -----------
           of this Agreement, all reasonable acts deemed necessary or desirable
           by Buy.Com to permit and assist it in evidencing, perfecting,
           obtaining, maintaining, defending and enforcing its Proprietary
           Rights in the Licensed Technology and the Licensed Marks in any and
           all countries. Such acts may include, but are not limited to,
           execution of assignments and documents acknowledging Buy.Com's
           ownership and rights, and cooperation with Buy.Com in the prosecution
           or defense of any infringement action.

6.   FURTHER COVENANTS

     6.1.  Non-Compete.  The parties shall comply with the terms and conditions
           -----------
           set forth in the Non-Competition Agreement dated April 26, 2000 which
           is incorporated by reference herein.

     6.2.  Compliance with Laws.  Licensee shall conduct the Licensee Business
           --------------------
           in compliance with all applicable laws, ordinances, regulations and
           other requirements of any governmental body.

7.   CONFIDENTIALITY

     7.1.  Each party (the "Receiving Party") agrees to keep confidential and
           not disclose or use except in performance of its obligations under
           this Agreement, confidential or proprietary information related to
           the other party's (the "Disclosing Party") technology or business
           that the Receiving Party learns in connection with this Agreement and
           any other information received from the other, including without
           limitation, to the extent previously, currently or subsequently
           disclosed to the Receiving Party hereunder or otherwise: information
           relating to products or technology of the Disclosing Party or the
           properties, composition, structure, use or processing thereof, or
           systems therefor, or to the Disclosing Party's business (including,
           without limitation, computer programs, code, algorithms, schematics,
           data, know-how, processes, ideas, inventions (whether patentable or
           not), all information relating to customers and customer transactions
           and other technical, business,

[***] Confidential treatment has been requested for the bracketed portions. The
 ---
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       5
<PAGE>

           financial, customer and product development plans, forecasts,
           strategies and information), all of the foregoing, ("Confidential
           Information"). The Disclosing Party must identify Confidential

[***] Confidential treatment has been requested for the bracketed portions. The
 ---
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       6
<PAGE>

           Information as such at the time of disclosure by marking it (if in
           written form) in a conspicuous place or (if disclosed orally), by
           reducing it to written form and so marking it within thirty (30) days
           of the oral disclosure. Neither party shall disclose the terms of
           this Agreement to any third party without the prior written consent
           of the other party, except as to Licensee, in connection with any
           financing event in which Licensee is trying to issue equity
           securities to a third party investor or in connection with filing a
           Registration Statement on form S-1, including any amendments thereto,
           with the Securities and Exchange Commission. Each party shall use
           reasonable precautions to protect the other's Confidential
           Information and employ at least those precautions that such party
           employs to protect its own confidential or proprietary information.
           Confidential Information shall not include information that (a) is in
           or (through no improper action or inaction by the Receiving Party or
           any affiliate, agent or employee) enters the public domain (and is
           readily available without substantial effort), or (b) was rightfully
           in the Receiving Party's possession or known by it prior to receipt
           from the Disclosing Party, or (c) was rightfully disclosed to the
           Receiving Party without restriction by another person not under
           obligations of confidentiality to the Disclosing Party, or (d) was
           independently developed by it by persons without access to and
           without use of any Confidential Information of the Disclosing Party.
           Each party, with prior written notice to the Disclosing Party, may
           disclose Confidential Information to the minimum extent possible that
           is required to be disclosed to a governmental entity or agency in
           connection with seeking any governmental or regulatory approval, or
           pursuant to the lawful requirement or request of a governmental
           entity or agency (including a court order or subpoena), provided that
           prompt notice thereof is given to the Disclosing Party and reasonable
           measures are taken to guard against further disclosure, including
           without limitation, seeking appropriate confidential treatment or a
           protective order, or assisting the Disclosing Party to do so.

     7.2.  The Receiving Party acknowledges and agrees that due to the unique
           nature of the Disclosing Party's Confidential Information, there may
           be no adequate remedy at law for any breach of its obligations
           hereunder, that any such breach may allow the Receiving Party or
           third parties to unfairly compete with the Disclosing Party resulting
           in irreparable harm to the Disclosing Party, and therefore, that upon
           any such breach or any threat thereof, the Disclosing Party shall be
           entitled to appropriate equitable relief in addition to whatever
           remedies it might have at law, and to be indemnified by the Receiving
           Party from any loss or harm, including without limitation, lost
           profits and attorney's fees, in connection with any breach or
           enforcement of the Receiving Party's obligations hereunder or the
           unauthorized use or release of any such Confidential Information. The
           Receiving Party will notify the Disclosing Party in writing
           immediately upon the occurrence of any such unauthorized release or
           other breach. Any breach of this Section will constitute a material
           breach of this Agreement.

8.   DISCLAIMER AND LIMITATION OF LIABILITY

     8.1.  Disclaimer of Warranties.  THE LICENSED TECHNOLOGY (INCLUDING ALL
           ------------------------
           RELEASES AND OTHER MODIFICATIONS), AND THE LICENSED MARKS ARE
           PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT
           LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
           PURPOSE AND NON-INFRINGEMENT. BUY.COM DOES NOT WARRANT THAT THE
           LICENSED TECHNOLOGY IS ERROR-FREE OR THAT IT WILL OPERATE WITHOUT
           INTERRUPTION, OR THAT IT WILL CORRECTLY PROCESS TIME AND DATE
           INFORMATION. BUY.COM DOES NOT WARRANT, GUARANTEE OR MAKE ANY
           REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE OF THE
           LICENSED TECHNOLOGY INCLUDING, WITHOUT LIMITATION, THE CORRECTNESS,
           ACCURACY OR RELIABILITY OF SUCH USE OR RESULTS, OR ITS COMPLETENESS
           OR SUITABILITY FOR THE LICENSEE BUSINESS. LICENSEE ACKNOWLEDGES AND
           AGREES THAT BUY.COM IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY
           FOR HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES USED WITH THE
           LICENSED TECNOLOGY.

                                       7
<PAGE>

    8.2.  Limitation of Liability. NEITHER PARTY WILL BE LIABLE WITH RESPECT TO
          -----------------------
          ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
          STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST DATA
          OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
          CHARACTER, INCLUDING, WITHOUT LIMITATION, COMPUTER FAILURE OR
          MALFUNCTION, LOSS OF DATA, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR
          LOSSES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
          SUCH DAMAGES.

9.  INFRINGEMENT, INDEMNIFICATION AND INSURANCE

    9.1.  Infringement. Licensee shall promptly notify Buy.Com in the event that
          ------------
          it knows or has reason to believe that the Licensed Technology or any
          Licensed Mark is being infringed, either directly or indirectly, by
          any third party. In said event, Buy.Com shall have the first right,
          but not the obligation, to take action against such infringement
          including, without limitation, the prosecution of a lawsuit. Should
          Buy.Com elect not to take any action against the infringement within
          fifteen (15) days of written notice thereof by Licensee, then Licensee
          may take such action as it deems appropriate at its sole cost and
          expense. Both Licensee and Buy.Com will provide such non-financial
          assistance as reasonably requested by the other in prosecuting the
          infringement including, but not limited to, appearing as a nominal
          plaintiff. Licensee shall reimburse Buy.Com any costs and expenses
          incurred in providing such assistance within a reasonable period of
          time. The parties agree that all recoveries and awards that may be
          obtained as a result of any such action shall be applied first to
          reimburse the costs (including attorneys fees and expenses) of taking
          such action against the infringing party. In the event that Licensee
          has borne the costs and expenses of taking action against
          infringement, one-half of the remainder shall be paid to Licensee to
          repay its damages and the other one-half shall be paid to Buy.Com. In
          the event that Buy.Com has borne the costs and expenses of taking
          action against infringement, the entire remainder shall be paid to
          Buy.Com.

    9.2. Indemnification.  Licensee will indemnify, defend and hold Buy.Com
          ---------------
          (and its subsidiaries and Affiliates) harmless from and against any
          and all losses, claims, damages, suits, proceedings, liabilities,
          costs and expenses (including attorneys' fees) resulting from or
          arising out of or relating to (i) the Licensee Business including, but
          not limited to, all consumer claims of any kind, and (ii) any breach
          by Licensee of a representation or warranty provided by it herein.
          Buy.Com shall have the right to require Licensee to provide financial
          assurances and security in connection with any third party dispute or
          claim and in the event such assurances and security are not provided,
          Buy.Com shall have the right to require the discontinuance of the
          Licensed Technology and the Licensed Mark in the territory subject to
          such dispute or claim.

10. TERM AND TERMINATION

    10.1. Term.  The term of this Agreement will commence on the Effective
          ----
          Date and shall remain in full force and effect for perpetuity, but
          will be terminable in accordance with this Section 10.

    10.2. Termination.
          -----------

          10.2.1.  Breach for cause.  In the event that Licensee materially or
                   ----------------
                   repeatedly defaults in the performance of any of its
                   obligations, covenants or representations hereunder and fails
                   to cure such default within [***] after being given
                                                ---
                   written notice specifying the default, then Buy.Com may
                   terminate this Agreement by providing written notice of
                   termination. Both parties agree that any breach of the
                   covenants and representations in Sections 4.2, 4.3, 4.4. and
                   4.5 shall only trigger Buy.Com's ability to terminate the
                   Trademark License if Licensee is notified of any breach of
                   any such covenant or representation and fails to cure such
                   breach [***]. Notwithstanding the foregoing, if any
                           ---
                   default is capable of cure

[***] Confidential treatment has been requested for the bracketed portions. The
 ---
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       8
<PAGE>

                   but cannot reasonably be cured within such [***] or [***]
                                                               ---      ---
                   period, as the case may be, then the Agreement or the
                   Trademark License, as the case may be, shall not terminate if
                   the defaulting party commences corrective action after the
                   demand for cure is made within such [***] or [***] period, as
                                                        ---      ---
                   the case may be, and diligently prosecutes such corrective
                   action to completion within a reasonable time.

           10.2.2. Automatic. This Agreement shall automatically terminate if
                   ---------
                   Licensee ceases to conduct its business or becomes insolvent,
                   makes an assignment for the benefit of its creditors, or in
                   the event of the institution under any applicable law of any
                   voluntary or involuntary insolvency proceedings against
                   either party (including bankruptcy, consent to a
                   receivership, adoption of an arrangement with creditors,
                   dissolution or liquidation, or similar action), which
                   proceedings, consent, adoption or arrangement is not vacated
                   within [***] after inception.

     10.3. Effect of Termination.
           ---------------------

           10.3.1. Expiration of Licenses. Upon termination of this Agreement
                   ----------------------
                   for any reason, the Technology License and Trademark License,
                   any sublicenses shall immediately terminate, and Licensee and
                   any sublicensees shall immediately (i) discontinue all use of
                   the Licensed Technology in any form, (ii) remove the Licensed
                   Technology from the Licensee Site or any of its customers'
                   web sites, and return to Buy.Com the Licensed Technology
                   (including all documents, software, data and other materials
                   relating thereto) or, in Buy.Com's discretion, destroy same
                   and provide Buy.Com certification of such destruction, (iii)
                   modify any and all identification of the Licensee Business
                   with, or reference to any Licensed Mark, and refrain from
                   making any subsequent representation, advertisement or
                   published statement or product sales using or in reference to
                   any Licensed Mark, or the business previously conducted using
                   any Licensed Mark, and (iv) take such action as shall be
                   necessary to change any corporate name, assumed name or
                   equivalent registration which mentions or refers to any
                   Licensed Mark, or any mark similar thereto.

           10.3.2. Cooperation; Title. Licensee shall take all necessary action
                   -------------------
                   to revest in or transfer to Buy.Com all rights in the
                   Licensed Marks and Licensed Technology granted to Licensee by
                   this Agreement, or otherwise acquired by Licensee. Licensee
                   shall execute such documents and take such action as Buy.Com
                   may deem reasonably necessary or desirable to evidence the
                   fact that Licensee no longer has the right to use the
                   Licensed Marks and Licensed Technology.

           10.3.3. Confidential Information. Each party shall deliver to the
                   ------------------------
                   other (or its designee) within thirty (30) days after the
                   effective date of termination all of the Confidential
                   Information of the other party furnished to it hereunder,
                   including all copies documents, product, data and other
                   materials which embody such Confidential Information.

           10.3.4. Accrued Obligations. Neither party shall be relieved of an
                   -------------------
                   obligation accruing under this Agreement prior to its
                   termination.

     10.4. Equitable Relief. The parties acknowledge that any unauthorized use
           ----------------
          of any Licensed Technology or Licensed Mark will constitute a material
          breach of this Agreement and will cause substantial harm to Buy.Com
          for which damages would not be a fully adequate remedy. In the event
          of any such breach, in addition to other available remedies, Buy.Com
          shall have the right to obtain injunctive relief (without being
          required to post any bond or other security).

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

                                       9
<PAGE>

     10.5.  Survival. Any provision of this Agreement that must survive in order
            --------
            to give effect to its meaning including, without limitation, the
            provisions of Sections 5, 7, 8, 9, 10.3, 11 and 12 (as necessary)
            shall survive the expiration or termination of this Agreement.

11.  ARBITRATION OF DISPUTES.  Any dispute or controversy arising under,
     relating to, or concerning this Agreement shall be settled by binding
     arbitration. The arbitration shall be conducted under the then current
     Commercial Arbitration Rules of the American Arbitration Association
     ("AAA") in Orange County, California. Each party shall select one (1)
     arbitrator, and a third arbitrator shall be chosen by the two arbitrators
     chosen by the parties. If the two arbitrators cannot agree on the third
     arbitrator, the third arbitrator shall, within thirty (30) days of
     submission of a request by the two arbitrators chosen by the parties, be
     chosen by the AAA from a panel of arbitrators knowledgeable and experienced
     in matters involving commercial transactions, computer technology and
     software licensing. The arbitrators shall decide the dispute within thirty
     (30) days of the conclusion of the parties' presentation of the dispute.
     The arbitrators are not empowered to award damages in excess of
     compensatory damages, and each party waives any damages in excess of
     compensatory damages. The written determination of the arbitrators shall
     be final and shall not be subject to judicial review; provided however,
     that any award of determination rendered by the arbitrators may be entered
     in a court of competent jurisdiction. The prevailing party shall be
     entitled to recover the costs of arbitration and attorneys' fees and
     expenses, which shall be made part of the arbitrator's award. The
     arbitrators shall determine the prevailing party for this purpose.
     Notwithstanding the foregoing, the parties reserve the right to seek a
     judicial temporary restraining order, preliminary injunction, or other
     similar short-term equitable relief, and grant the arbitrator the right to
     make a final determination of the parties' rights, including whether to
     make permanent or dissolve such order.

12.  MISCELLANEOUS

     12.1.  Force Majeure.  A party shall not be liable for any delays or
            -------------
            failure to perform as a direct result of causes beyond the control
            of such party and not due to the negligence on the part of the party
            claiming excuse for delay or failure, including, but not limited to,
            acts of God (such as fire, storm, earthquake), labor disputes, wars,
            hostilities, revolutions, riots, civil commotion, national
            emergency, ordinance or other act or order of any court, government
            or governmental agency. The party claiming excuse must promptly
            notify the other of the event and its expected duration and use its
            best efforts to mitigate its effects.

     12.2.  Assignment.  Neither this Agreement nor any rights, licenses or
            ----------
            obligations hereunder, may be assigned by either party without the
            prior written consent of the other party. Notwithstanding the
            foregoing, this Agreement shall be assignable by Buy.Com in the
            event any person or entity acquires Buy.Com's business or
            substantially all of its assets by merger, stock sale, or other
            means. Any attempted assignment in violation of this Agreement shall
            be void and without effect. Subject to the foregoing, this Agreement
            will benefit and bind the parties' successors and permitted assigns.
            Licensee's restriction on the assignability of this Agreement shall
            cease upon the earlier of (i) the effective date of Licensee's
            Registration Statement on Form S-1 (or such other comparable form)
            in connection with its initial public offering, or (ii) the date
            that Buy.com's business or substantially all of its assets is
            acquired by any person or entity by merger, stock sale or other
            means.

     12.3.  Waiver.  The waiver or failure of either party to exercise in any
            ------
            respect any right provided for herein shall not be deemed a waiver
            of that right in any other circumstances or a waiver of any further
            rights.

     12.4.  Relationship.  The parties to this Agreement are independent
            ------------
            contractors. Nothing herein shall be deemed to establish a
            partnership, joint venture, franchise or any other form of
            relationship as participants in a joint undertaking. Each party
            shall be solely responsible for any claims, damages or lawsuits
            arising out of its acts or those of its employees and agents.
            Neither party shall incur any obligations for or in the name of the
            other party, or have the authority to bind or obligate the other
            party.

                                       10
<PAGE>

     12.5.  Notices.  All notices and reports required by this Agreement shall
            -------
            be in writing and shall be delivered personally, by facsimile
            transmission, by overnight courier or by registered or certified
            mail, return receipt requested. All postage and other delivery
            charges shall be prepaid by the party sending the notice. Notice
            shall be effective only upon receipt by the party being served,
            except notice shall be deemed received 72 hours after posting by the
            United States Post Office, by method described above. Confirmation
            of receipt of any facsimile sent must be received in order to
            presume that the transmission was received, and notice by facsimile
            shall, if received after close of business for the receiving party,
            be deemed received on the next business day. All notices shall be
            addressed as follows unless changed by written notice pursuant to
            the terms of this Section 12.5:

             To Buy.Com, Inc.:  Buy.Com Inc.
                                85 Enterprise
                                Aliso Viejo, CA  92656
                                Attn:  Chief Executive Officer

             With Copy To:      Buy.Com Inc.
                                85 Enterprise
                                Aliso Viejo, CA  92656
                                Attn:  General Counsel

             To Licensee:       BuyNow Inc.
                                21 Brookline
                                Aliso Viejo, CA  92656
                                Attn:  Chief Executive Officer

             With Copy To:      BuyNow Inc
                                21 Brookline
                                Aliso Viejo, CA  92656
                                Attn:  General Counsel

     12.6    Governing Law. This Agreement shall be governed by and construed
             -------------
             and interpreted in accordance with the laws of the State of
             California, disregarding any conflict-of-laws rules which may
             direct the application of the laws of another jurisdiction. No
             provision of this Agreement shall be construed against any party by
             reason of that party having drafted the same. The sole jurisdiction
             and venue for actions related to the subject matter hereof shall be
             the state and federal courts having within their jurisdiction the
             location of Buy.Com's principal place of business, and both parties
             hereby consent to such jurisdiction and venue.

     12.7    Attorneys Fees. In the event of any dispute or legal proceeding
             --------------
             between the parties arising out of or relating to this Agreement or
             its breach, the prevailing party shall be entitled to recover from
             the other party all of its fees, costs and expenses, including but
             not limited to attorneys fees, costs and expert witness fees,
             incurred in connection with such dispute or legal proceeding.

     12.8    Entire Agreement. This Agreement and the exhibits attached hereto
             ----------------
             constitute the entire and only agreement of the parties relating to
             the subject matter hereof and supersede all prior agreements,
             understandings and negotiations regarding the same. This Agreement
             may not be modified or amended except in writing signed by both
             parties.

     12.9    Severability. If any term or provision of this Agreement, or the
             ------------
             application thereof to any person or circumstance, shall to any
             extent be found to be invalid, void, or unenforceable, the
             remaining provisions of this Agreement and any application thereof
             shall, nevertheless, continue in full force and effect without
             being impaired or invalidated in any way.

                                       11
<PAGE>

     12.10   Headings. Headings and captions are for convenience only and are
             --------
             not to be used in the interpretation of this Agreement.

     12.11   Counterparts. This Agreement may be executed in two or more
             ------------
             counterparts, each of which will be deemed an original, but all of
             which taken together shall constitute one and the same instrument.
             A facsimile signature shall be deemed an original for purposes of
             evidencing execution of this Agreement.

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

LICENSEE                                                BUY.COM

By:___________________                                  By:____________________
Name:_________________                                  Name:__________________
Title:________________                                  Title:_________________
Date:_________________                                  Date:__________________

                                       12
<PAGE>

                                   EXHIBIT A

                              Licensed Technology
                     Buy.Com Licensed Technology Components

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
             Component                                              Description
---------------------------------------------------------------------------------------------------------------
<S>                          <C>
1.  [***]                    The [***] with [***].  The technology behind [***] is comprised of [***] and
     ---                          ---        ---                           ---                   ---
                             [***] that was developed by Buy.Com.
                              ---
----- --------------------------------------------------------------------------------------------------------
2.  [***]                    [***] is an internal application that [***].
     ---                      ---                                   ---
--------------------------------------------------------------------------------------------------------------
3.  [***]                    Interacts with [***] for [***].
     ---                                     ---       ---
--------------------------------------------------------------------------------------------------------------
4.  [***]                    Various administrative modules that [***].  This includes [***].
     ---                                                          ---                   ---
--------------------------------------------------------------------------------------------------------------
5.  [***]                    Distributes [***].
     ---                                  ---
--------------------------------------------------------------------------------------------------------------
6.  [***]                    An application that [***] for [***].
     ---                                          ---       ---
--------------------------------------------------------------------------------------------------------------
</TABLE>

Note: The Licensed Technology shall in each case consist of [***] and shall not
                                                             ---
include [***].
         ---

                                      C-1