Exhibit 10.13

                                 Bidville, Inc.
                         Executive Employment Agreement


     THIS  EMPLOYMENT  AGREEMENT,  dated as of the 12th day of January  2003, is
between  Bidville,  Inc. with its principal  offices at 625 N. Flagler Dr. Suite
509,  West  Palm  Beach  Florida  33401  (the   OCompanyO)   and  Gerald  Parker
(OEmployeeO).

     THEREFORE,   in   consideration   of  the  mutual   promises   and  of  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties  hereto,  intending to be legally  bound  according to the terms of this
Agreement, hereby agree as follows:

1.       Employment

     The Company  shall  employ  Employee,  and  Employee  hereby  accepts  such
employment and agrees to perform their duties and responsibilities hereunder, in
accordance with the terms and conditions hereinafter set forth.

     1.1  Duties and Responsibilities.

     (a) During the  Employment  Term,  Employee  shall serve as  President  and
     Chairman and perform all duties and accept all responsibilities  incidental
     to such  positions.  Employee shall also serve on the Board of Directors of
     the Company.

     (b)  Employee  represents  to the  Company  that he/she is not subject or a
     party to any employment agreement, noncompetition covenant, nondisclosure
     agreement or other agreement, covenant, understanding or restriction of any
     nature  whatsoever  which  would  prohibit  Employee  from  executing  this
     Agreement and performing fully their duties and responsibilities hereunder,
     or which would in any manner,  directly or indirectly,  limit or affect the
     duties and  responsibilities  which may now or in the future be assigned to
     Employee by the Company.

     1.2  Extent of Service.

     The  Term of this  Agreement  shall be for a period  of  three  years  (the
     OEmployment  TermO).  During the Employment  Term,  Employee  agrees to use
     their best  efforts to carry out their  duties and  responsibilities  under
     Section 1. hereof.  Except as provided in Section 5 hereof,  the  foregoing
     shall not be construed as preventing  Employee from making  investments  in
     other businesses or enterprises provided that Employee agrees not to become
     engaged in any other  business  activity  which may, in the judgment of the
     Board  of  Directors  of the  Company,  interfere  with  their  ability  to
     discharge their duties and responsibilities to the Company.



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     1.3  Base Compensation.

     (a) For all the services rendered by Employee hereunder,  the Company shall
     pay  Employee  an  annual  base  salary  of  One  Hundred  Fifty   Thousand
     ($150,000.00) Dollars.

     (b) Stock  Participation   Employee  will have  Options  available  on One
     Million (1,000,000) Shares pursuant to the Company's Incentive Plan.

     Upon the Thirteenth  (13) month Employee shall receive Thirty Three and One
     Third (33.3%) of the Optioned Shares, if exercised, and then on each twelve
     successive  month  anniversary  of the  Agreement  date until all  Optioned
     Shares are received.

     (c) Bonuses  Employee is eligible for bonus participation if the following
     goals  are met  during  the  first 12 months  of  operation  commencing  on
     December 1, 2003 and ending on November 30, 2004:

          1. Membership  Enrollment:  If enrollments  reach 210,000  members,  a
     Fifteen  Thousand  ($15,000.00)  Dollar bonus will be paid. If  enrollments
     exceed 270,000 an additional Five Thousand ($5,000.00) Dollar bonus will be
     paid.

          2.  Revenue:  If  revenues  reach Two  Million  Two  Hundred  Thousand
     ($2,2000,000.00) Dollars, a Fifteen Thousand ($15,000.00) Dollar bonus will
     be  paid.  If  revenues   exceed  Two  Million   Eight   Hundred   Thousand
     ($2,800,000.00)  Dollars an  additional  Five Thousand  ($5,000.00)  Dollar
     bonus will be paid.

          3. Net Income:  If net income  reached Two Hundred Sixty Four Thousand
     ($264,000.00) Dollars, a Fifteen Thousand ($15,000.00) Dollar bonus will be
     paid. If net income exceeds Three Hundred Thirty Six Thousand ($336,000.00)
     Dollars, an additional Five Thousand ($5,000.00) Dollar bonus will be paid.

          4.  Performance:  An overall  performance  bonus of  Fifteen  Thousand
     ($15,000.00) to Twenty Thousand ($20,000.00) Dollars may be paid out at the
     discretion of the Board of Directors.


          5.  Financing:  If during the 2004 fiscal year,  the Company  achieves
     private  equity  financing  in an amount  of  ($2,000,000.00)  two  million
     dollars,  Employee shall receive an additional Fifty Thousand  ($50,000.00)
     Dollar bonus.  If total  private  equity  financing  during the fiscal year
     exceeds  ($9,000,000) nine million dollars,  then Employee shall receive an
     additional ($100,000.00) One Hundred Thousand Dollars bonus.

     (d) Medical Benefits will be offered by the Company. During the Employ ment
     term,  Employee  shall also be entitled to  participate in such programs as
     vacation pay and other fringe benefit plans authorized from time to time by
     the Board of Directors of the Company in its  discretion  for  employees of
     the Company.


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     (e) Additional incentive  compensation,  if any, shall be at the discretion
     of the Board of Directors of the Company.

     1.4  Term

     This Agreement shall be for a period of three years.  Within ninety days of
     the  natural  expiration  of this  Agreement,  The Company has the right to
     renew this Agreement for an additional oneyear term.

2.   Expenses

     Employee shall be reimbursed for the reasonable  business expenses incurred
by him in connection  with their  performance of services  hereunder  during the
Employment  Term upon  presentation  of an itemized  account of such expenses in
accordance  with the policies and procedures  established  by the Company.  This
amount is not to exceed $500.00 for any single 30day period without Secretary or
Treasurer's prior written approval.

3.   Developments

     All developments,  including  inventions,  whether patentable or otherwise,
trade  secrets,  discoveries,  improvements,  ideas and  writings  which  either
directly or indirectly relate to or may be useful in the business of the Company
or any of its affiliates (the ODevelopmentsO) which Employee,  either by himself
or in  conjunction  with any  other  person or  persons,  has  conceived,  made,
developed,  acquired  or  acquired  knowledge  of during his  employment  by the
Company.  Employee  hereby  assigns,  transfers  and  conveys,  and agrees to so
assign, transfer and convey to the Company, all of his right, title and interest
in and to any and  all  such  Developments  to the  Board  of  Directors  of the
Company.  At any time and from time to time, upon the request and at the expense
of the  Company,  Employee  will  execute and  deliver any and all  instruments,
documents and papers,  give evidence and do any and all other acts which, in the
opinion of counsel for the  Company,  are or may be  necessary  or  desirable to
document  such  transfer  or  to  enable  the  Company  to  file  and  prosecute
applications  for and to acquire,  maintain  and  enforce  any and all  patents,
trademark  registrations  or copyrights  under United States or foreign law with
respect  to any  such  Developments  or to  obtain  any  extension,  validation,
reissue,  continuance or renewal of any such patent, trademark or copyright. The
Company  will  be  responsible  for the  preparation  of any  such  instruments,
documents and papers and for the  prosecution of any such  proceedings  and will
reimburse  Employee for all  reasonable  expenses  incurred by him in compliance
with the provisions of this Section.

4.   Confidential Information

     (a) Employee recognizes and acknowledges that by reason of their employment
     by and service of the Company,  he has had, and will continue to have (both
     during the Employment Term and at any time  thereafter  during which he may


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     be employed by the  Company),  access to  confidential  information  of the
     Company and its affiliates,  including without limitation,  information and
     knowledge pertaining to products and services offered,  ideas, plans, trade
     secrets,  proprietary  information,  advertising,  distribution  and  sales
     methods and systems,  sales and profit figures,  customer and client lists,
     and  relationships  between the Company and its  affiliates  and customers,
     clients,  suppliers and others who have business  dealings with the Company
     and its affiliates (OConfidential InformationO). Employee acknowledges that
     such Confidential  Information is a valuable and unique asset and covenants
     that he will not,  either during or at any time after the Employment  Term,
     disclose  any such  Confidential  Information  to any person for any reason
     whatsoever  (except as their duties  described  herein may require) without
     the prior written  authorization  of the Board of Directors of the Company,
     unless  such  information  is in the  public  domain  through  no  fault of
     Employee or except as may be required by law.

     (b) Employee will not disclose the terms of his  employment or the contents
     of this  agreement to any person for any reason  whatsoever  (except as his
     duties   described   herein  may   require)   without  the  prior   written
     authorization  of the  Board  of  Directors  of the  Company,  unless  such
     information  is in the public domain through no fault of Employee or except
     as may be required by law.

5.   NonCompetition

     (a) During  the  Employment  Term and for a  Twentyfour  (24) month  period
     following the date the  employment of Employee by the Company or any of its
     affiliates  has ended  (whether or not such  employment is pursuant to this
     Agreement),  Employee will not,  unless acting  pursuant hereto or with the
     prior written consent of the Board of Directors of the Company, directly or
     indirectly,  own, manage, operate,  control,  finance or participate in the
     ownership, management,  operation, control or financing of, or be connected
     as an officer, director,  partner, principal or otherwise with any business
     or  enterprise  engaged  within any  portion  of the  United  States in the
     auction  internet  sites  business  or in any other  business  in which the
     Company was engaged at the date of termination of Employee's  employment by
     the  Company or at any time for one year after  termination  of  employment
     with the Company.  It is  recognized  by Employee  that the business of the
     Company  and  Employee's  connection  therewith  is or will be  involved in
     Auction  Internet  Sites' activity  throughout the United States,  and that
     more limited geographical  limitations on this noncompetition  covenant and
     the  nonsolicitation  covenant set forth in Section 6 hereof are  therefore
     not appropriate.

     (b) The  foregoing  restrictions  shall not be  construed  to prohibit  the
     ownership  by Employee of not more than five  percent  (5%) of any class of
     securities  of any  corporation  which is engaged  in any of the  foregoing
     businesses,  provided that such ownership  represents a passive  investment


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     and that neither  Employee nor any group of persons  including  Employee in
     any way, either directly or indirectly, manages or exercises control of any
     such corporation,  guarantees any of its financial  obligations,  otherwise
     takes any part in its  business,  other  than  exercising  his  rights as a
     Membership Unit owner, or seeks to do any of the foregoing.

     (c) In the event that Employee is  terminated  Without Cause by the Company
     pursuant  to Section 8.4 and  Employee  desires to be employed by a company
     (the  OProspective  EmployerO)  in violation of the  covenants set forth in
     Section 5(a) above, Employee may request a waiver of Section 5(a) above and
     such waiver shall be granted by the Company unless the Prospective Employer
     is a Direct Competitor of the Company in the current geographic markets the
     Company is engaged.

6.   No Solicitation

     During the Employment  Term and for the one year period  following the date
employment  of  Employee  by the  Company  or any of its  affiliates  has  ended
(whether or not such  employment  is pursuant to the  Agreement),  Employee will
not,  either  directly or indirectly,  (i) call on or solicit any person,  firm,
corporation or other entity who or which at the time of such termination was, or
within two years  prior  thereto  had been,  a customer of the Company or any of
their respective affiliates with respect to the activities prohibited by Section
6 hereof or (ii)  solicit the  employment  of any person who was employed by the
Company or any of Its  affiliates on a full or parttime basis at any time during
the  course  of  Employee's  employment,   unless  such  person  prior  to  such
solicitation  of employment (A) was  involuntarily  discharged by the Company or
such affiliate,  or (B) voluntarily  terminated  his/her  relationship  with the
Company or such affiliate.

7.   Equitable Relief

     (a) Employee acknowledges that the restrictions contained in Sections 3, 4,
     5 and 6 hereof are reasonable  entered into this Agreement,  in the absence
     of such  restrictions,  and that any  violation  of any  provision of those
     Sections will result in irreparable injury to the Company.

     (b)  EMPLOYEE  FURTHER  REPRESENTS  AND  ACKNOWLEDGES  THAT (i) HE HAS BEEN
     ADVISED BY THE COMPANY TO CONSULT HIS OWN LEGAL  COUNSEL IN RESPECT OF THIS
     AGREEMENT,  (ii) THAT HE HAS HAD FULL  OPPORTUNITY,  PRIOR TO  EXECUTION OF
     THIS AGREEMENT,  TO REVIEW  THROUGHLY THIS AGREEMENT WITH HIS COUNSEL,  AND
     (iii) HE HAS READ AND FULLY  UNDERSTANDS  THE TERMS AND  PROVISIONS OF THIS
     AGREEMENT.

     (c) Employee  agrees that the Company shall be entitled to preliminary  and
     permanent  injunctive  relief,  without the  necessity of providing  actual
     damages,  as well as an equitable  accounting of all earnings,  profits and
     other benefits  arising from any violation of Sections 3, 4, 5 or 6 hereof,



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     which  rights  shall be  cumulative  and in addition to any other rights or
     remedies to which the Company may be entitled. In the event that any of the
     provisions of Sections 5, or 6 hereof should ever be  adjudicated to exceed
     the time, geographic, product or service, or other limitations permitted by
     applicable law in any  jurisdiction,  then such provisions  shall be deemed
     reformed in such jurisdiction to the maximum time,  geographic,  product or
     service, or other limitations permitted by applicable law.

     (d)  Employee  irrevocably  and  unconditionally  (i) agrees that any suit,
     action or other legal proceeding  arising out of this Agreement,  including
     without limitation,  any action commenced by the Company for preliminary or
     permanent  injunctive relief or other equitable relief,  must be brought in
     the United States District Court for the Southern  District of Florida,  or
     if such court does not have  jurisdiction or will not accept  jurisdiction,
     in any court of general  jurisdiction in Palm Beach County (ii) consents to
     the nonexclusive jurisdiction of any such court in any such suit, action or
     proceeding,  and (iii) waives any objection  which Employee may have to the
     laying of venue of any such suit,  action or  proceeding in any such court.
     Employee also  irrevocably and  unconditionally  consents to the service of
     any process,  pleadings,  notices or other papers in a manner  permitted by
     the notice provisions of Section 12 hereof.

8.   Termination

     This  Agreement  shall  terminate  prior to the  expiration of its term set
forth in  Section  1.1 above  upon the  occurrence  of any one of the  following
events:

     8.1  Disability.

     In the event that Employee is unable fully to perform his essential  duties
     and responsibilities  hereunder to the full extent required by the Board of
     Directors of the Company by reason of illness, injury or incapacity for one
     hundred and twenty consecutive days, during which time he shall continue to
     be  compensated  as provided in Section 1.4 hereof  (less any  payments due
     Employee under  disability  benefit  programs,  including  Social  Security
     disability,   worker's  compensation  hereunder;  provided,  however,  that
     Employee  will be  entitled to receive the  payments  prescribed  under any
     disability benefit plan which may be in effect for employees of the Company
     and in which he participated.  Employee agrees, in the event of any dispute
     under this Section 8.1, to submit to a physical  examination  by a licensed
     physician selected by the Board of Directors of the Company.

     8.2  Death.

     In the event that Employee  dies during the  Employment  Term,  the Company
     shall pay to his executors,  legal  representatives  or administrators  any
     amounts  due and  owing to the date of  death  to  Employee  as part of the
     salary set forth in Section 1.4(a) hereof, and thereafter the Company shall


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     have no further liability or obligation  hereunder to his executors,  legal
     representatives,  administrators,  heirs or  assigns  or any  other  person
     claiming under or through her; provided, however, that Employee's estate or
     designated   beneficiaries  shall  be  entitled  to  receive  the  payments
     prescribed for such recipients under any death benefit plan which may be in
     effect for employees of the Company and in which Employee participated.

     8.3  Cause.

     Nothing in this Agreement  shall be construed to prevent its termination by
     the  Company  at any time for  Ocause.O  For  purposes  of this  Agreement,
     OcauseO shall mean and be limited to Employee's:

     (a) Commission of any act of fraud, misappropriation or personal dishonesty
     relating to or involving the Company in any material way;

     (b)  Gross  negligence  in the  performance  of his  duties  or in any  way
     relating to the obligations and duties, which he owes the Company;

     (c)  Violation  of any express  direction  of the  Company or any  material
     violation  of any  rule,  regulation,  policy  or plan  established  by the
     Company from time to time regarding the conduct of its Employees and/or its
     business,  if such violation is not remedied by Employee within thirty (30)
     days of receiving notice of such violation from the Company;

     (d) Demonstrably willful and deliberate violation of any obligation owed by
     Employee to the Company;

     (e) Material disclosure or use of Confidential  Information,  other than as
     required in the performance of Employee's duties under this Agreement;

     (f)  Conviction  of a  crime  constituting  a  felony  or any  other  crime
     involving  moral  turpitude or criminal  indictment  for a crime  involving
     moral  turpitude  in which  the  substantial  weight of  credible  evidence
     indicates that Employee has committed such a crime.

     In the event of  termination  for cause under section 8.3(a) or (f) of this
     Section  8.3,   Employee   shall  be  suspended   pending  an   independent
     investigation by persons retained by the Company.

     In the  event  of a  termination  for  cause,  the  Company  shall  have no
     obligation to make any further  payments or to provide any further benefits
     or compensation hereunder to Employee for any period subsequent to the date
     of such  termination,  except that  Employee will receive  Employee's  Base
     Compensation,  as well as bonus or commission payment(s) for which Employee
     is eligible for as of the date of termination.


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     8.4  Without Cause by the Company.

     The  Company  may  terminate  this  Agreement  upon not less  than 30 days'
     written notice to Employee at and for the Company's sole convenience and in
     its sole  discretion  and  without  specifying  any  cause as set  forth in
     Section 8.3 hereof.  In such event,  and contingent upon (i) receipt by the
     Company  of a valid  and fully  effective  release  (in form and  substance
     satisfactory to the Company) of all claims under the Age Discrimination and
     Employment  Act, 29 U.S.C.  * 621 et. seq (ii) the  resignation of Employee
     from all  positions of any nature,  which  Employee may then have held with
     the Company and any of its affiliates, the following shall occur:

     (a) The Company  shall  continue to pay  Employee his  thenapplicable  base
     compensation  (as set forth in Section  1.4  hereof) for a period of twelve
     (12)  months  (365)  days  from  the  date  of  such  termination  if  such
     termination  occurs after the first twelve months of this  Agreement.  This
     amount shall be paid to Employee in  installments  in  accordance  with the
     Company's regular payroll practices.

     (b) The Employee's Shares will vest immediately and be released from escrow
     by the Company.

9.   Survival

     Notwithstanding  the termination of this Agreement by the Company by reason
of Employee's disability under Section 8.1, for cause under Section 8.3, without
cause under  Section  8.4, or as a result of a Change of Control  under  Section
8.5,  his  obligations  under  Sections 3, 4, 5 and 6 hereof  shall  survive and
remain in full  force and  effect  for the  periods  therein  provided,  and the
provisions  for  equitable  relief  against  Employee in Section 8 hereof  shall
continue in force, along with the provisions of Sections 10 through 18 hereof.

10.  Governing Law

     This Agreement shall be governed by and  interpreted  under the laws of the
State of Florida without giving effect to any conflict of laws provisions.

11.  Litigation Expenses

     In the event of a lawsuit by either party to enforce the provisions of this
Agreement each Party must pay their costs and expenses.

12.  Notices

     All notices and other  communications  required or  permitted  hereunder or
necessary or convenient in connection  herewith shall be in writing and shall be
deemed to have  been  given  when hand  delivered  or  mailed by  registered  or


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certified  mail, as follows  (provided that notice of change of address shall be
deemed given only when received):

         If to the Company:

                  625 N. Flagler Drive
                  Suite 509
                  West Palm Beach, FL  33401

         If to Employee:

                  625 N. Flagler Drive
                  Suite 509
                  West Palm Beach, FL  33401

or to such other names or addresses  as to the Company or Employee,  as the case
may be,  shall  designate  by notice to each other  person  entitled  to receive
notices in the manner specified in this Section.

13.  Entire Agreement: Contents of Agreement.

     (a) This Agreement supersedes any and all other agreements,  either oral or
     written,  between the parties with respect to the employment of Employee by
     Employer for the purposes set forth in Section 1.2, and contains all of the
     covenants and agreement between the parties with respect to such employment
     whatsoever.   Each   party   to  this   agreement   acknowledges   that  no
     representation,  inducements,  promises or agreements, orally or otherwise,
     have been made by any party, or anyone acting on behalf of any party, which
     are not embodied herein, and that no other agreement, statement, or promise
     not contained in this agreement shall be valid or binding. Any modification
     of this  agreement will be effective only if it is in writing and signed by
     both parties to this agreement.

     (b)  Employee  acknowledges  that  from  time  to  time,  the  Company  may
     establish,  maintain  and  distribute  employee  manuals  or  handbooks  or
     personnel  policy  manuals,  and officers or other  representatives  of The
     Company of the  Company  may make  written or oral  statements  relating to
     personnel policies and procedures.  Such manuals,  handbooks and statements
     are  intended  only  for  general  guidance.  No  policies,  procedures  or
     statements  of any  nature by or on behalf of The  Company  or the  Company
     (whether  written or oral and  whether  or not  contained  in any  employee
     manual or handbook or personnel policy manual), and no acts or practices of
     any  nature,  shall be  construed  to modify  this  Agreement  or to create
     express or implied obligations of any nature to Employee.

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     (c) Words used  herein,  regardless  of the number and gender  specifically
     used,  shall be deemed and construed to include any other number,  singular
     or plural,  and any other  gender,  masculine,  feminine or neuter,  as the
     context indicates is appropriate.

14.  Assignment

     All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective  heirs,  executors,
administrators,  legal  representatives,  successors  and assigns of the parties
hereto, except that the duties and responsibilities of Employee hereunder are of
a personal nature and shall not be assignable or delegatable in whole or in part
by Employee.

15.  Severability

     If any  provision  of this  Agreement or  application  thereof to anyone or
under any  circumstances  is adjudicated to be invalid or  unenforceable  in any
jurisdiction,  such  invalidity or  unenforceability  shall not affect any other
provision or application and shall not invalidate or render  unenforceable  such
provision or application in any other jurisdiction.

16.  Remedies Cumulative: No Waiver:

     No remedy  conferred  upon the Company or the Employee by this Agreement is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and shall be in addition to any remedy given  hereunder or
now or  hereafter  existing  at law or in equity.  No delay or  omission  by the
Company or  employee  in  exercising  any right,  remedy or power  hereunder  or
existing at law or in equity  shall be construed  as a waiver  thereof,  and any
such right, remedy or power may be exercised by the Company or the employee from
time to time and as often as may be deemed expedient or necessary by the Company
or the employee at its sole discretion.

17.  Indemnification:

     17.1 ThirdParty Proceedings.

     The Company  shall  indemnify  Employee if Employee is or was a party or is
     threatened  to be made a party to any  threatened,  pending,  or  completed
     action  or  proceedings,  whether  civil,  criminal,   administrative,   or
     investigative  (other than an action by or in the right of the  Company) by
     reason of the fact that Employee is or was a director,  officer,  employee,
     or agent of the Company or a Subsidiary (as hereinafter defined), by reason
     of any  action  or  inaction  on the  part of  Employee  while a  director,
     officer,  employee,  or agent or by reason of the fact that  Employee is or
     was serving at the request of the Company as a director, officer, employee,


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     or agent of another  corporation,  partnership,  joint venture,  trust,  or
     other enterprise,  against expenses (including  reasonable attorneys fees),
     judgments,  fines,  and amounts paid in settlement  (if such  settlement is
     approved  in  advance  by  the  Company,   which   approval  shall  not  be
     unreasonably  withheld)  actually  and  reasonably  incurred by Employee in
     connection  with  such  action  or  proceeding  unless  the  Company  shall
     establish  that  (a)  Employee  did not act in good  faith  and in a manner
     Employee  reasonably  believed to be in the best  interests  of the Company
     and, with respect to any criminal  action or proceeding,  had no reasonable
     cause to believe  Employee's  conduct was unlawful;  (b) Employee's actions
     amounted to gross negligence; or (c) Employee's actions were performed with
     knowledge and intent to harm the Company,  The termination of any action or
     proceeding by judgment,  order, settlement,  conviction,  or upon a plea of
     nolo  contendere  or  its  equivalent,  shall  not,  of  itself,  create  a
     presumption  (i) that  Employee  did not act in good  faith and in a manner
     which  Employee  reasonably  believed  to be in the best  interests  of the
     Company;  or (ii) with respect to any criminal  action or proceeding,  that
     Employee  had  reasonable  cause to believe  that  Employee's  conduct  was
     unlawful.

     17.2 Proceedings by or in the Right of the Company.

     The Company  shall  indemnify  Employee if Employee was or is a party or is
     threatened  to be made a party to any  threatened,  pending,  or  completed
     action or proceeding by or in the right of the Company or any Subsidiary of
     the  Company to procure a judgment  in its favor by reason of the fact that
     Employee is or was a director,  officer, employee, or agent of the Company,
     or any  Subsidiary  of the Company,  by reason of any action or inaction on
     the part of Employee while a director,  officer,  employee,  or agent or by
     reason of the fact that  Employee  is or was  serving at the request of the
     Company as a director,  officer, employee, or agent of another corporation,
     partnership,  joint venture,  trust, or other enterprise,  against expenses
     (including reasonable attorney's fees) and, to the fullest extent permitted
     by law, amounts paid in settlement of such action or proceeding  unless the
     Company shall establish any of the following concerning the action:

     a.   That Employee did not act in good faith;
     b.   Employee acted in a manner Employee could not have reasonably believed
          to be in the best interests of the Company and its Members;
     c.   The Employee  actions were  intentional  and with  knowledge that such
          actions would result in the harm complained of;
     d.   Employee's actions amount to gross negligence; or
     e.   Employee's actions were outside the scope of his employment.

     No  indemnification  shall be made in respect of any claim, issue or matter
     as to which  Employee  shall have been adjudged to be liable to the Company
     in the  performance of Employee's  duty to the Company or any Subsidiary of
     the  Company  unless  and only to the  extent  that the court in which such


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<PAGE>


     action or  proceeding is or was pending shall  determine  upon  application
     that, in view of all the circumstances of the case,  Employee is fairly and
     reasonably entitled to indemnity for expenses or amounts paid in settlement
     and then only to the extent that the court shall determine.

     17.3 Procedure.

     Any  indemnification  provided for in this Agreement shall be made no later
     than fortyfive  (45) days after the  resolution  (by judgment,  settlement,
     dismissal,  or otherwise) of the claim to which  indemnification is sought.
     If a claim under this Agreement,  under any statute, or under any provision
     of  the  Company's  Articles  of  Incorporation  or  bylaws  providing  for
     indemnification,  is not paid in full by the Company  within  such  period,
     Employee may, but need not, at any time thereafter  bring an action against
     the Company to recover the unpaid amount of the claim and,  subject to * 17
     of this  Agreement,  Employee  shall  also be  entitled  to be paid for the
     expenses (including reasonable attorneys' fees) of bringing such action. It
     shall be a defense  to any such  action  (other  than an action  brought to
     enforce a claim for  expenses  incurred  in  connection  with any action or
     proceeding in advance of its final  disposition)  that Employee has not met
     the standards of conduct which make it permissible under applicable law for
     the Company to indemnify Employee for the amount claimed, but the burden of
     proving  such  defense  shall  be on the  Company,  and  Employee  shall be
     entitled to receive interim payments of expenses pursuant to this Agreement
     unless and until such defense may be finally  adjudicated by court order or
     judgment  from which no further  right  appeal  exists.  It is the parties'
     intention that if the Company contest Employee's right to  indemnification,
     the question of Employee's right to indemnification  shall be for the court
     to decide,  and neither the failure of the Company  (including its Board of
     Directors, any committee or subgroup of the Board of Directors, independent
     legal  counsel,   or  its  Members)  to  have  made  a  determination  that
     indemnification of Employee is proper in the circumstances because Employee
     has met the applicable  standard of conduct required by applicable law, nor
     an actual  determination by the Company  (including its Board of Directors,
     any  committee  or subgroup of the Board of  Directors,  independent  legal
     counsel, or its Members) that Employee has not met such applicable standard
     of conduct, shall create a presumption that Employee has or has not met the
     applicable standard of conduct.

     17.4 Notice to Insurers.

     If,  at the time of the  receipt  of a notice of a claim  pursuant  to this
     Agreement,  the Company has directors' and officers' liability insurance in
     effect,  the Company shall give prompt notice of the  commencement  of such
     proceeding to the insurers in accordance  with the  procedures set forth in
     the respective policies. The Company shall thereafter take all necessary or
     desirable  action to cause such insurers to pay, on behalf of the Employee,
     all amounts  payable as a result of such  proceeding in accordance with the
     terms of such policies.

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<PAGE>


     17.5 Relationship to Other Sources.

     Employee  shall not be required to  exercise  any rights  against any other
     parties (for example,  under any insurance policy purchased by the Company,
     Employee,  or any other person or entity)  before  Employee,  or Agreement.
     However,  to the  extent  the  Company  actually  indemnifies  Employee  or
     advances  expenses,  the  Company  shall be  entitled  to enforce  any such
     rights,  which  Employee may have against  third  parties.  Employee  shall
     assist the Company in enforcing those rights if the Company pays Employee's
     reasonable costs and expenses of doing so.

     17.6 Selection of Counsel.

     In the event the Company shall be obligated under this Agreement to pay the
     expenses of any proceeding against Employee,  the Company,  if appropriate,
     shall be entitled to assume the defense of such  proceeding,  with  counsel
     approved by Employee,  which approval shall not be  unreasonably  withheld,
     upon the  delivery to Employee of written  notice of its election to do so.
     After delivery of such notice, approval of such counsel by Employee and the
     retention of such counsel by the Company, the Company will not be liable to
     Employee under this Agreement for any fees of counsel subsequently incurred
     by Employee with respect to the same proceeding, provided that (i) Employee
     shall have the right to employ counsel in any such proceeding at Employee's
     expense;  and (ii) if (A) the  employment  of counsel by Employee  has been
     previously  authorized  by the Company (B) Employee  shall have  reasonably
     concluded that there may be a conflict of interest  between the Company and
     Employee in the conduct of any such defense,  or (C) the Company shall not,
     in fact,  have employed  counsel to assume the defense of such  proceeding,
     then the reasonable fees and expenses of Employee's counsel shall be at the
     expense of the Company.

     17.7 Additional Rights

     a.  Scope.  Notwithstanding  any other  provision  of this  Agreement,  the
     Company  hereby  agrees to  indemnify  the  Employee to the fullest  extent
     permitted  by  law,   notwithstanding  that  such  indemnification  is  not
     specifically  authorized  by the other  provisions of this  Agreement,  the
     Company's  Articles of Incorporation,  the Company's bylaws, or by statute.
     In the  event  of any  change,  after  the date of this  Agreement,  in any
     applicable  law,  statute,  or rule  which  expands  the right of a Limited
     Liability Company or other corporate entity to indemnify a member of its or
     a  Subsidiary's  board of directors or an officer,  such changes  shall be,
     ipso  facto,  within the  purview of  Employee's  rights and the  Company's
     obligations,  under  this  Agreement.  In the  event of any  change  in any
     applicable  law,  statute,  or rule  which  narrows  the right of a Limited
     Liability Company or other corporate entity to indemnify a member of its or
     a  Subsidiary's  Board of Directors  or an officer,  such  changes,  to the
     extent not otherwise  required by such law, statute,  or rule to be applied
     to this  Agreement  shall have no effect on this  Agreement  or the parties
     rights and obligations hereunder.


Bidville, Inc.             EEA

                                       13

<PAGE>



     b. Nonexclusivity. The indemnification provided by this Agreement shall not
     be deemed  exclusive of any rights to which  Employee my be entitled  under
     the Company's  Articles of Incorporation,  its bylaws,  any agreement,  any
     vote of Members or disinterested  directors, the General Corporation Law of
     the State of  Delaware,  or  otherwise,  both as to  action  in  Employee's
     official  capacity and as to action or inaction in another  capacity  while
     holding such office.  The  indemnification  provided  under this  Agreement
     shall  continue  as to  Employee  for any action  taken or not taken  while
     serving in an indemnified  capacity even though Employee may have ceased to
     serve in such capacity at the time of any action or other cover  proceeding
     is commenced.

     c. Partial  Indemnification.  Employee is entitled  under any  provision of
     this Agreement to  indemnification  by the Company for some or a portion of
     the expenses judgments, fines, or penalties actually or reasonably incurred
     in the  investigation,  defense,  appeal,  or  settlement  of any  civil or
     criminal  action or  proceeding,  but not,  however,  for the total  amount
     thereof, the Company shall nevertheless  indemnify Employee for the portion
     of such  expenses,  judgments,  fines,  or penalties  to which  Employee is
     entitled.

     d.  Acknowledgment.  Both the  Company  and  Employee  acknowledge  that in
     certain instances, federal law or applicable public policy may prohibit the
     Company from  indemnifying  its directors and officers under this Agreement
     or otherwise.  Employee  understands and acknowledges  that the Company has
     undertaken  or  may be  required  in  the  future  to  undertake  with  the
     Securities   and   Exchange   Commission   to  submit   the   question   of
     indemnification to a court in certain  circumstances for a determination of
     the Company's right under public policy to indemnify Employee.

18.  Miscellaneous

     All section  headings  are for  convenience  only.  This  Agreement  may be
executed in several counterparts,  each of which is an original. It shall not be
necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts.

     IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound,  have
executed this Agreement as of the date first above written.


        /s/ Robert W. Pearce               /s/ Gerald C. Parker
        ------------------------           ------------------------
        Bidville, Inc.                     Employee

        Robert W. Pearce                   Gerald C. Parker
        ------------------------           ------------------------
        Printed Name                       Printed Name

        Secretary and Treasurer            President and Chairman
        ------------------------           ------------------------
        Title                              Title




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