Exhibit 2.4




                          321 PLAY, INC./BIDVILLE, INC.

                              ACQUISITION AGREEMENT


















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                              ACQUISITION AGREEMENT


     THIS ACQUISITION  AGREEMENT,  (the "Agreement") is entered into as of March
24 2004,  by and among 321 Play,  Inc.,  a New York  corporation  ("321"),  and
Bidville, Inc., a Nevada corporation ("Bidbille").  Each of 321 and Bidville may
be  from  time  to  time  herein  collectively  referred  to  as  "Parties"  and
individually as a "Party."

                                    RECITALS

     WHEREAS,  321,  together  with all of 321's  shareholders  as  indicated on
Schedule 1 hereto (the "321 Shareholders"),  wish to transfer 100% of the shares
of  Common  Stock  of 321 to  Bidville,  subject  to the  terms  and  conditions
contained in this Agreement, and

     WHEREAS,  consideration  payable to 321, in exchange for 100% of the Common
Stock of 321  shall  consist  of tfive  hundred  thousand  (500,000)  shares  of
restricted  common  stock of Bidville,  and up to an  additional  three  million
(3,000,000)  shares of  restricted  common stock of  Bidville,  payable upon 321
reaching   certain   performance   goals,  as  defined  below,   with  all  such
consideration subject to the terms and conditions set forth below, and

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the Parties hereto agree as follows.

1.   [INTENTIONALLY DELETED]

2.   AGREEMENT TO SELL AND PURCHASE.

     2.1  Authorization  of Shares.  On or prior to the  Closing  (as defined in
Section 3 below), 321 and the 321 Shareholders shall have authorized the sale to
Bidville of 100% of the Common Stock of 321  (collectively,  the "321  Shares").
The 321 Shares shall have the rights,  preferences,  privileges and restrictions
of shares of common stock set forth in the Articles of  Incorporation of 321, in
the form attached hereto as Exhibit B (the "321 Articles") and Bylaws of 321, in
the form attached hereto as Exhibit C (the "321 Bylaws").

     2.2 Sale and  Purchase  of  Shares.  Subject  to the terms  and  conditions
contained  herein,  hereby  agrees to sell to Bidville,  and Bidville  agrees to
purchase  the 321 Shares from 321,  subject to the  purchase  price set forth in
Sections 3.2 below.

3.   CLOSING, DELIVERY AND PAYMENT.

     3.1 Closing.  The closing under this Agreement (the "Closing" or "Closing")
shall take place at 10 a.m. on March 24, 2004, at the offices of Bidville, or at
such other time or place as the Parties may mutually agree (the "Closing Date").

     3.2 Deliveries. At the Closing, subject to the terms and conditions hereof,
321 will deliver to Bidville one or more  certificates  representing 100% of the
321  Shares  ("Share  Certificate");  and 321  will  deliver  to  Bidville  such
certificates of title, bills of sale, assignments,  and other instruments as may
be requested by counsel to Bidville,  each in a form  reasonably  acceptable  to
Bidville.



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          (a) In partial  consideration of the receipt of the Share  Certificate
          and other deliveries to be made at the Closing,  Bidville will deliver
          to 321 share  certificates  in the aggregate of five hundred  thousand
          (500,000) restricted shares of common stock of Bidville (the "Purchase
          Price"), with the Purchase Price to be delivered immediately by 321 to
          each 321  Shareholder to reflect that 321  Shareholder's  proportional
          ownership in 321 immediately  prior to the Closing.  Such proportional
          ownership  interest in 321  immediately  prior to the Closing shall be
          reflected in Schedule 1 attached hereto.

          (b) In partial  consideration of the receipt of the Share  Certificate
          and the other  deliveries  to be made at the  Closing,  Bidville  will
          enter into an agreement (the  "Supplementary  Agreement") with the 321
          Shareholders,  which  agreement  shall provide for payments to the 321
          Shareholders of up to an additional three million  (3,000,000)  shares
          of  common  stock of  Bidville,  payable  over a period of up to three
          years from the Closing  Date,  in the event that 321 achieves  certain
          performance  goals,  as  set  forth  in  the  paragraphs   immediately
          following:

               Provided that, with respect to any fiscal year prior to the third
          anniversary of the Closing Date,  the working  capital of 321 meets or
          exceeds one million dollars ($1,000,000), and remains at or above that
          level for a period of not less than three months prior to end of 321's
          fiscal year,  calculated  for the purposes of this  paragraph  and the
          paragraph immediately preceding only with respect to 321's fiscal year
          immediately prior to the Closing:

          For each ten million dollars ($10,000,000) in annual revenue generated
          by 321,  with  annual  revenue  calculated  using  Generally  Accepted
          Accounting  Principles  ("GAAP"),  Bidville  shall tender five hundred
          thousand  (500,000)  shares of restricted  common stock of Bidville to
          321,  for  delivery  to the  321  Shareholders  to  reflect  each  321
          Shareholder's  proportional  ownership in 321 immediately prior to the
          Closing.


4.   REPRESENTATIONS AND WARRANTIES OF 321 AND THE 321 SHAREHOLDERS

Except as set forth on a Schedule  of  Exceptions  delivered  by 321 to Bidville
prior to the Closing,  321 and each of the 321  Shareholders  hereby jointly and
severally represent and warrant to Bidville as of the Closing as follows:

     4.1  Organization,  Good Standing and  Qualification.  321 is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of New York.  321 has all requisite  corporate  power and authority to own
and operate its  properties and assets,  to execute and deliver this  Agreement,
and to carry out the  provisions of this  Agreement and to carry on its business
as presently  conducted.  321 is duly qualified and is authorized to do business
and is in good standing as a foreign corporation in all jurisdictions,  in which
the nature of its activities and of its properties (both owned and leased) makes
such qualification necessary, except for those jurisdictions in which failure to
do so would not have a material adverse effect on 321 or its business.

     4.2 Subsidiaries.  At all times prior to the Closing, 321 owns, legally and
beneficially, 100% of all securities, whether debt, equity, convertible, hybrid,
or otherwise, issued by Buy Sell Connect.com, Inc., a New York corporation ("Buy
Sell"), and 321 shall not transfer,  sell,  pledge,  mortgage,  hypothecate,  or
otherwise  transfer  any  legal  or  beneficial  interest  or  ownership  in any
securities of Buy Sell prior to the Closing.  Other than Buy Sell,  321 does not
own or control any equity security or


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other interest in any other corporation,  limited partnership, limited liability
company,  or  other  business  entity.  321 is not a  participant  in any  joint
venture, partnership or similar agreement

The authorized capital of Buy Sell immediately prior to the Closing will consist
solely of 100  authorized  shares of common  stock (the "Buy Sell  Shares"),  of
which shares are issued and  outstanding.  All issued and  outstanding  Buy Sell
Shares (a) have been duly  authorized  and validly issued (b) are fully paid and
nonassessable  and (c) were issued in compliance  with all applicable  state and
federal laws and regulations concerning the issuance of securities.  The rights,
preferences, privileges and restrictions of the Buy Sell Shares are as stated in
the  Articles  of  Incorporation  of Buy Sell ("Buy Sell  Articles"),  which are
attached  hereto as Exhibit D. The  Bylaws of Buy Sell ("Buy Sell  Bylaws")  are
attached hereto as Exhibit E. addition to and  supplementing  any other warranty
regarding the capitalization and finances of Buy Sell, 321 specifically warrants
that other than the Buy Sell Shares,  Buy Sell has not issued any  securities of
any type or kind whatsoever, nor has Buy Sell incurred any material indebtedness
not disclosed in the financial  statements  provided to Bidville or the Buy Sell
Balance  Sheet  (defined  below),  on its own  behalf  or on behalf of any other
person or entity,  prior to the Closing.  Except as set forth on the Schedule of
Exceptions,  there  are no  outstanding  options,  warrants,  rights  (including
conversion  or  preemptive  rights  and  rights  of  first  refusal),  proxy  or
shareholder  agreements,  or agreements of any kind  regulating  the purchase or
acquisition of any Buy Sell securities.


     4.3   Capitalization;   Voting  Rights.   The  authorized  capital  of  321
immediately prior to the Closing will consist solely of 200 authorized shares of
common  stock,  of which  shares  are  issued  and  outstanding.  All issued and
outstanding  321 Shares (a) have been duly authorized and validly issued (b) are
fully  paid  and  nonassessable  and (c)  were  issued  in  compliance  with all
applicable  state and federal laws and  regulations  concerning  the issuance of
securities.  The rights,  preferences,  privileges and  restrictions  of the 321
Shares are as stated in the 321 Articles.  In addition to and  supplementing any
other warranty regarding the capitalization and finances of 321, 321 and the 321
Shareholders  specifically  warrant that other than the 321 Shares,  321 has not
issued any securities of any type or kind  whatsoever,  nor has 321 incurred any
material  indebtedness  not  disclosed in the financial  statements  provided to
Bidville or the Balance Sheet (defined below), on its own behalf or on behalf of
any other  person or entity,  prior to the  Closing.  Except as set forth on the
Schedule of  Exceptions,  there are no  outstanding  options,  warrants,  rights
(including  conversion or preemptive rights and rights of first refusal),  proxy
or shareholder agreements,  or agreements of any kind regulating the purchase or
acquisition of any 321 securities.

     4.4 Authorization; Binding Obligations. All corporate action on the part of
321 and Buy Sell, each of their officers, directors and shareholders,  necessary
for the  authorization of this Agreement,  the performance of all obligations of
321 and Buy Sell hereunder at the Closing and the authorization for the sale and
delivery  of the 321 Shares has been taken or will be taken prior to the Closing
as applicable. The terms of this Agreement, when executed and delivered, will be
valid and binding  obligations of 321  enforceable in accordance with its terms,
except (a) as  limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  or  other  laws of  general  application  affecting  enforcement  of
creditors'  rights,  and (b)  general  principles  of equity that  restrict  the
availability of equitable remedies.  The sale of the 321 Shares are not and will
not be subject to any preemptive rights or rights of first refusal that have not
been properly waived.

     4.5  Liabilities.  To the best of its  knowledge,  neither  321 nor the 321
Shareholders know of any material contingent  liabilities of 321 or Buy Sell not
disclosed in the financial  statements provided to Bidville or the Balance Sheet
or the Buy Sell Balance Sheet,  except (i) current  liabilities  incurred in the
ordinary  course of  business  that  individually  or in the  aggregate  are not
material to the financial condition


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or operating  results of 321 or Buy Sell,  respectively and (ii) obligations not
required to be reflected under generally accepted  accounting  principles in the
financial  statements provided to Bidville or in the Balance Sheet or in the Buy
Sell Balance Sheet.

4.6  Agreements; Aggregation.

          (a) 321 and the 321  Shareholders  warrant  that there are no material
     agreements, understandings,  instruments, contracts, proposed transactions,
     judgments,  orders, writs or decrees to which 321 or Buy Sell is a party or
     by which 321 or Buy Sell is bound which may involve obligations (contingent
     or  otherwise)  of, or payments  to, 321 or Buy Sell in excess of $5,000.00
     (other than  obligations  of, or payments  to, 321 or Buy Sell arising from
     the ordinary course of business).

          (b) For the  purposes  of  subsection  (a)  above,  all  indebtedness,
     liabilities,   agreements,   understandings,   instruments,  contracts  and
     proposed  transactions  involving  the  same  person  or  entity  shall  be
     aggregated for the purpose of meeting the individual  minimum dollar amount
     set forth in such subsection.

     4.7 Related Party Transactions.  321 and the 321 Shareholders  warrant that
there  are  no  obligations   of  321  or  Buy  Sell  to  officers,   directors,
shareholders,  or  employees  of 321 or Buy Sell other  than (a) for  payment of
salary for services rendered, (b) reimbursement for reasonable expenses incurred
on behalf of 321 or Buy Sell and (c) for other standard  employee  benefits made
generally  available  to  all  employees   (including  stock  option  agreements
outstanding  under any stock  option plan  approved by the Board of Directors of
321 or the Board of Directors of Buy Sell

     4.8  Title  to  Properties  and  Assets;   Liens,  Etc.  321  and  the  321
Shareholders  warrant that 321 has good title to all its  properties and assets,
including  its customer  lists and product lines and the  properties  and assets
reflected in the most recent  financial  statements  provided to Bidville and/or
the  Balance  Sheet,  and good title to 321's  leasehold  estates,  in each case
subject to no mortgage,  pledge, lien, lease,  encumbrance or charge, other than
(a) those resulting from taxes which have not yet become  delinquent,  (b) minor
liens and  encumbrances  which do not  materially  detract from the value of the
property  subject  thereto or materially  impair the  operations of 321, and (c)
those  that have  otherwise  arisen in the  ordinary  course  of  business.  All
facilities, machinery, equipment, fixtures, vehicles and other properties owned,
leased  or used  by 321  are in good  operating  condition  and  repair  and are
reasonably fit and usable for the purposes for which they are being used. 321 is
in compliance with all material terms of each lease to which it is a party or is
otherwise  bound. A copy of 321's Balance Sheet,  current as of the Closing Date
and prepared in accordance  with GAAP,  ("Balance  Sheet") is attached hereto as
Exhibit D. A copy of each deed,  title,  lease,  permit, or other certificate or
evidence of legal or beneficial  ownership of each real or personal  property as
used by 321 has been provided to Bidville.

     321 and the 321  Shareholders  warrant  that Buy Sell has good title to all
its  properties  and assets,  including its customer lists and product lines and
the  properties  and assets  reflected in the most recent  financial  statements
provided to Bidville  and/or the Buy Sell Balance  Sheet,  and good title to Buy
Sell's leasehold  estates,  in each case subject to no mortgage,  pledge,  lien,
lease,  encumbrance or charge,  other than (a) those  resulting from taxes which
have not yet become  delinquent,  (b) minor liens and encumbrances  which do not
materially  detract from the value of the property subject thereto or materially
impair the operations of Buy Sell,  and (c) those that have otherwise  arisen in
the ordinary course of business. All facilities, machinery, equipment, fixtures,
vehicles  and  other  properties  owned,  leased or used by Buy Sell are in good
operating  condition  and  repair  and are  reasonably  fit and  usable  for the
purposes  for which  they are being  used.  Buy Sell is in  compliance  with all
material  terms of each lease to which it is a party or is  otherwise  bound.  A
copy of Buy Sell's Balance Sheet, current as of the Closing


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Date and  prepared  in  accordance  with  GAAP,  ("Buy Sell  Balance  Sheet") is
attached hereto as Exhibit **. A copy of each deed,  title,  lease,  permit,  or
other  certificate or evidence of legal or beneficial  ownership of each real or
personal property as used by Buy Sell has been provided to Bidville.

     4.9  Title to  Accounts.  321  warrants  that it has good  title to all its
merchant  accounts,  bank accounts and in each case such accounts are subject to
no mortgage,  pledge, lien, lease,  encumbrance,  charge, freeze,  overdraft, or
hold.  321 warrants  that Buy Sell has good title to all its merchant  accounts,
bank accounts and in each case such accounts are subject to no mortgage, pledge,
lien, lease, encumbrance,  charge, freeze, overdraft, or hold. A current copy of
all account  statements of 321 and/or Buy Sell and a current copy of all account
agreement  (if  available)  for each such  account  of 321 and Buy Sell has been
provided to Bidville.


     4.10 Insurance  Policies.  321 warrants that it has complied fully with the
terms  of all  insurance  policies  entered  into by it,  and that 321 is not in
default,  breach,  or violation of any such policy,  nor to 321's knowledge,  is
there any fact that would give rise to such a default, breach or violation.  321
warrants  that Buy Sell  has  complied  fully  with the  terms of all  insurance
policies entered into by Buy Sell, and that Buy Sell is not in default,  breach,
or violation of any such policy, nor to 321's knowledge,  is there any fact that
would give rise to such a default, breach or violation.

     A copy of each  insurance  policy  entered  into by 321 and/or Buy Sell has
been provided to Bidville.

     4.11 321 Intellectual  Property.  321 and the 321 Shareholders warrant that
321 owns or  possesses  sufficient  legal  rights  and  titles  to all  patents,
trademarks,  service marks, trade names, copyrights,  trade secrets, internet or
world-wide  web  addresses and sites,  services,  computer  software,  licenses,
information  and  other  proprietary  rights  and  processes  necessary  for its
business as now conducted and as presently proposed to be conducted, without any
known infringement of the rights of others,  that all such rights and titles are
currently  in full force and effect and that no such right or title is scheduled
to expire  according to its terms within thirty (30) days  following the Closing
Date. A copy of each patent,  copyright,  trade- or service- mark  registration,
internet domain registration,  co-location agreement, and software license as is
or has been used by 321 has been provided to Bidville.

          (a)  321  has  not  received  nor is 321  aware  of any  communication
     alleging  that 321 (or any person  acting or purporting to act on behalf of
     321) has violated  or, by  conducting  its business as presently  proposed,
     would violate any of the patents,  trademarks,  service marks, trade names,
     copyrights or trade secrets, rights in internet or world-wide web addresses
     and sites, services,  computer software, or other proprietary rights of any
     other person or entity.

          (b) 321 is not  aware of any  employee  of 321  that may be  obligated
     under any contract  (including  licenses,  covenants or  commitments of any
     nature) or other agreement, or subject to any judgment,  decree or order of
     any  court  or  administrative  agency,  that  would  interfere  with  that
     employee's  duties to 321 or that would  conflict  with 321's  business  as
     presently  proposed to be conducted.  Neither the execution nor delivery of
     this  Agreement,  nor the  carrying on of 321's  business  by 321,  nor the
     conduct of 321's business as presently proposed,  will, to 321's knowledge,
     conflict with or result in a breach of the terms,  conditions or provisions
     of, or constitute a default  under,  any  contract,  covenant or instrument
     under which any employee is now obligated.





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     4.12 Buy Sell Intellectual  Property.  321 and the 321 Shareholders warrant
that Buy Sell  owns or  possesses  sufficient  legal  rights  and  titles to all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
internet or world-wide  web addresses and sites,  services,  computer  software,
licenses,  information and other proprietary rights and processes  necessary for
Buy Sell's business as now conducted and as presently  proposed to be conducted,
without any known infringement of the rights of others, that all such rights and
titles are currently in full force and effect and that no such right or title is
scheduled to expire according to its terms within thirty (30) days following the
Closing  Date.  A copy  of each  patent,  copyright,  trade-  or  service-  mark
registration, internet domain registration,  co-location agreement, and software
license as is or has been used by Buy Sell has been provided to Bidville.

          (a) Neither 321 nor Buy Sell has received nor is 321 or Buy Sell aware
     of any  communication  alleging  that  Buy Sell (or any  person  acting  or
     purporting  to act on  behalf  of 321 or Buy  Sell)  has  violated  or,  by
     conducting Buy Sell's business as presently proposed,  would violate any of
     the patents,  trademarks,  service marks, trade names,  copyrights or trade
     secrets,  rights  in  internet  or  world-wide  web  addresses  and  sites,
     services,  computer  software,  or other  proprietary  rights  of any other
     person or entity.

          (b) Neither 321 nor Buy Sell is aware of any employee of Buy Sell that
     may be  obligated  under any  contract  (including  licenses,  covenants or
     commitments of any nature) or other agreement,  or subject to any judgment,
     decree or order of any court or administrative agency, that would interfere
     with that employee's  duties to 321 or Buy Sell or that would conflict with
     321 or Buy Sell's business as presently  proposed to be conducted.  Neither
     the  execution nor delivery of this  Agreement,  nor the carrying on of Buy
     Sell's  business,  nor the  conduct of Buy  Sell's  business  as  presently
     proposed, will, to 321 or Buy Sell's knowledge,  conflict with or result in
     a breach of the terms, conditions or provisions of, or constitute a default
     under, any contract, covenant or instrument under which any employee is now
     obligated.

     4.13 Compliance with Other Instruments.  321 is not in violation or default
of any term of the 321 Articles or the 321 Bylaws, or of any material  provision
of any mortgage, indenture, contract, agreement, instrument or contract to which
it is party  or  which  binds or may  bind  it.  The  execution,  delivery,  and
performance of this  Agreement,  and the sale of the 321 Shares  pursuant hereto
will not, with or without the passage of time or giving of notice, result in any
such  material  violation,  or be in conflict with or constitute a default under
any such  term,  or  result  in the  creation  of any  mortgage,  pledge,  lien,
encumbrance  or  charge  upon  any of the  properties  or  assets  of 321 or the
suspension,  revocation,  impairment,  forfeiture  or  nonrenewal of any permit,
license, authorization or approval applicable to 321, its business or operations
or any of its assets or properties.

     Buy  Sell is not in  violation  or  default  of any  term  of the Buy  Sell
Articles or the Buy Sell Bylaws,  or of any material  provision of any mortgage,
indenture,  contract, agreement,  instrument or contract to which it is party or
which binds or may bind it. The  execution,  delivery,  and  performance of this
Agreement,  and the sale of the 321 Shares  pursuant  hereto  will not,  with or
without  the  passage of time or giving of notice,  result in any such  material
violation,  or be in conflict  with or constitute a default under any such term,
or result in the creation of any mortgage,  pledge, lien,  encumbrance or charge
upon any of the properties or assets of Buy Sell or the suspension,  revocation,
impairment,  forfeiture or nonrenewal of any permit,  license,  authorization or
approval applicable to Buy Sell, its business or operations or any of its assets
or properties.

     4.14  Litigation.  There is no action,  suit,  proceeding or  investigation
pending or to 321 or to any 321  Shareholder's  knowledge  currently  threatened
against 321 and/or Buy Sell,  including without  limitation,  any action,  suit,
proceeding or investigation which questions the validity of this Agreement,  any
provisions  thereof,  or the rights of 321, Buy Sell or any 321  Shareholder  to
enter into any such


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agreements, or to consummate the transactions contemplated hereby or thereby, or
which might result,  either  individually  or in the aggregate,  in any material
adverse change in the assets, condition, affairs or prospects of 321 or Buy Sell
, financially or otherwise, or any change in the current equity ownership of 321
or Buy Sell, nor are 321, Buy Sell, or any 321  Shareholder  aware that there is
any basis for any of the foregoing. The foregoing includes,  without limitation,
actions  pending or to  threatened  against 321 and/or Buy Sell by reason of the
past  or  present  employment  relationships  of any of 321  and/or  Buy  Sell's
employees.


     4.15 Tax Returns and  Payments.  321 has  disclosed  to Bidville the status
with respect to all 321's and Buy Sell's tax returns (federal, state and local),
that 321 or that Buy Sell is required  to file.  To 321's  knowledge,  all other
taxes due and  payable  by 321 and Buy Sell on or before the  Closing  have been
paid  or  will be paid  prior  to the  time  they  become  delinquent  with  any
exceptions permitted by any taxing authority.  321 has not been advised (a) that
any of its returns,  federal,  state or other, have been or are being audited as
of the date hereof,  (b) of any deficiency in assessment or proposed judgment to
its federal, state or other taxes, (c) that any of Buy Sell's returns,  federal,
state or other, have been or are being audited as of the date hereof, (b) of any
deficiency in assessment or proposed  judgment to Buy Sell's  federal,  state or
other taxes.  321 has no knowledge  of any  liability  for any tax to be imposed
upon its properties or assets or Buy Sell's  properties or assets as of the date
of this Agreement that is not adequately provided for.


     4.16  Employees.  Neither  321 nor Buy  Sell  has a  collective  bargaining
agreements with any of employees.  There is no labor union  organizing  activity
pending or, to 321's knowledge,  threatened with respect to 321 or Buy Sell. 321
is not aware that any  officer or key  employee  or any group of key  employees,
intends to terminate his, her or their employment with 321 or Buy Sell, nor does
321 or Buy Sell have any present  intention to terminate  the  employment of any
officer, key employee or group of key employees.


     4.17 ERISA.  Neither  321 nor Buy Sell has or  otherwise  contribute  to or
participate  in any employee  benefit  plan  subject to the Employee  Retirement
Income Security Act of 1974.


     4.18  Obligations  of  Management.  Each  officer of 321 and of Buy Sell is
currently  devoting adequate business time to the conduct of the business of 321
and Buy Sell, respectively.  To 321's knowledge, no current or former officer or
key  employee or either 321 or Buy Sell is  currently  working for a  competitor
enterprise.


     4.19 Registration  Rights . 321 is presently not under any obligation,  and
321 has not granted any rights to register  any of 321's  presently  outstanding
securities or any of its  securities  that may hereafter be issued.  Neither 321
nor Buy Sell is presently under any obligation, and neither 321 nor Buy Sell has
granted  any  rights  to  register  any  of  Buy  Sell's  presently  outstanding
securities or any of its securities that may hereafter be issued.


     4.20 Compliance with Laws;  Permits. To the knowledge 321, 321 and Buy Sell
have complied in all material  respects  with all  applicable  statutes,  rules,
regulations, orders or restrictions of any domestic or foreign government or any
instrumentality or agency thereof in respect of the conduct of


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its  business  or the  ownership  of its  properties.  No  governmental  orders,
permissions,  consents,  approvals or authorizations are required to be obtained
and no registrations or declarations are required to be filed in connection with
the execution and delivery of this  Agreement and  performance  thereunder,  or,
except such  filings as shall have been made prior to or  concurrently  with the
Closing, and, if required,  any such filings that must be made subsequent to the
Closing will be effective  within the time period  required by law.  Each of 321
and Buy Sell has all  franchises,  permits,  licenses and any similar  authority
necessary for the conduct of its business as now being conducted by it, the lack
of which  could  materially  and  adversely  affect  the  business,  properties,
prospects or financial condition of 321 and/or Buy Sell.

     4.21  Offering  Valid.  Assuming  the accuracy of the  representations  and
warranties  of Bidville  contained in Section 5.2 hereof,  the offer and sale of
the 321 Shares will be effected in compliance with applicable  federal and state
securities laws.

     4.22  Disclosures.  Neither this Agreement,  the Exhibits  hereto,  nor any
other document delivered by 321, Buy Sell, the 321 Shareholders, their attorneys
or agents to  Bidville  or their  attorneys  or  agents in  connection  with the
transactions  contemplated  hereby or  thereby,  taken as a whole,  contain  any
untrue statement of a material fact, nor omit to state a material fact necessary
in order to make the statements contained herein or therein not misleading.

     4.23  Minute  Books.  The  minute  books of 321 and Buy  Sell  will be made
available to Bidville upon request through the Closing,  and will contain a true
and complete  summary of all meetings of directors  and  shareholders  since the
time of incorporation.

     4.24 Real Property Holding Corporation.  321 is not a real property holding
corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code
of 1986, as amended (the "Code") and any regulations promulgated thereunder.

     4.25 Tax  Elections.  Neither 321 nor Buy Sell has elected  pursuant to the
Code to be treated as an "S" corporation or a collapsible  corporation  pursuant
to  Section  341(f) or Section  1362(a)  of the Code,  nor has it made any other
elections  pursuant to the Code (other than  elections  which  relate  solely to
matters of accounting, depreciation or amortization) which would have a material
adverse  effect on321 or Buy Sell,  or the financial  condition,  or business as
presently  conducted or present  properties or material  assets of either 321 or
Buy Sell.


5.   REPRESENTATIONS AND WARRANTIES OF BIDVILLE.

     Bidville hereby  represents and warrant to 321 and the 321  Shareholders as
follows:

     5.1 Requisite  Power and  Authority.  Bidville has all necessary  power and
authority  under all  applicable  provisions  of law to execute and deliver this
Agreement  and to carry  out its  provisions.  All  action  on  Bidville's  part
required for the lawful execution and delivery of this Agreement have been taken
prior to the  Closing.  Upon their  execution  and  delivery,  the terms of this
Agreement  will be valid and binding  obligations  of Bidville,  enforceable  in
accordance  with its terms,  except (a) as  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or other laws of  general  application
affecting enforcement of creditors' rights, and (b) general principles of equity
that restrict the availability of equitable  remedies.  Bidville represents that
the execution,  delivery and performance of this Agreement and the  consummation
of the transactions  contemplated hereby and thereby,  have been duly authorized
by  all  necessary  corporate  action.  The  execution  and  performance  of the
transactions contemplated by this Agreement by Bidville (i) will not violate any
provision of law applicable to either such party; and (ii)


                                      - 9 -



<PAGE>




will not  conflict  with or result in any breach of any of the  material  terms,
conditions or  provisions  of, or  constitute a default  under,  its articles or
bylaws or any indenture,  lease, agreement or other instrument to which Bidville
is a party or by which either or any of their respective properties is bound, or
any decree, judgment, order, statute, rule or regulation applicable to Bidville.


     5.2 Experience.  Bidville has carefully  reviewed the  representations  and
warranties of 321 and the 321  Shareholders  contained in this Agreement and has
made a detailed  inquiry  concerning  321, its business and its  personnel,  and
offices. 321 and its officers,  directors,  and personnel have made available to
Bidville any and all written  information  that  Bidville has requested and have
answered all inquiries made by Bidville to Bidville's satisfaction. Bidville has
adequate  net  worth  and  means  of  providing   for  its  current   needs  and
contingencies  to sustain a complete loss of its  investment in 321.  Bidville's
overall  commitment  to  investments  which are not  readily  marketable  is not
disproportionate  to its net  worth,  (taking  into  account  the net  worth  of
investors  in Bidville)  and  Bidville's  investment  in 321 will not cause such
overall commitment to become excessive.


     5.3 Investment  Representations.  Bidville  understands that the 321 Shares
have never been registered  under the Securities Act.  Bidville also understands
that the 321 Shares are being  offered and sold  pursuant to an  exemption  from
registration   contained  in  the  Securities  Act  based  in  part  upon  321's
representations  contained in this  Agreement.  Bidville  hereby  represents and
warrants as follows:

          (a) Bidville  Bears Economic  Risk.  Bidville and its management  have
     substantial  experience  in evaluating  and investing in private  placement
     transactions  of  securities  in  companies  similar  to 321 so  that it is
     capable of evaluating the merits and risks of its investment in 321 and has
     the capacity to protect its own interests.  Bidville must bear the economic
     risk of this investment  indefinitely  unless the 321 Shares are registered
     pursuant  to the  Securities  Act, or an  exemption  from  registration  is
     available.  Bidville  understands  that  321 has no  present  intention  of
     registering  the  321  Shares,  or  any  other  securities.  Bidville  also
     understands that there is no assurance that any exemption from registration
     under the  Securities  Act will be available  and that,  even if available,
     such exemption may not allow Bidville to transfer all or any portion of the
     321 Shares under the circumstances, in the amounts, at the prices or at the
     times Bidville might propose.

          (b) Acquisition for Own Account.  Bidville is acquiring the 321 Shares
     for Bidville's own account for investment only, and not with a view towards
     their distribution,  and would not have been an "underwriter" (as that term
     is defined in Section  2(a)(11) of the Securities  Act) with respect to the
     original purchase of the 321 Shares if it had then been a purchaser of such
     shares.

          (c) Bidville Can Protect Its  Interest.  Bidville  represents  that by
     reason of its management's,  business or financial experience, Bidville has
     the  capacity  to  protect  its  own  interests  in  connection   with  the
     transactions contemplated in this Agreement. Furthermore, Bidville is aware
     of  no  publication  or  of  any   advertisement  in  connection  with  the
     transactions contemplated in the Agreement.

          (d) Accredited Investor. Bidville represents that it is an "accredited
     investor"  within the  meaning  of Rule  501(a) of  Regulation  D under the
     Securities Act.

          (e) Company Information.  Bidville has received and read the financial
     statements  and the  Balance  Sheets  of 321 and  Buy  Sell  and has had an
     opportunity  to  discuss  321  and  Buy  Sell's  business,  management  and
     financial  affairs with Buy Sell,  321, and their  directors,  officers and
     management  and  has had the  opportunity  to  review  the  operations  and
     facilities of 321 and Buy Sell.


                                                     - 10 -



<PAGE>





          (f) Rule 144.  Bidville  acknowledges  and agrees  that the 321 Shares
     must be held indefinitely unless they are subsequently registered under the
     Securities  Act  or an  exemption  from  such  registration  is  available.
     Bidville  has  been  advised  or is  aware  of the  provisions  of Rule 144
     promulgated  under the Securities Act as in effect from time to time, which
     permits  limited  resale of 321  Shares  purchased  in a private  placement
     subject to the satisfaction of certain conditions,  including,  among other
     things,  the availability of certain current public  information about 321,
     the resale  occurring  following the required holding period under Rule 144
     and the number of shares  being  sold  during  any  three-month  period not
     exceeding specified limitations.

          (g) Residence.  As corporation,  the office or offices of in which its
     investment  decision  was made is located at the  address or  addresses  of
     Bidville as set forth on Exhibit E.

6.   [INTENTIONALLY DELETED]

7.   CONDITIONS TO CLOSING.

     7.1  Conditions  to  Bidville's  Obligations  at  the  Closing.  Bidville's
obligations  to  purchase  the 321  Shares at the  Closing  are  subject  to the
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

          (a)  Accuracy  of  Representations  and  Warranties;   Performance  of
     Obligations.  The  representations  and warranties  made by 321 and the 321
     Shareholders  in  Section  4 herein  shall be true  and  correct  as of the
     Closing  Date with the same force and effect as if they had been made as of
     the Closing Date, and 321 and the 321 Shareholders shall have performed all
     obligations  and conditions  herein required to be performed or observed by
     321 and the 321 Shareholders on or prior to the Closing Date.

          (b) Consents,  Permits,  and Waivers.  321 shall have obtained any and
     all consents, permits and waivers necessary or appropriate for consummation
     of the transactions  contemplated by the Agreement  (except for such as may
     be properly obtained subsequent to the Closing ).

          (c)  Stockholders  Agreement.  321, the 321  Shareholders set forth on
     Schedule 1 hereto and Bidville shall have executed a Shareholders Agreement
     with respect to transfer  restrictions and other matters that is reasonably
     acceptable to Bidville.

          (d) Compliance Certificate. Bidville shall have received a certificate
     signed  by an  officer  of 321 and  dated  as of the  date of the  Closing,
     stating that the  conditions  set forth in Sections 7.1 (a) above have been
     satisfied.

          (e) Secretary Certificates. Bidville shall have received copies of the
     Certificates  of  Incorporation  of 321 and Buy Sell (each certified by the
     Secretary of State of the State of New York) the Bylaws of both 321 and Buy
     Sell,  and  resolutions  of the Board of Directors of 321 and Buy Sell with
     respect  to  the  transactions   contemplated  herein,  and  good  standing
     certificates  from the  Secretary  of State of the  State of New York  with
     respect  to Buy Sell and 321,  each dated not more than 7 days prior to the
     Closing Date and certified in a form reasonably


                                     - 11 -



<PAGE>




     acceptable to Bidville by the Secretary of Buy Sell and 321,  respectively,
     as true and correct copies thereof as of the Closing Date.


              7.2 Conditions to Obligations of 321. The 321 Shareholders'
obligation to sell the 321 Shares is subject to the satisfaction, on or prior to
Closing, of each of the following conditions:

          (a)  Representations  and  Warranties  True. The  representations  and
     warranties  of  Bidville  shall  be true  and  correct  at the  date of the
     Closing,  with the same force and effect as if they had been made on and as
     of said date.
          (b) Payment of  Purchase  Price.  Bidville  shall have  delivered  the
     Purchase Price in exchange for the 321 Shares purchased hereunder.
          (c)  Performance  of  Obligations.  Bidville  shall have performed and
     complied with all agreements and conditions herein required to be performed
     or complied with by Bidville on or before the Closing.
          (d) Stockholders Agreement. Bidville and the 321 shall have executed a
     Shareholders  Agreement  with  respect to transfer  restrictions  and other
     matters that is reasonably acceptable to the 321 Shareholders.
          (e)  Compliance  Certificate.  321 shall have  received a  certificate
     signed by an officer of Bidville  and dated as of the date of the  Closing,
     stating  that the  conditions  set forth in Sections  7.2 (a) and (c) above
     have been satisfied.
          (f)  Secretary  Certificate.  321 shall  have  received  copies of the
     Certificate  of  Incorporation  (certified by the Secretary of State of the
     State of Nevada),  Bylaws,  and  resolutions  of the Board of  Directors of
     Bidville with respect to the transactions  contemplated  herein, and a good
     standing  certificate  from the  Secretary  of State of the State of Nevada
     with  respect to  Bidville  dated not more than 7 days prior to the Closing
     Date, certified in a form reasonably  acceptable to 321 by the Secretary of
     Bidville as true and correct copies thereof as of the Closing Date.


8.   MISCELLANEOUS.

          8.1 Indemnification.

          (a) 321 and the 321 Shareholders hereby agree jointly and severally to
     hold harmless and indemnify one another against any and all losses, claims,
     liabilities,  damages  and  expenses  (and  all  costs  including,  without
     limitation, reasonable attorneys' fees and expenses) resulting from (i) any
     inaccuracy  in or  any  breach  by  321  or  the  321  Shareholders  of any
     representation  or warranty thereof set forth in Section 4 above,  (ii) any
     breach of any covenant or agreement contained in this Agreement prior to or
     following the Closing.

          (b) 321 and the 321 Shareholders hereby agree jointly and severally to
     hold harmless and indemnify  Bidville  against any and all losses,  claims,
     liabilities,  damages  and  expenses  (and  all  costs  including,  without
     limitation, reasonable attorneys' fees and expenses) resulting from (i) any
     inaccuracy  in or  any  breach  by  321  or  the  321  Shareholders  of any
     representation or warranty thereof set forth in


                                     - 12 -



<PAGE>




     Section 4above,  (ii) any breach of any covenant or agreement  contained in
     this  Agreement  required to be  performed  by 321 or the 321  Shareholders
     prior to or following the Closing.

          (c) If the 321  Shareholders  receive in transfer any Bidville  Shares
     from  Bidville  pursuant  to  Section  3.2(b)  of this  Agreement,  the 321
     Shareholders  agree to hold harmless and indemnify Bidville against any and
     all  losses,  claims,  liabilities,  damages and  expenses  (and all costs,
     including,  without limitation,  reasonable attorneys fees and expenses) by
     any 321 Shareholder  resulting from any actions,  claims,  demands or legal
     proceedings  arising  from or related to matters or events that shall occur
     with respect to 321, Buy Sell, or Bidville following the Closing.

          8.2 Indemnification Procedures.

          (a) Each party claiming  indemnification  ("Indemnified  Party") shall
     promptly  give notice  hereunder  to the party from which such  Indemnified
     Party is claiming  Indemnification  ("Indemnifying  Party") after  becoming
     aware  of any  claim  as to  which  recovery  may  be  sought  against  the
     Indemnifying Party as a result of the terms of Section 8.1 above.

          (b) If the Indemnifying Party shall not, within 30-calendar days after
     its  receipt  of the  notice  required  by  Section  8.2(a)  above,  advise
     Indemnified  Party  that the  Indemnifying  Party  denies  the right of the
     Indemnified  Party to indemnity in respect of the claim, then the amount of
     such claim  shall be deemed to be finally  determined  between  the parties
     hereto.  If the Indemnifying  Party shall notify the Indemnified Party that
     it  disputes  any claim made by the  Indemnified  Party,  then the  parties
     hereto shall endeavor to settle and compromise such claim, and if unable to
     agree on any settlement or compromise, such claim for indemnification shall
     be settled by  appropriate  litigation,  and any liability  established  by
     reason of such  settlement,  compromise or litigation shall be deemed to be
     finally determined.

     8.3  Injunctive  Relief.  The  Parties  acknowledge  that the  restrictions
contained  in this  Agreement  are  reasonable  and  necessary  to  protect  the
legitimate interests of the Parties, and that any violation of such restrictions
may result in irreparable  injury to the Parties for which money damages may not
provide an adequate  remedy.  Therefore,  the Parties  shall be entitled to seek
equitable  relief,  including,  without  limitation,  preliminary  and permanent
injunctive  relief,  in any court of competent  jurisdiction  and, to the extent
applicable, an equitable accounting of all earnings,  profits and other benefits
arising  from the  violation  of any such  restrictions,  which  rights shall be
cumulative  and in addition to any other rights or remedies to which the Parties
seeking such relief may be entitled.

     8.4 Governing Law. This Agreement  shall be governed in all respects by and
construed in accordance  with the laws of the State of New York,  without regard
to the choice of law or conflicts of law provisions thereof.  All suits or other
actions regarding  disputes arising under this Agreement shall be brought in the
courts, whether state or federal, of the State of Florida.

     8.5 Survival.  The representations and warranties made herein shall survive
the  Closing  of the  transactions  contemplated  hereby for a period of two (2)
years from the Closing Date.




                                     - 13 -



<PAGE>



     8.6 Successors and Assigns.  Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
permitted  successors,  assigns,  heirs,  executors  and  administrators  of the
Parties hereto.  This agreement may not be assigned by any of the Parties hereto
without  the prior  written  consent  of all other  Parties,  and any  attempted
assignment in violation of this provision shall be null and void.

     8.7 Entire  Agreement.  This Agreement,  the Exhibits and Schedules hereto,
and the other documents delivered pursuant hereto constitute the full and entire
understanding  and  agreement  between  the  Parties  with regard to the subject
matter  hereof and no Party  shall be liable or bound to any other in any manner
by  any  representations,   warranties,   covenants  and  agreements  except  as
specifically set forth herein and therein.

     8.8 Severability.  In case any provision of the Agreement shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     8.9 Amendment and Waiver. This Agreement may be amended or modified only by
a written consent signed by each of the Parties.

     8.10  Delays  or  Omissions.  It is  agreed  that no delay or  omission  to
exercise  any right,  power or remedy  accruing  to any Party,  upon any breach,
default or  noncompliance by another Party under this Agreement shall impair any
such right,  power or remedy,  nor shall it be  construed  to be a waiver of any
such breach, default or noncompliance,  or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver,  permit, consent or approval of any kind or character on
Bidville's part with respect to any breach,  default or noncompliance under this
Agreement or any waiver on such Party's part of any  provisions or conditions of
the  Agreement  must be in  writing  and shall be  effective  only to the extent
specifically set forth in such writing.

     8.11  Notices.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
Party to be  notified,  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, (c) five (5) days after having been sent by registered  or certified  mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a nationally  recognized overnight courier,  specifying next day delivery,  with
written  verification of receipt.  All communications shall be sent to321 at the
address as set forth on the signature  page hereof,  or to 321 at the address as
set forth in Exhibit E attached  hereto and to Bidville at the address set forth
on Exhibit E attached  hereto or at such other  address as 321 or  Bidville  may
designate by ten (10) days advance written notice to the other Parties hereto.

     8.12 Expenses.  Each Party shall pay its own all costs and expenses that it
incurs with respect to the negotiation,  execution,  delivery and performance of
the Agreement.

     8.13 Attorneys' Fees. In the event that any suit or action is instituted to
enforce any provision in this  Agreement,  the prevailing  Party in such dispute
shall be entitled to recover from the losing Party all  reasonable  fees,  costs
and  expenses  of  enforcing  any right of such  prevailing  Party under or with
respect to this  Agreement,  unless payment for such fees and costs is otherwise
provided for under this Agreement.

     8.14 Titles and  Subtitles.  The titles of the sections and  subsections of
the Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.


                                     - 14 -



<PAGE>



     8.15 Counterparts;  Execution. This Agreement may be executed in any number
of counterparts,  each of which shall be an original,  but all of which together
shall  constitute one  instrument.  All Parties are  specifically  authorized to
execute this Agreement and transmit the executed  Agreement and/or any schedules
or Exhibits thereto or portions thereof by facsimile  transmission to each other
Party,  and such  execution  shall be effective as if executed in the offices of
Bidville as described in Section 3.1 herein.  For  convenience,  Bidville's  fax
number may be set forth as part of Exhibit E.

     8.16  Broker's  Fees.  Other  than has been set forth  herein,  each of the
Parties hereto represents and warrants that no agent, broker, investment banker,
person or firm acting on behalf of or under the  authority  of such Party hereto
is or will be entitled to any broker's or finder's  fee or any other  commission
directly or indirectly in connection with the transactions  contemplated herein.
Each of the Parties  hereto further agrees to indemnify each other Party for any
claims,  losses or  expenses  incurred  by such  other  Party as a result of the
representation in this Section 8.13 being untrue.

     8.17 Confidentiality.  Each Party hereto agrees that, except with the prior
written consent of other Parties,  it shall at all times keep  confidential  and
not divulge, furnish or make accessible to anyone any confidential  information,
knowledge or data concerning or relating to the business or financial affairs of
the other  Parties to which such Party has been or shall  become privy by reason
of this Agreement,  discussions or negotiations relating to this Agreement,  the
performance  of its  obligations  hereunder  or the  ownership of the 321 Shares
purchased  hereunder.  The  provisions of this Section 8.14 shall be in addition
to, and not in  substitution  for, the provisions of any separate  nondisclosure
agreement executed by the Parties hereto.

     8.18 Pronouns.  All pronouns  contained herein, and any nouns or variations
thereof,  shall be  deemed  to  refer to the  masculine,  feminine  or  neutral,
singular or plural, as the context may require.







                      [COUNTERPART SIGNATURE PAGES FOLLOW]



                                     - 15 -



<PAGE>




                     SIGNATURE PAGE TO INVESTMENT AGREEMENT.




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


321, Play Inc., A NEW YORK CORPORATION

                                      DATE: March 24, 2004

By: /s/ Alina Mezhbovski
---------------------------------------
      Alina Mezhbovski ,its President


BIDVILLE, INC., A NEVADA CORPORATION

                                      DATE: March 24, 2004

By:  /s/Gerald C. Parker
---------------------------------------
       Gerald C. Parker ,its President







                                     - 16 -



<PAGE>






                                    SCHEDULES















                                     - 17 -



<PAGE>






                                   Schedule 1

321  Shareholders  and  corresponding  apportionment  of  Bidville  Shares to be
received at Closing.


Name of Shareholder     Number of 321 Shares owned  Number of shares of Bidville
                                                    common stock to be issued at
                                                    Closing

Alina Mezhbovski        200                         500,000



----------------------  --------------------------- ----------------------------









                                     - 18 -