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Exhibit 10.12

                                PORTAL AGREEMENT
                                ----------------

This Return Assured Portal Agreement (this "Agreement") is made as of the 27th
day of September, 2000 by and between

Return Assured, Inc.
1901 Avenue of the Stars, Suite 1710
Los Angeles, CA 90067
("Return Assured")

and

eBrick, Inc.
306 W 38th Street, Suite 1600
New York, NY. 60641
("the Merchant")


                              W I T N E S S E T H :

         WHEREAS, Return Assured is in the business of providing a purchase
guarantee to retail purchasers of goods over the Internet from merchants who
subscribe to Return Assured's service for a fee (the Return Assured Program);

         WHEREAS, eBrick is in the business of operating an Internet portal
directed to consumers in the USA with the URL of www.ebrick.com; and

         WHEREAS, eBrick and Return Assured desire to enter into an agreement
whereby eBrick will co-market and sell Return Assured's services and program to
Internet retailers in USA, and certain other countries in exchange for a share
of Return Assured's fees earned from the Internet retailers obtained by eBrick.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows.

                                    ARTICLE 1

                             ENGAGEMENT OF SERVICES

         1.1_     Pursuant to the terms and conditions set forth in this
                  Agreement, Return Assured hereby engages eBrick, and eBrick
                  hereby accepts said engagement as Return Assured's
                  non-exclusive sales representative for the solicitation and
                  sale of the


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                  Return Assured Program to their partnered merchants.

         1.2_     In connection with eBrick's marketing and sale of the Return
                  Assured Program, eBrick agrees to utilize only the sales
                  materials, information and documents provided by Return
                  Assured, and to make only those representations regarding the
                  Return Assured Program as are provided and authorized by
                  Return Assured. Furthermore, eBrick agrees to recommend the
                  Return Assured Program to its merchants as the exclusive
                  return policy assurance program and to post the Return Assured
                  trademark/logo on its website in a form and manner reasonably
                  satisfactory to Return Assured.

         1.3_     Return Assured and eBrick agree to mutually develop and
                  implement a co-marketing plan for the performance of eBrick's
                  duties hereunder prior to engaging in any sales activities.

         1.4_     The procedure for eBrick to consummate a sale of the Return
                  Assured Program is to first provide the prospective merchant
                  with the information package provided by Return Assured. This
                  is important since the package contains a detailed description
                  of the Return Assured Program as well as a legal disclaimer
                  that Return Assured is in no way acting as a guarantor or
                  insurer of the quality, performance, merchantability, fitness
                  for any particular purpose, design or standards of the
                  products/services sold by such merchants. Once a merchant
                  expresses a desire to subscribe to the Return Assured Program,
                  eBrick shall provide a Merchant Agreement in the form annexed
                  hereto as Exhibit A (the Merchant Agreement) to the
                  prospective Merchant with instructions for the merchant to
                  review same and, if applicable, to execute and deliver the
                  Merchant Agreement to Return Assured along with any fees due
                  under the Merchant Agreement. Return Assured will then
                  countersign the Merchant Agreement and return a copy to both
                  the Merchant and eBrick.


                                    ARTICLE 2
                                  COMPENSATION

         2.1      In consideration for eBrick's services hereunder, and subject
                  to Article 6.2 below, Return Assured shall pay to eBrick seven
                  and one half percent (7.5%) of all gross fees received by
                  Return Assured under the Merchant Agreements procured by
                  eBrick during the Term hereof.

         2.2      Payment of all amounts hereunder shall be made within
                  forty-five (45) days following the end of each calendar
                  quarter and shall be for the amounts due and accruing during
                  the preceding calendar quarter.

         2.3      Payments to eBrick hereunder shall be accompanied by a
                  statement, certified to be true and accurate by an officer of
                  Return Assured, setting for the calculation of all


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                  amounts due to eBrick hereunder.

         2.4      Payments to eBrick hereunder shall be made in United States
                  Dollars and, if applicable, shall be made using the exchange
                  rates in effect for any foreign currencies on the date payment
                  is due to be made.

                                    ARTICLE 3
                                SCOPE OF SERVICES

         3.1      Scope.

         (a)      The scope of the engagement hereunder is limited to marketing
                  and soliciting the sale of the Return Assured Program to
                  prospective Internet merchants in the Territory. It does not
                  include the right to sell or solicit any sales beyond the
                  Territory or to make sales to the general public or to market
                  or sell any of Return Assured's products/services other than
                  the Return Assured Program as set forth in the Merchant
                  Agreement.

         (b)      eBrick represents and warrants that it shall make
                  representations regarding the Return Assured Program that are
                  true, accurate and in accordance with the product information
                  provided to it by Return Assured.

                                    ARTICLE 4
           INDEMNIFICATION, NO PARTNERSHIP, REPRESENTATIONS/WARRANTIES

         4.1      Indemnifications. Each party hereby indemnifies and holds
                  harmless the other, their officers, directors, employees,
                  agents, heirs and successors from and against any and all
                  loss, damage, expense, liability (including reasonable
                  attorney's fees) which arise as the result of the breach of
                  any provision or warranty contained herein.

         4.2      No Partnership or Authority. Neither party shall have the
                  right, power or authority to contract in the name of the
                  other, or to otherwise bind or pledge the assets of the other.
                  This Agreement does not create a partnership, joint venture or
                  franchise agreement.

         4.3.     Representations and Warranties of Return Assured. Return
                  Assured hereby represents and warrants that (i) it is a Nevada
                  corporation validly existing and in good standing; (ii) that
                  it has the power and all necessary authorization and board
                  resolutions to enter into and perform this Agreement; and
                  (iii) that by entering into this Agreement and performing its
                  terms, it will not be violating or breaching any (x) third
                  parties rights or agreements; (y) any court order, judgment or
                  decree; or (z) any applicable law, statute, rule, regulation,
                  ordinance or otherwise of any jurisdiction.

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         4.4      Representations and Warranties of eBrick. eBrick hereby
                  represents and warrants that (i) it is a New York corporation
                  validly existing and in good standing in its jurisdiction;
                  (ii) that it has the power and all necessary authorization and
                  board resolutions to enter into and perform this Agreement;
                  and (iii) that by entering into this Agreement and performing
                  its terms, it will not be violating or breaching any (x) third
                  parties rights or agreements; (y) any court order, judgment or
                  decree; or (z) any applicable law, statute, rule, regulation,
                  ordinance or otherwise of any jurisdiction.

                                    ARTICLE 5
                                     DEFAULT

         5.1      Default. In the event either party defaults in any of its
                  obligations under this Agreement, the non-defaulting party
                  shall send written notice to the defaulting party setting for
                  the nature of the alleged default and the provision of this
                  Agreement allegedly violated. In the event the defaulting
                  party has not cured the default within thirty (30) days from
                  receipt of notice of default, then the non-defaulting party
                  may pursue any remedies at law or equity it deems appropriate.
                  In this regard, should eBrick permit an uncured default to
                  exist, Return Assured may, among other things, terminate this
                  Agreement. Both parties hereby acknowledge and agree that a
                  breach of this Agreement will likely result in irreparable
                  harm to the other and, as such, agrees to the issuance of
                  injunctive relief (including preliminary injunction and
                  temporary restraining orders) to prevent further breaches
                  and/or damages.

                                    ARTICLE 6
                                      TERM

         6.1      Term: Subject to Article 5.1, this Agreement shall endure for
                  a period of five (5) years from the date first written above.
                  At the expiration of said Term, this Agreement shall
                  automatically renew for one additional five (5) year term
                  unless within sixty (60) days prior to the end of the original
                  term, either party sends written notice to the other of its
                  intention not to renew. In the event notice of non-renewal is
                  sent or this Agreement is sooner terminated as provided
                  herein, eBrick shall immediately discontinuing soliciting,
                  selling, brokering or otherwise acting on behalf of Return
                  Assured and the Return Assured Program in any manner
                  whatsoever. In the event eBrick continues representing the
                  Return Assured Program after the expiration of the Term with
                  the knowledge and consent of Return Assured, it shall not be
                  construed as a renewal of this Agreement, but shall be
                  considered a day to day contract under the same remaining
                  terms and conditions herein. Notwithstanding anything herein
                  to the contrary, in the event eBrick does not maintain at
                  least 10 active, fee paying Merchant Agreements during any
                  month during the Term, Return Assured shall have the right to
                  terminate this Agreement on twenty (20) days written notice to
                  eBrick.


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         6.2      For the six (6) month period following the expiration or
                  sooner termination of this Agreement, Return Assured shall
                  continue to pay eBrick its consideration set forth in Article
                  2 above on all Merchant Agreements in effect during said time
                  period. After said six(6) month period, Return Assured will
                  not have any obligation to pay eBrick any compensation
                  whatsoever on Merchant Agreements (or any extensions or
                  renewals thereof) procured by eBrick during the Term hereof.

                                    ARTICLE 7
                                  MISCELLANEOUS

         7.1      Force Majeure: It is understood and agreed that in the event
                  of an act of the government, war, fire, flood or other natural
                  disaster, or labor or manufacturing strikes which prevent the
                  performance of this Agreement, such nonperformance will not be
                  considered a breach of this Agreement, and such nonperformance
                  shall be excused while, but not longer than, the conditions
                  described herein prevail. The period of Force Majeure shall
                  not exceed eighteen (18) months.

         7.2      Notices: All notices, whenever required in this Agreement,
                  will be in writing and sent by certified mail, return receipt
                  requested, or such other method as permits the verification of
                  delivery. Notices will be deemed to have been given when
                  mailed. A copy of all notices to Return Assured shall be sent
                  via regular mail to: Steven M. Kaplan, Esq., Kaplan &
                  Gottbetter, 630 Third Avenue, New York, NY 10017.

         7.3      Controlling Law: This Agreement shall be construed in
                  accordance with the laws of the State of New York, United
                  States of America and jurisdiction over the parties and
                  subject matter over any controversy arising hereunder shall be
                  in the Courts of the State and County of New York, County or
                  the Federal courts therein. Both parties hereby irrevocably
                  consent to said jurisdiction and venue.

         7.4      Assignment: This Agreement shall be binding upon and inure to
                  the benefit of the parties hereto and their respective
                  successors and permitted assigns, but neither this Agreement,
                  nor any of the rights, interests or obligations hereunder
                  shall be assigned by either party without the prior written
                  consent of the other party, and any attempts to do so without
                  the consent of the other party shall be void and of no effect.

         7.5      Confidentiality. Both parties acknowledge that in the
                  performance of the terms of this Agreement, each party will
                  disclose to the other certain confidential and proprietary
                  information, including but not business plans and practices,
                  trade secrets, customer and employee files and lists, computer
                  software/hardware, and marketing/advertising/promotional plans
                  and practices. Each party agrees not to disclose, disseminate
                  or to utilize any of the other's Confidential Information
                  without the prior written consent of the other. Each party
                  acknowledges that any breach or threatened breach of the
                  provisions of this paragraph, or paragraph 1.5


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                  above will cause irreparable harm to the other and as a
                  result, each party is entitled to obtain preliminary,
                  temporary and permanent injunctive relief, in addition to all
                  other remedies and damages, in the event of a breach or
                  threatened breach thereof, without the need or obligation to
                  post any bond or undertaking, which requirement is hereby
                  waived.

         7.6      Entire Agreement: This writing constitutes the entire
                  agreement and understanding between the parties. No other oral
                  or written agreements or representations exist or are being
                  relied upon by either party. Any modifications or additions
                  hereto must be made in writing and signed by both parties.

         7.7      Other Miscellaneous: (a) The paragraph headings used herein
                  are for reference purposes only and do not effect the meaning
                  or interpretation of this Agreement. If any provisions of this
                  Agreement are for any reason declared to be invalid or
                  illegal, the remaining provisions shall not be affected
                  thereby.

                  (b) The failure of either party to enforce any or all of its
                  rights hereunder as they accrue shall not be deemed a waiver
                  of those rights, all of which are expressly reserved.

                  (c) This Agreement may be executed in more than one
                  counterpart, all of which shall be deemed to be originals.

                  (d) This Agreement shall not be binding unless a fully
                  executed counterpart has been delivered to all parties.

                  (e) In the event of a breach of any provision of this
                  Agreement, the non-breaching party shall be entitled to
                  recover, in addition to all other remedies and damages, all of
                  its reasonable attorney's fees and costs incurred in enforcing
                  its rights hereunder.

         WHEREAS, the parties have set their hand and executed this Agreement of
five (5) pages with the intention of being fully bound hereby.

RETURN ASSURED, INC                         EBRICK, INC

By:                                         By:
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