Exhibit 10.1

                               MATERIAL CONTRACTS

             INTERNET SERVICES AGREEMENT FOR DEVELOPMENT, HOSTING,
                       AND MAINTENANCE OF AN INTERNET SITE


         THIS  SERVICES  AGREEMENT  (the  "Agreement")  is  entered  into  as of
December 30, 1999 (the  "Effective  Date") by and between  Integrated  Concepts,
Inc. ("ICI"),  a Texas  Corporation,  with offices located at 14683 Midway Road,
Suite 200,  Addison,  Texas 75001 and  GimmeaBid.com  Inc.,  by and on behalf of
itself and its affiliates  ("collectively  GBC"), a Delaware  Corporation,  with
offices located at 176 World Trade Center,  2050 Stemmons Freeway Dallas,  Texas
75342.

         WHEREAS,  ICI provides a variety of technical  services relating to the
development  and integration of software into Internet  applications  and to the
hosting and maintenance of Internet sites;

         WHEREAS,  GBC desires to establish a  wholesale/retail  presence on the
Internet  with  three  (3),  World  Wide Web  (WWW)  sites  providing  a digital
marketplace.

         WHEREAS,  GBC has requested  that ICI develop,  host, and maintain such
Internet sites for GBC;

         NOW,  THEREFORE,  in consideration  of the above premises,  the parties
hereby agree as follows:

1.       Definitions.  The terms used in this Agreement have the following
         meanings:


         o  Additional Work Order. The term "Additional Work Order" means a work
            order  that is  entered  into by the  parties  subsequent  to and in
            accordance with this Agreement.

         o  Confidential Information.  The term "Confidential Information" means
            any  written or oral  information,  including  but not  limited  to,
            documentation and other tangible or intangible  discoveries,  ideas,
            concepts, software, designs, drawings,  specifications,  techniques,
            models,  information data, source code, object code, diagrams,  flow
            charts,  procedures  and  "know-how"  supplied  by one  party to the
            other.

         o  Deliverables.  Deliverables  are items  identified in the Initial or
            Additional  Work Orders  and/or the  Maintenance  Agreement as being
            constructed   by  ICI  and   delivered   to  GBC   pursuant  to  the
            specifications  in the Initial or Additional  Work Orders and/or the
            Maintenance Agreement.

         o  Developments.   The  term  "Developments"   means  all  Deliverables
            provided by ICI to GBC under the terms of this Agreement, as well as
            all  inventions,   improvements,   discoveries,  methods,  services,
            software,  documents,  materials,  and works of authorship,  whether
            patentable or  copyrightable  or not, that are  associated  with the
            Deliverables  and that are  created,  made,  conceived,  reduced  to
            practice,  or  suggested by ICI,  individually  or jointly with GBC,
            during the term of this Agreement.

         o  Initial  Work Order.  The term  "Initial  Work Order" means the work
            order that is entered into by the parties as part of this Agreement.
            The Initial Work Order is provided in Exhibit A.

         o  Intellectual  Property  Rights.  The  term  "Intellectual   Property
            Rights" means any and all rights that may exist from time to time in
            a specified  jurisdiction under patent law, copyright law, publicity
            rights law,  moral  rights law,  trade  secret law,  trademark  law,
            unfair competition law, or other similar protections.

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         o  Trademarks.  The term  "Trademarks"  means  any and all  trademarks,
            trade names, logos,  service marks,  quality  designations and other
            proprietary words and symbols that either party uses to identify its
            products, services, or business.

         o  Maintenance  Agreement.  The term " Maintenance Agreement" means the
            agreement for maintenance of the  Deliverables  that is entered into
            by the parties as part of this Agreement.  The Maintenance Agreement
            is provided in Exhibit B.

         o  Web. The term "Web" means that part of the Internet called the World
            Wide Web,  which uses the  hypertext  markup  language  ("HTML") and
            hypertext  transport  protocol  ("HTTP")  and their  derivatives  or
            equivalents.

         o  Web Page. The term "Web Page" means an HTML-based computer file that
            is designed to be exhibited on the Web and includes text,  graphics,
            or forms.

         o  Web Site.  The term "Web Site" means a group of Web Pages,  together
            with supporting files and programming.

         o  Year 2000 Compliant.  The term "Year 2000 Compliant"  means that the
            item described will manage and manipulate  data involving  dates and
            will include the proper century designation in date-related user and
            data interface  functionality,  including  single century  formulas,
            multi-century  formulas,  and leap  years,  and will not  abnormally
            terminate  or provide  invalid or  incorrect  results as a result of
            date data  representing or referencing  different  centuries or more
            than one century.


2.       Services to be Performed by ICI. ICI will perform  services and provide
         the  Deliverables  described in the Initial Work Order, the Maintenance
         Agreement,  and any Additional Work Orders entered into by the parties.
         The Initial  Work Order will consist of Phases 1-5 with a total cost to
         GBC of $1,496,849.  ICI will use all reasonable  efforts to provide the
         Deliverables  for each  milestone  specified in the Initial Work Order,
         the  Maintenance  Agreement,  and any Additional Work Orders within the
         milestone scheduled completion period for each Phase.

         o  Right to  Subcontract.  ICI may assign or subcontract its work to be
            performed  under  this  Agreement  to one or  more  qualified  third
            parties who may be operating on a consulting or subcontracting basis
            for ICI.

         o  Modification of Services. Services may be added or changed from time
            to time upon both  parties'  execution of a revised or  supplemental
            version  of the  Initial  Work Order or the  Maintenance  Agreement,
            and/or upon both parties entering into an Additional Work Order.

3.       Delivery and  Acceptance.  Upon the completion of each  milestone,  ICI
         will  deliver  all  Deliverables  for  the  Phase  to GBC  for  written
         acceptance  in a milestone  and  delivery  acceptance  agreement at the
         Technical  Interchange  Meeting  between  the parties as defined in the
         Initial Work Order,  the  Maintenance  Agreement,  and/or an Additional
         Work  Order.  The total cost to develop  the  Deliverables  within each
         milestone shall not exceed $100,000.  At the meeting, GBC will give any
         reason for rejection of the Deliverables in reasonable detail. ICI will
         use reasonable efforts to correct any deficiencies or  non-conformities
         and promptly  resubmit the rejected items.  GBC will have the option to
         request   up  to,   two   (2)   revisions   of  any   deficiencies   or
         non-conformities  per each milestone and must respond to any resubmital
         within  five (5)  business  days.  Failure to respond  within  five (5)
         business days will mean the milestone has been accepted without defects
         by GBC.
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4.       Compensation.  GBC will pay ICI for work  performed in accordance  with
         the Initial Work Order, the Maintenance  Agreement,  and any Additional
         Work  Orders  entered  into by the  parties,  and for  additional  work
         mutually agreed upon by the parties.

         o  Initial Payment. Upon execution of this Agreement,  GBC will pay ICI
            an Initial  Payment of $100,000.00 of the Total Fee set forth in the
            Initial  Work Order.  The Initial  Payment  will be applied  against
            subsequent  services  provided by ICI in accordance with the Initial
            Work Order.  In addition to the Initial  Payment,  GBC will transfer
            ownership  and assign  200,000  shares of GBC  common  stock and all
            registration  rights  for the  common  stock at a value of $5.00 per
            share to ICI upon execution of this Agreement.

            In the event that GBC completes a initial public  offering by filing
            the  appropriate  documentation  with the US Securities and Exchange
            Commission;  ICI shall have the right to (i) sell, transfer, assign,
            or otherwise  dispose of 100,000  shares of common stock at the time
            GBC's common stock  becomes  available  for public  trading and (ii)
            sell,  transfer,  assign,  or otherwise dispose of 100,000 shares of
            common  stock  after the one year  anniversary  date of the  initial
            public  offering.  GBC warrants that ICI shall  irrevocably  have no
            restrictions  or  limitations  on  the  common  stock  except  those
            mutually  agreed to by both  parties  and  except  those that are in
            compliance with applicable federal and state securities laws. In the
            event GBC does not complete its initial public  offering,  ICI shall
            have the right to present a written  request to GBC to purchase  the
            200,000  shares of common  stock from ICI at a price to be  mutually
            agreed  to by both  parties  and shall not be less than the value of
            the  common  stock as set  forth in  Section  4.1  Initial  Payment.
            Further, GBC shall not reasonably withhold written consent to comply
            with  the  purchase  request  presented  by  ICI  and  warrants  and
            represents  that the  transaction  shall  take  place not later than
            thirty (30) days from a date mutually agreed to by both parties.

         o  Further  Initial   Payments.   Unless  otherwise   specified  in  an
            Additional  Work Order,  GBC will upon  execution of the  Additional
            Work Order pay ICI a Further  Initial Payment equal to fifty percent
            (50%) of the Total Fee set forth in the  Additional  Work Order.  In
            addition,  upon modification of an existing Work Order, GBC will pay
            ICI a Further  Initial  Payment equal to fifty (50%) of any increase
            in the Total Fee for the Work Order.

         o  Maintenance  Fee.  Beginning  one year after the  completion  of the
            Deliverables  as set  forth  in the  initial  Work  Order  following
            execution  of this  Agreement,  GBC  will in  consideration  for the
            services  performed  by  ICI  in  accordance  with  the  Maintenance
            Agreement pay ICI an Annual Maintenance Fee equal to fifteen percent
            (15%) of the Total Fee set forth in the Initial Work Order. ICI will
            invoice GBC for the Annual  Maintenance Fee annually,  beginning one
            year after the completion  date of the  Deliverables as set forth in
            the Initial Work Order and any Additional Work Orders  following the
            execution of the Agreement.

         o  Invoicing.  For each milestone,  ICI will submit invoices to GBC for
            services furnished and other expenses covered by the Agreement.  All
            invoices will  specifically  refer to the Phase to which they relate
            and  will  separately  set   forth-additional   expenses,   and  all
            applicable taxes, if any, authorized by GBC for reimbursement.

         o  Additional Work.  Unless otherwise agreed in advance,  any follow-on
            or  additional  work not described in a Work Order will be performed
            by ICI on a time and material basis at ICI's  then-current rates for
            such work.

         o  Payment.  Payment  will be made by GBC  within 15 days of receipt of
            ICI's invoice.  GBC agrees to pay a late charge of one (1.5) percent
            per month on amounts not timely paid and to be  responsible  for any
            collection fees.

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5.       Ownership Rights.

         o  Ownership of Developments. Except as set forth below in this Section
            5, ICI  will  own all  Intellectual  Property  Rights  in and to the
            Developments  produced or provided by ICI under this  Agreement.  To
            the extent GBC has any interest in  Intellectual  Property Rights to
            the  Developments,  GBC  agrees to  assign,  and upon its  creation,
            automatically  assigns  to ICI the  ownership  of such  Intellectual
            Property Rights without the necessity of any further  consideration.
            GBC will fully cooperate with ICI by executing and delivering to ICI
            all  applications,  certificates,  instruments,  and other documents
            requested  by ICI in  order  to  obtain  any  patents  or  copyright
            registrations  for the  Developments in the United States or foreign
            countries.

         o  GBC License.  The parties  contemplate that the Deliverables will be
            initially hosted on ICI's  equipment.  Effective upon the payment of
            fees and expenses  invoiced by ICI with respect to the Deliverables,
            GBC  will  have  a  nonexclusive  and  royalty  free  license  ("GBC
            License") under the Intellectual Property Rights for such use of the
            Deliverables.  Pursuant to this license,  GBC may connect to the Web
            Site through the Internet and alter  products and service  offerings
            and  assorted  information.  In no case  will GBC be  provided  with
            direct  access,  by modem or otherwise,  to ICI's  computer  system,
            other than  access  that is  generally  available  to third  parties
            through the Internet.

         o  License Option.  Effective upon the payment of the fees and expenses
            invoiced by ICI with  respect to the  Deliverables,  GBC will have a
            nonexclusive  license  ("GBC Site  License")  to install and use the
            Deliverables in machine-readable  form at a single site within GBC's
            organization.  Pursuant  to such  license,  GBC may make  additional
            copies  of the  Deliverables,  modify,  alter,  enhance,  update  or
            upgrade the  Deliverables  for internal use and installation by GBC.
            ICI  will  also  make  available  the  source  code  version  of the
            Deliverables,   as  requested  by  GBC,  for  internal  support  and
            maintenance  purposes  only. GBC agrees to treat such source code as
            Confidential  Information  of ICI.  In the event GBC  exercises  its
            option,  GBC may at its  sole  discretion  modify,  alter,  enhance,
            update or upgrade such source code,  and is cautioned that migrating
            the  Deliverables  to a GBC  platform  may  disrupt  or  impair  the
            functioning of the  Deliverables.  In the event GBC does migrate the
            Deliverables,  ICI will, unless otherwise agreed in advance, provide
            technical support assistance during such migration on a follow-on or
            additional work basis. GBC will be solely  responsible for obtaining
            any third-party  licenses required to have full functionality of the
            Deliverables at GBC's site.

         o  Suspension  of Licenses.  The GBC  License,  option for the GBC Site
            License,  and/or GBC Site License  will be  suspended  automatically
            upon  non-payment  by  GBC  of  the  any  fees  invoiced  by  ICI in
            accordance  with  this  Agreement.  Suspension  of the GBC  License,
            option for the GBC Site  License,  and/or GBC Site  License will not
            relieve GBC of its payment obligations to ICI.

         o  GBC Property.  All right, title, and interest in and to any graphics
            uniquely  associated with GBC, data relating to GBC's business,  and
            data  collected  by GBC  through the Web Site are and will remain or
            become the property of GBC.

         o  Trademarks.  Each party will  retain  full and  exclusive  right and
            control over its Trademarks.  Neither party is granted any rights to
            own or use the  Trademarks  of the other  party and  nothing in this
            Agreement will be deemed to grant either party any right,  title, or
            interest  in the  Trademarks  of the  other.  To the  extent a party
            obtains any rights in the Trademarks of the other, that party agrees
            to assign, and upon obtaining such rights, automatically assigns the
            rights  back to the  other  without  the  necessity  of any  further
            consideration.

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         o  Third Party Interest. GBC's interest in and obligations with respect
            to  any  programming,   materials,  or  data  to  be  obtained  from
            third-party vendors,  whether or not obtained with the assistance of
            ICI,  will be  determined  in  accordance  with the  agreements  and
            policies of such vendors.


6.       Confidentiality.

         o  GBC  Acknowledgment.  GBC acknowledges  that in order to perform the
            services called for in this Agreement,  it will be necessary for ICI
            to disclose to GBC certain  Confidential  Information  that has been
            developed by ICI at great expense and that has required considerable
            effort  on  the  part  of   skilled   professionals.   GBC   further
            acknowledges that the Deliverables will necessarily incorporate such
            Confidential Information.

         o  ICI Acknowledgment.  ICI acknowledges that customer data provided or
            collected by GBC represents Confidential Information of GBC.

         o  Duty  to Keep  Confidential.  Each  party  agrees  not to  disclose,
            transfer, use, copy, or allow access to any Confidential Information
            of the other party except as provided  under this  Agreement.  In no
            event will either party  disclose  Confidential  Information  of the
            other party to any competitors of the disclosing party.

         o  Limitation. Neither party will have an obligation of confidentiality
            with respect to any portion of the  Confidential  Information of the
            other  party  that:  (1) the  receiving  party  can  establish  with
            documentary evidence that it independently knew or developed without
            using  information  obtained  from  the  disclosing  party;  (2) the
            receiving  party  lawfully  obtained  from a third  party  under  no
            obligation of confidentiality; or (3) became available to the public
            other than as a result of an act or omission of the receiving  party
            or any of its employees, agents, representatives, or contractors.

7.       Web Page Content.  GBC will have sole responsibility for all content in
         its Web Pages and for all information or data disseminated thereby.

         o  Responsibility for Images. GBC accepts final responsibility,  except
            for  ICI's  development  credit,  for the  selection  and use of all
            creative,  audiovisual,  and  personal  works and images,  including
            graphics, text, formats, characters, icons, information, data, sound
            recordings,  links,  and  Trademarks  (collectively,  the "Images"),
            which are included in any Web Pages.

         o  Responsibility  for  Disclaimers.  GBC will have the sole  right and
            responsibility,  except for in  connection  with  ICI's  development
            credit,  to  determine  the scope of  copyright  notices,  Trademark
            notices,  date of release  warnings that information may not be kept
            up-to-date,   content  disclaimers  and  limitations  of  liability,
            statements of policy  regarding  permitted  uses,  instructions  for
            contacting GBC if additional use is sought, and warranty disclaimers
            for offered goods and services  (collectively,  the  "Disclaimers"),
            included at its Web Site

         o  Approval by GBC.  ICI agrees not to make GBC's Web Pages  accessible
            to the public until after they are approved by GBC.  Following  such
            approval,  ICI  agrees  not to  modify  GBC's Web Site  (except  for
            routine or technical  modifications such as spelling  corrections or
            link changes) without approval of GBC.

         o  Right of Refusal. ICI reserves the right, in its sole discretion, to
            refuse to include in any Web Page created  under this  Agreement any
            content that ICI, in its sole  discretion,  deems  inappropriate  or
            suspect under applicable laws or community standards. This includes,
            without limitation, copyright infringement,  material legally judged
            threatening  or obscene or  material  protected  by trade  secret or
            other  Intellectual   Property  Right.   However,  it  is  expressly

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            acknowledged  that  ICI is a  service  technician  only,  and not an
            editor,  manager, or publisher, of any features,  contributions,  or
            content  selected,  used,  or approved by GBC.  ICI has,  and can be
            expected to exercise, no control over such matters. ICI specifically
            denies any  responsibility  for  screening,  policing,  editing,  or
            monitoring such content.

         o  Development  Credit.  ICI may place its own  Trademarks  on the home
            page of the Web Site designed or developed  under this  Agreement so
            as to  identify  ICI's  work  on  such  Web  Page,  along  with  any
            disclaimer ICI or its legal counsel deems necessary or advisable. In
            addition, ICI may include hypertext links from the initial home page
            of the Web Site created hereunder to ICI's Web Site and home page.

8.       Web  Site  Hosting.  ICI will  provide  Web Site  hosting  services  in
         accordance  with  the  Initial  Work  Order,  the Use  and  Maintenance
         Agreement,  and any Additional Work Orders entered into by the parties.
         ICI's hosting standards will conform to applicable industry standards.

         o  Traffic  Reporting.  ICI will  configure  its web servers to capture
            standard visitor log information needed to provide reports to GBC in
            accordance with the Initial Work Order,  the Maintenance  Agreement,
            and any Additional Work Orders entered into by the parties. At GBC's
            request, ICI can help interpret the reports and make recommendations
            to GBC based on the reports.

         o  Credit Card  Clearing and  Authorization  All credit card,  bank and
            other  financial  institutions  and agencies used in connection with
            the  Web  Site  to  authorize,  clear,  or  otherwise  approve  user
            transactions will be directed by the developed software,  the credit
            card clearing and  authorizations  will be directed by ICI for three
            years from the date of this  contract.  If GBC continues to contract
            with the clearing or authorizing  company utilized by ICI's software
            solutions  under  this  contract,  the  clearing  and  authorization
            transactions will continue to be represented by ICI.

         o  Security.   ICI  will  take  all  reasonable   measures  to  prevent
            unauthorized  access  to  GBC's  Web  Site,  any  database  or other
            sensitive material generated from or used in connection with the Web
            Site.  ICI  will  notify  GBC  of any  known  security  breaches  or
            vulnerabilities.

         o  Suspension of Hosting  Services.  ICI reserves the right at any time
            without notice to GBC to suspend or terminate  hosting  services for
            the Web Site or remove one or more Web Pages if ICI becomes aware of
            or reasonably  suspects  inappropriate use, display, or transmission
            of information on or from the Web Site.

9.       Indemnification.

         o  Indemnification  of ICI.  GBC,  at its  own  expense,  will  defend,
            indemnify,   and  hold   harmless   ICI,  its  agents,   affiliates,
            successors,  and assigns with respect to any claim or action brought
            against ICI, its agents, affiliates, successors, and assigns arising
            out of or in connection with the operation,  condition,  or content,
            including without  limitation  Images and Disclaimers,  of GBC's Web
            Pages or Web  Site,  any use of  Internet  facilities  conducted  or
            permitted  by  GBC,  the  conduct  of  any  business,   advertising,

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            marketing, or sales in connection therewith, any breach of warranty,
            and any  negligent  or illegal  act or omission of GBC or any of its
            agents,  contractors,   servants,   employees,  or  other  users  or
            accesses.  ICI will  promptly  notify  GBC of any such  claim,  will
            provide reasonable  assistance in connection with the defense and/or
            settlement  thereof,  and will  permit  GBC to control  the  defense
            and/or settlement thereof.

         o  Indemnification  of GBC.  ICI  represents  that  to the  best of its
            knowledge,  all software  included in the  Deliverables,  except for
            that for which GBC is responsible,  do not infringe any Intellectual
            Property  Rights  of any  third  party,  nor has any  claim  of such
            infringement been threatened or asserted against ICI. ICI agrees, at
            its own expense, to defend,  indemnify and hold harmless GBC and its
            employees  and agents from and against any and all claims,  actions,
            damages,  and other liabilities  caused by or arising from any known
            infringements by the software in the Deliverables. GBC will promptly
            notify  ICI of any  infringement  claim  for  which  GBC is  seeking
            indemnification,  will provide  reasonable  assistance in connection
            with the defense and/or settlement  thereof,  and will permit ICI to
            control the defense and/or settlement thereof.


10.      Warranty.

10.1     GBC Warranties.

         o  Web Page Content. GBC represents and warrants that GBC is authorized
            and has the right:  (1) to provide  the  product or  services  to be
            advertised;  and  (2) to use any  copy,  illustration,  personal  or
            corporate   name,   copyrighted   material,   graphic  or  pictorial
            reproduction,  Trademarks,  endorsements,  language,  links, Images,
            Disclaimers,  and any  additional  content  or items used in the Web
            Site.

         o  Indemnification  Funding.  GBC  represents  and warrants that to the
            extent  it is not  sufficiently  capitalized  at any time to  itself
            fully and completely bear the cost of defending and indemnifying ICI
            as  required  by Section  9.1 of this  Agreement,  it will  maintain
            insurance to provide any additional  funding  necessary to fully and
            completely defend and indemnify ICI.

10.2     ICI Warranties.

         o  Performance of Services.  Services provided by ICI hereunder will be
            performed  in  a  professional  and  workmanlike   manner  and  will
            substantially  conform with the description of services set forth in
            the Initial Work Order, the Use and Maintenance  Agreement,  and any
            Additional Work Orders entered into by the parties.

         o  Year  2000   Warranty.   ICI   represents   and  warrants  that  the
            Deliverables will be Year 2000 Compliant.

         o  Exclusions.  EXCEPT AS PROVIDED IN THIS PARAGRAPH,  ALL SERVICES AND
            DELIVERABLES  ARE  PROVIDED  BY ICI  WITHOUT  WARRANTY  OF ANY KIND,
            INCLUDING,    WITHOUT    LIMITATION,    ANY   WARRANTY   OF   TITLE,
            MERCHANTABILITY,  OR FITNESS FOR A PARTICULAR  PURPOSE.  IN NO EVENT
            SHALL  ICI  BE  LIABLE  FOR  INDIRECT,   SPECIAL,   INCIDENTAL,   OR
            CONSEQUENTIAL  DAMAGES,  INCLUDING,   WITHOUT  LIMITATION,  LOSS  OF
            PROFITS OR  INTERRUPTION  OF  BUSINESS,  WHETHER  SUCH  DAMAGES  ARE
            ALLEGED IN TORT,  CONTRACT,  INDEMNITY,  OR OTHERWISE,  EVEN IF SUCH
            PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

         o  Limitation of  Liability.  In no event will ICI be liable to GBC for
            any  amount in excess  of the fees  actually  paid by GBC to ICI for
            services provided hereunder.  The foregoing  limitation includes and
            applies to,  without  limitation,  any liability  arising out of the
            performance  or failure to perform  of any  hardware,  software,  or


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            Internet connection, from any errors, omissions, interruptions in or
            failure to provide Internet service;  from interruptions in Web Page
            availability;  from the consequences of computer viruses transferred
            over the Internet or otherwise;  or from communication line failure,
            breach  of  security  due to use of the  Internet,  or any  loss  of
            information or confidentiality due thereto.

11.      Term and Termination.

         o  Term.  This  Agreement  will commence on the Effective Date and will
            continue  until  terminated  by  either  party.  ICI or GBC may each
            terminate this  Agreement,  with or without cause,  at any time upon
            thirty- (30) days' prior  notice.  If the Agreement is terminated by
            ICI  before  the  completion  of any work  offsetting  to an Initial
            Payment,  ICI will refund to GBC the amounts  corresponding  to work
            not yet performed.

         o  Licenses. The GBC License,  option for the GBC Site License,  and/or
            GBC Site License will  automatically  terminate upon  termination of
            this Agreement.

         o  Survival.  Those  rights and  obligations  which by their nature are
            intended to survive  expiration  or  termination  of this  Agreement
            shall survive the expiration of this  Agreement,  including  without
            limitation Sections 5, 6, 9, 10, 11, and 12.

12.      Miscellaneous Provisions.

         o  No Agency. The parties are independent  contractors,  and nothing in
            this Agreement will be construed to create any  employment,  agency,
            franchise,  joint  venture,  partnership,  or  other  similar  legal
            relationship  between  the  parties.  Neither  party is granted  any
            authority  under this Agreement to enter into agreements of any kind
            on behalf of the other party, or to bind or obligate the other party
            in any manner to any third party.

         o  No Conflict of Interest.  Each party represents and warrants that it
            has full power and authority to undertake its obligations under this
            Agreement, and that it has not entered into any other agreement, nor
            will it  enter  into any  other  agreement,  that  would  render  it
            incapable of satisfactorily  performing its obligations hereunder or
            that would  place it in a position  of  conflict  of  interest or be
            inconsistent with its obligations hereunder.

         o  No Assignment.  Each party  represents  that it is acting on its own
            behalf  and is not  acting as an agent for or on behalf of any third
            party,  and  further  agrees  that it may not  assign  its rights or
            obligations  under this Agreement  without prior written  consent of
            the other party.  Any attempt by one party to assign,  delegate,  or
            otherwise  transfer this Agreement in violation of this section will
            be void.

         o  Notice. Any notice,  approval,  or other  communication  required or
            permitted under this Agreement  between the parties will be given in
            writing  and will be sent by telex,  telefax,  electronic  mail,  or
            airmail,  postage prepaid,  to the address specified below or to any
            other address that may be  designated  by prior  notice.  If to ICI,
            14683 Midway Road, Suite 200, Addison, Texas 75001, Attn: Dan Allen,
            facsimile  number (972) 726-6307.  If to GBC, 176 World Trade Center
            2050  Stemmons  Freeway  Dallas,  Texas;  Attn.:  J.  Michael  Wood,
            facsimile number 214-752-6071

         o  Compliance With Law. Each party agrees that it shall comply with all
            applicable  laws  and  regulations  of  local,  state,  and  federal
            governmental  bodies  or  agencies  in its  performance  under  this
            Agreement.

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         o  Governing Law. THIS  AGREEMENT  WILL BE INTERPRETED  AND ENFORCED IN
            ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS,  WITHOUT
            REGARD TO THE CHOICE OF LAW RULES,  STATUTES, OR REGULATIONS OF THIS
            OR ANY JURISDICTION,  AS THOUGH ENTERED INTO BETWEEN TEXAS RESIDENTS
            AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF TEXAS.

         o  Jurisdiction  and  Venue.  Suit to  enforce  this  Agreement  or any
            provision  thereof  will be  brought  exclusively  in the  state  or
            federal courts located in or having jurisdiction over Dallas County,
            Texas.  Each party consents to jurisdiction  and venue in such court
            and waives any defense of forum non-conveniens,  improper venue, and
            lack of personal jurisdiction.

         o  No Waiver.  Neither  party  shall,  by mere  lapse of time,  without
            giving  notice or taking other action  hereunder,  be deemed to have
            waived any  breach by the other  party of any of the  provisions  of
            this Agreement.  Further, the waiver by either party of a particular
            breach of this  Agreement by the other shall neither be construed as
            nor  constitute  a  continuing  waiver  of such  breach  or of other
            breaches of the same or any other provision of this Agreement.

         o  Severability.  Any holding  that a provision  of this  Agreement  is
            unenforceable,  in whole or in part, will not affect the validity of
            the other provisions of this Agreement.

         o  Force  Majeure.  Neither  party  shall be in  default  if failure to
            perform any  obligation  hereunder is caused  solely by  supervening
            conditions beyond that party's reasonable control, including acts of
            God, civil  commotion,  strikes,  labor disputes,  and  governmental
            demands or requirements.

         o  Scope of the Agreement. The parties hereto acknowledge that each has
            read this  Agreement,  understands it, and agrees to be bound by its
            terms. The parties further agree that this Agreement is the complete
            and  exclusive  statement of the  agreement  between the parties and
            supersedes   all  proposals   (oral  or  written),   understandings,
            representations,  conditions,  warranties,  covenants, and all other
            communications between the parties relating to this subject matter.

         o  Amendment.  This  Agreement  may be  amended  only  by a  subsequent
            writing  that  specifically  refers  to this  Agreement  and that is
            signed by both parties, and no other act, document, usage, or custom
            shall be deemed to amend this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective duly authorized representatives as set forth below:


INTEGRATED CONCEPTS, INC.                               GIMMEABID.COM, INC.
14683 Midway Road, Suite 200                            174-G World Trade Center
Addison, Texas 75001                                    2050 Stemmons Freeway
                                                        Dallas, Texas 75342-0132


By:___(signature)_____________________                  By:

Title:____________________________                      Title:

Date:____________________________                       Date:





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