Exhibit 10.2



                               MATERIAL CONTRACTS



                                    AGREEMENT




This  Agreement is entered into by and between  GimmeaBid.com,  Inc., a Delaware
Corporation,  and  John  Crowell,  an  individual,  hereinafter  referred  to as
"Marketer".


WHEREAS,  there is  located  in the states of  Washington,  Oregon,  California,
Idaho, Nevada,  Utah, Colorado,  and Arizona dealers and transporters of new and
used motor vehicles, water craft, aircraft, agricultural equipment, recreational
vehicles, and heavy equipment;


WHEREAS,  GimmeaBid.com,  Inc.,  is in need of a person to contact  dealers  and
transporters of new and used motor vehicles, water craft, aircraft, agricultural
equipment, recreational vehicles, and heavy equipment; and


WHEREAS,  Marketer  desires to contact dealers and  transporters of new and used
motor vehicles,  water craft,  aircraft,  agricultural  equipment,  recreational
vehicles,  and heavy  equipment  located  in the states of  Washington,  Oregon,
California, Idaho, Nevada, Utah, Colorado, and Arizona;


NOW, THEREFORE, It is agreed as follows:


                                    Marketing
                                   ----------

GimmeaBid.com, Inc., hereby assigns to Marketer the West Sales Region, being the
states of Washington,  Oregon,  California,  Idaho, Nevada, Utah, Colorado,  and
Arizona.   Marketer  shall  contact,  in  person,  each  and  every  dealer  and
transporter of new and used motor vehicles, water craft, aircraft,  agricultural
equipment,  recreational vehicles, and heavy equipment located in the West Sales
Region  in order to sign  them up as users  of the  websites  GimmeaBid.com  and
DealersAutoAuction.com.   Marketer  shall  use  the  sign-up  forms  and  dealer
agreement form provided him by GimmeaBid.com, Inc. A dealer is hereby defined as
a person or business  whose regular  course of business  includes  buying and/or
selling new and/or used motor  vehicles,  water  craft,  aircraft,  agricultural
equipment,  recreational  vehicles,  or  heavy  equipment,  or  any  combination

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<PAGE>

thereof.  A transporter  is hereby defined as a person or business whose regular
course of business includes  transportation of one or more new and/or used motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
or heavy equipment, or any combination thereof.


Marketer has a continuing duty to make face-to-face  contact with each and every
dealer and  transporter in the West Sales Region for the term of this Agreement.
Marketer shall provide GimmeaBid.com,  Inc., by the 15th day of the each month a
report for the  preceding  month  stating the names,  addresses,  and  telephone
numbers of all dealers and transporters contacted,  all dealers and transporters
signed up as users,  all  dealers  and  transporters  who  refused to sign us as
users, and all new dealers and transporters who began operation.


GimmeaBid.com, Inc., its agents, employees, or officers, may, at its discretion,
contact any dealer or transporter who refuses to sign up as a user. Such contact
by GimmeaBid.com, Inc., its agents, employees, or officers, shall not constitute
a breach of this Agreement.


In the event  Marketer fails to make a concerted  effort to contact,  in person,
all dealers and  transporters  in the West Sales  Region,  GimmeaBid.com,  Inc.,
shall have the right to terminate  this  Agreement by giving  written  notice to
Marketer.



Marketer shall receive from GimmeaBid.com, Inc., the sum of $2,000.00, per month
to cover travel expenses.  Marketer shall be solely responsible for all expenses
incurred in excess of $2,000.00, per month.


Marketer agrees and understands that he is an independent  contractor and not an
agent, assign, employee, or partner of GimmeaBid.com,  Inc., and he has no power
to bind  GimmeaBid.com.  Inc.,  to any  contract  or  agreement  other  than the
contracts  and  agreements,  relating  to  signing  up  dealers  as users of the
websites   GimmeaBid.com   and   DealersAutoAuction.com,   provided  to  him  by
GimmeaBid.com, Inc.


Marketer  shall  indemnify and save harmless  GimmeaBid.com,  Inc.,  its agents,
assigns, employees,  directors, officers, and partners, from all suits, actions,
or claims of any  character,  type,  or  description  brought  or made for or on
account  of any  injuries  or damages  received  or  sustained  by any person or
business  entity,  arising out of, or occasioned  by, the acts of Marketer,  his
agents, employees,  assigns, partners,  officers, or directors, in the execution
or performance of this contract.

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<PAGE>



As consideration  for entering into this Agreement,  GimmeaBid.com,  Inc., shall
pay to Marketer the sum of $75.00, for each dealer,  signed up by Marketer,  for
the  services  offered  by  GimmeaBid.com,  who  sells  ten  (10) or more  motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
or  heavy  equipment,  or any  combination  thereof,  through  the  websites  of
GimmeaBid.com or DealersAutoAuction.com.  Said sum is payable on a monthly basis
for each such dealer who maintains the sales quota.  GimmeaBid.com,  Inc., shall
also pay to Marketer the sum of $25.00, for each dealer,  signed up by Marketer,
for the services offered by GimmeaBid.com, who purchases three (3) or more motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
or  heavy  equipment,  or any  combination  thereof,  through  the  websites  of
GimmeaBid.com or DealersAutoAuction.com.  Said sum is payable on a monthly basis
for each such dealer who  maintains  the purchase  quota.  GimmeaBid.com,  Inc.,
shall  additionally pay to Marketer the sum of $15.00 for each transport company
signed up by  Marketer.  Ninety  (90)  days  after  the  effective  date of this
Agreement,  GimmeaBid.com,  Inc.,  shall  deliver  to  Marketer,  as  additional
consideration,  10,000 shares of common stock in GimmeaBid.com,  Inc.,  provided
Marketer has made substantial  performance in signing up dealers.  The President
of  GimmeaBid.com,  Inc.,  shall be the sole  determiner  of that  factors  that
constitute substantial  performance.  As further  consideration,  Marketer shall
have a seat on the Board of Directors of GimmeaBid.com, Inc.


This  Marketing  section of the Agreement  shall remain in full force and effect
for a period of five (5) years and shall terminate  automatically  at the end of
such  period  unless  GimmeaBid.com,  Inc.,  shall  give  written  notice of its
intention to renew the Agreement  for a like period to Marketer,  such notice to
be given at least ninety (90) days prior to the expiration of such initial term.


                                     Option
                                     ------

If, after the  expiration of ninety (90) days after the  effective  date of this
Agreement, GimmeaBid.com, Inc., provides to Marketer the 10,000 shares of common
stock in  GimmeaBid.com,  Inc.,  referenced  above, then Marketer shall have the
option to purchase from  GimmeaBid.com,  Inc., 400,000 shares of common stock in
GimmeaBid.com,  Inc., at $5.00, per share. Marketer has three (3) years from the
date  GimmeaBid.com,  Inc., provides to Marketer the 10,000 shares, if provided,
to exercise the option.


As   consideration   for  this  option,   Marketer   hereby  agrees  to  pay  to
GimmeaBid.com,  Inc., the sum of $1.00, which GimmeaBid.com,  Inc., acknowledges
receipt of.





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<PAGE>

In the event Marketer exercises the option,  Marketer shall not sale,  transfer,
or convey, nor cause to be sold,  transferred,  or conveyed,  any portion of the
shares of common  stock  purchased  pursuant  to the  option  until such time as
one-hundred  (100%) percent of the shares of  GimmeaBid.com,  Inc., common stock
offered for sale in the initial  public  offering are sold. The number of shares
to be offered in the public stock  offering shall be determined on or before May
8, 2000, which is the date the private placement of GimmeaBid.com,  Inc., common
stock ends.


In the event Marketer  sales, or causes to be sold, any portion of the shares of
common  stock  purchased  pursuant to the option  prior to the time  one-hundred
(100%) percent of the public stock offering of GimmeaBid.com, Inc., common stock
is sold, then Marketer shall owe and pay to  GimmeaBid.com,  Inc., as liquidated
damages the published market price of one share of  GimmeaBid.com,  Inc., common
stock  multiplied  by the number of shares  Marketer  purchased  pursuant to the
option,  which market value shall be determined as of 3:00 p.m. Central Standard
Time on the  date of the  sale.  Marketer  hereby  agrees  to pay  said  sum and
GimmeaBid.com, Inc., agrees to accept such sum as liquidated damages, and not as
a penalty, in the event of such breach.


In the event Marketer  exercises the Option,  then  GimmeaBid.com,  Inc.,  shall
notify  Marketer  within  forty-eight  (48)  hours of the time that  one-hundred
(100%)  percent of the public  stock  offering of  GimmeaBid.com,  Inc.,  common
stock, as referenced above, is sold.


Notwithstanding any provision in this Agreement, in the event of a breach of the
Option  section of this  Agreement by Marketer,  GimmeaBid.com,  Inc.,  shall be
entitled to  injunctive  relief,  as well as to the  liquidated  damages and the
recovery of a reasonable  attorney's  fees which shall be deemed to be ten (10%)
of the published market price of one share of GimmeaBid.com,  Inc., common stock
multiplied by the number of shares  Marketer  purchased  pursuant to the option,
which market value shall be determined as of 3:00 p.m.  Central Standard Time on
the date of the breach, unless GimmeaBid.com, Inc., pleads otherwise.


                                 Non-Competition
                                 ---------------

Marketer,  his  agents,  representatives,  or  assigns  shall  not  directly  or
indirectly  engage  in,  participate  in,  and  shall  have no  interest  in any
business,  firm, person,  venture,  organization,  partnership,  or corporation,
whether as an employee,  consultant,  officer, director, agent, security holder,
creditor, consultant,  marketer, or otherwise, that engages or intends to engage
in any  activity  that is the same or similar  to, or  competitive,  directly or
indirectly, with any activity now engaged in by GimmeaBid.com, Inc., within five
(5) years from the effective date of this Agreement.



                                       57
<PAGE>


Marketer shall not place himself or one or more of his representatives,  agents,
employees,  officers,  directors, or partners on the board of directors or other
governing  body of a business,  firm,  venture,  organization,  partnership,  or
corporation  that engages or intends to engage in any activity  that is the same
or similar to, or  competitive,  directly or  indirectly,  with any activity now
engaged in by GimmeaBid.com,  Inc. Marketer shall not position himself or one or
more of his representatives, agents, employees, officers, directors, or partners
as a partner,  or other business associate,  with any person or business,  firm,
venture,  organization,  partnership,  or corporation that engages or intends to
engage in any activity that is the same or similar to, or competitive,  directly
or indirectly, with any activity now engaged in by GimmeaBid.com, Inc.


Indirect  competition  shall be  deemed  to  include  Marketer's  position  as a
partner,  officer,  consultant,  agent,  assign,  employee,  or  subsidiary of a
competing  business,  or  Marketer's  position  as a  holding  company  for  any
corporation,  partnership,  venture,  or other business  organization.  Indirect
competition  shall  also be deemed to  include  providing  one or more  servers,
building a website,  and/or  hosting a website for any business,  firm,  person,
venture,  organization,  partnership,  or corporation that engages or intends to
engage in any activity that is the same or similar to, or  competitive  with any
activity  now  engaged in by  GimmeaBid.com,  Inc.  Indirect  competition  shall
additionally be deemed to include the raising of venture  capital,  locating and
providing  names  of  potential  investors,  and the  promotion  of stock in any
business, firm, venture, organization,  partnership, or corporation that engages
or  intends  to  engage  in any  activity  that is the same or  similar  to,  or
competitive  with any activity now engaged in by  GimmeaBid.com,  Inc.  Indirect
competition  shall further be deemed to include the raising of venture  capital,
locating and providing names of potential investors,  and the promotion of stock
for any person  that  engages or intends to engage in any  activity  that is the
same or  similar  to,  or  competitive  with  any  activity  now  engaged  in by
GimmeaBid.com, Inc.


This Agreement shall not be construed to limit or restrict  Marketer from owning
shares of a business, firm, venture,  organization,  partnership, or corporation
that engages in any activity that is the same or similar to, or competitive with
any activity now engaged in by  GimmeaBid.com,  Inc.,  so long as Marketer,  his
agents,  representatives,  or assigns, takes no part, directly or indirectly, in
the operations of the business,  firm, venture,  organization,  partnership,  or
corporation  other  than  through a vote  called for by the  partners,  board of
directors, or other governing body of the business, firm, venture, organization,
partnership, or corporation.


On the effective date of this Agreement,  GimmeaBid.com, Inc., is engaged in the
following activities:


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on-line trading services via an Internet website to facilitate the sale of goods
and  services  in which a seller  posts one or more  items to be  auctioned  and
bidding is done electronically, and providing evaluative feedback and ratings of
sellers' goods and services, the value and prices of sellers' good and services,
buyers' and sellers'  performance,  delivery,  and overall trading experience in
connection  therewith;  providing sellers who post items to be auctioned and bid
upon to determine the terms and conditions of the auction;  providing an on-line
searchable database for the sale of goods and services of others via an Internet
website;   providing  an  on-line   searchable   ordering  guide  for  locating,
organizing, and presenting goods and services of others via an Internet website;
providing an on-line  searchable catalog featuring goods and services of others;
providing  on-line  trading  services via an Internet  website to facilitate the
retail sale of goods and services;  providing  on-line  trading and  information
services via an Internet website whereby a retailer may obtain information about
goods and  services and order,  purchase and obtain goods and services  directly
from  manufacturers  and service  providers;  retail  sales  services for others
provided  by means of an Internet  website;  providing  computerized  searching,
ordering, and on-line retail and wholesale  distributorship  services for others
via an Internet  website;  providing  on-line  trading  services via an Internet
website  for  dealers of new and used motor  vehicles,  water  craft,  aircraft,
agricultural equipment, recreational vehicles, and heavy equipment to facilitate
the sale of new and used motor  vehicles,  water craft,  aircraft,  agricultural
equipment,  recreational  vehicles,  and heavy  equipment by means of an auction
where bidding is done  electronically;  providing  dealers of new and used motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
and heavy  equipment  on-line access to multiple  sources of financing for their
retail  customers;  providing  the  ability  for  dealers  in new and used motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
and heavy equipment to search on-line for motor vehicles nationally,  by region,
by state,  and by city;  providing the ability for dealers in new and used motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
and heavy equipment to search on-line for motor vehicles by make,  model,  year,
condition,  dollar amount,  auction time  remaining,  auction type, and mileage;
providing dealers of used motor vehicles,  water craft,  aircraft,  agricultural
equipment,  recreational  vehicles, and heavy equipment an on-line rating system
for  the  motor  vehicles,   water  craft,  aircraft,   agricultural  equipment,
recreational  vehicles,  and heavy  equipment  listed on the website;  providing
dealers of new and used motor  vehicles,  water  craft,  aircraft,  agricultural
equipment, recreational vehicles, and heavy equipment on-line access to extended
warranties for their retail  customers;  providing dealers of new and used motor
vehicles, water craft, aircraft, agricultural equipment,  recreational vehicles,
and heavy  equipment  the ability to place the  shipping of the motor  vehicles,
water crafts,  aircrafts,  agricultural  equipment,  recreational  vehicles, and
heavy  equipment they purchase up for  competitive  bidding;  providing  on-line
tracking and  reporting on each buyer and seller;  providing an on-line  monitor
which will inform a registered  buyer each time an item is listed which  matches
the  buyer's  pre-defined  criteria;  providing  buyers the ability to contact a
seller by electronic mail before purchasing an item


Notwithstanding  any provision in this Agreement,  in the event of the breach of
the Non- Competition section of this Agreement by Marketer, GimmeaBid.com, Inc.,
shall be entitled to injunctive  relief, as well as to damages sustained and the
recovery of a reasonable  attorney's  fees which shall be deemed to be ten (10%)

                                       59
<PAGE>

of the published market price of one share of GimmeaBid.com,  Inc., common stock
multiplied  by the number of shares  held by Marketer on the date of the breach,
which  market value and number of shares  owned shall be  determined  as of 3:00
p.m.  Central  Standard  Time on the date of the breach,  unless  GimmeaBid.com,
Inc., pleads otherwise.


                               General Provisions
                               ------------------

The Marketing and Option sections of this Agreement are binding and inure to the
benefit  of any  successor  of  GimmeaBid.com,  Inc.  The  Marketing  and Option
sections of this Agreement  terminate upon the death or incapacity  resulting in
the necessity of life support of Marketer  and,  upon such death or  incapacity,
GimmeaBid.com,  Inc.,  is relieved  from any and all duties  imposed  upon it in
those sections.


The  Non-Competition  section of this  Agreement  is  binding  and inures to the
benefit of any successor of GimmeaBid.com,  Inc., or Marketer, respectively, and
any such  successor  shall be deemed  substituted  for  GimmeaBid.com,  Inc., or
Marketer,  respectively,  under the terms of this Agreement. As used herein, the
term successor shall include any person,  representative,  agent,  assign, heir,
firm,  corporation,   venture,  partnership,   organization,   holding  company,
subsidiary, or other business entity which, at any time, by merger, purchase, or
otherwise,  either directly or indirectly,  acquires all or substantially all of
the assets or business of GimmeaBid.com, Inc., or Marketer.


Marketer or one or more of his employees, officers, directors, or partners shall
not have a seat on the board of directors  of  GimmeaBid.com,  Inc.,  and on the
board of  directors  or  other  governing  body of a  business,  firm,  venture,
organization,  partnership,  or corporation that engages or intends to engage in
any  activity  that is the same or  similar  to,  or  competitive,  directly  or
indirectly, with any activity now engaged in by GimmeaBid.com, Inc.


Marketer  shall  not  position  himself  or one or more of his  representatives,
agents,  employees,  officers,  directors,  or partners  as a partner,  or other
business associate,  with any person or business,  firm, venture,  organization,
partnership,  or  corporation  that engages or intends to engage in any activity
that is the same or similar to, or competitive, directly or indirectly, with any
activity now engaged in by GimmeaBid.com, Inc., while having a seat on the Board
of Directors of GimmeaBid.com, Inc.


Indirect competition and activities now engaged by GimmeaBid.com,  Inc., as used
in the  General  Provisions  section,  have the same  meaning  as defined in the
Non-Competition section.



                                       60
<PAGE>


In the event of default or breach of any section of this  Agreement by Marketer,
Marketer, if presently having a seat on the Board of Directors of GimmeaBid.com,
Inc.,  shall  immediately   resign  his  seat  on  the  Board  of  Directors  of
GimmeaBid.com,  Inc.  Marketer's  resignation  shall be  effective  upon  either
written  notice  provided by Marketer or upon written  notice,  to Marketer,  of
Marketer's default or breach.


No sale,  assignment,  transfer  or  pledge  of the  rights  and  duties  in the
Marketing or Option  sections of this  Agreement  shall be made,  in whole or in
part, by Marketer without the prior written consent of GimmeaBid.com,  Inc. This
Agreement shall terminate  automatically upon any sale, assignment,  transfer or
pledge  without the prior  written  approval of  GimmeaBid.com,  Inc.  Any sale,
assignment,   transfer  or  pledge   without  the  prior   written   consent  of
GimmeaBid.com, Inc., shall constitute a breach


The rights and remedies granted to GimmeaBid.com, Inc., in this Agreement in the
event of breach or default are cumulative, and the exercise of such rights shall
be without  prejudice to the enforcement of any other right or remedy authorized
by law or this  Agreement.  No waiver of any violation of the terms  provisions,
and  covenants in this  Agreement  shall be deemed to constitute a waiver of any
other  violation,  default,  or breach of any terms,  provisions,  and covenants
contained  in this  agreement  and  forbearance  to  enforce  one or more of the
remedies  provided  upon an event of  default  or breach  shall not be deemed or
construed to constitute a waiver of such default or breach.


If any action, at law or in equity,  including an action for declaratory relief,
is brought to  enforce  or  interpret  the  provisions  of this  Agreement,  the
prevailing  party shall be entitled to recover  reasonable  attorney's fees from
the  other  party,  which  fees  shall be set by the  court in the trial of such
action and which  fees shall be in  addition  to any other  relief  which may be
awarded.


All  notices  required  by this  Agreement  or by the laws of the State of Texas
shall be in writing and delivered by certified mail,  return receipt  requested.
Notice to  GimmeaBid.com,  Inc.,  shall be  sufficient  if made or  addressed to
GimmeaBid.com,  Inc., 174-G World Trade Center, 2050 Stemmons Freeway,  P.O. Box
420132,  Dallas,  Texas 75342,  and to John  Crowell,  Marketer,  at 76 Chandon,
Newport,  California 92657-1111. Each party may change the address for notice by
giving  notice  of  such  change  in  accordance  with  the  provisions  of this
paragraph.


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<PAGE>


In the  event  this  Agreement  is  deemed  to  exceed  the  time or  geographic
limitations permitted by applicable laws, then such provisions shall be reformed
to the maximum time or geographic limitations permitted by the applicable laws.


This  Agreement  constitutes  the sole and only  agreement of the parties hereto
relating to the contact and signing up of dealers and transporters of new and/or
used motor vehicles, water craft, aircraft, agricultural equipment, recreational
vehicles,  and/or heavy  equipment as users of the  websites  GimmeaBid.com  and
DealersAutoAuction.com   and  correctly  sets  forth  the  rights,  duties,  and
obligations of each to the other as of the effective date of this Agreement. Any
prior agreements, promises,  negotiations, or representations,  written or oral,
not  expressly  set  forth in this  Agreement  are of no force or  effect.  This
Agreement may not be modified unless both parties agree and the  modification is
placed in writing and signed and notarized by both parties.


This Agreement is entire as to all of the  performances to be rendered under it.
Breach of any obligation to be performed by Marketer  shall  constitute a breach
of the  entire  Agreement  and  shall  give  GimmeaBid.com,  Inc.,  the right to
terminate the Marketing section of this Agreement.


If any term,  provision,  covenant,  or condition of this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, it is the
express intent of the parties that the remainder of the provisions  shall remain
in  full  force  and  effect  and  shall  in no way be  affected,  impaired,  or
invalidated.


The parties  agree that this  Agreement  is  governed  solely by the laws of the
State of Texas and that all causes of action based upon the  provisions  in this
Agreement  shall be brought  solely in the 259th District Court in Jones County,
Texas.  The parties agree that the 259th District Court in Jones County,  Texas,
holds exclusive jurisdiction over any dispute arising out of this Agreement. The
parties consent to personal jurisdiction in said court.


By their  signatures  below,  the  parties  acknowledge  that they have read the
Agreement and that they understand the terms and conditions as stated therein.


This Agreement is effective the __________ day of _______________,  2000, and is
signed in Addison, Dallas County, Texas.


                                       62
<PAGE>


GimmeaBid.com, Inc.








BY:______(signature)_____________________
J. Michael Wood, President












BY:______(signature)______________________
John Crowell










STATE OF TEXAS
                                                    ss.
                                                    ss.
COUNTY OF DALLAS
                                                    ss.


This  instrument  was  acknowledged  before me on , 2000, by J. Michael Wood, as
authorized representative of GimmeaBid.com, Inc.



                                       63
<PAGE>






Notary Public, State of Texas














STATE OF TEXAS
                                                    ss.
                                                    ss.
COUNTY OF DALLAS
                                                    ss.




This instrument was acknowledged before me on , 2000, by John Crowell.








Notary Public, State of Texas






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