Exhibit
      10.1

    EMPLOYMENT
      AGREEMENT

     

    


    THIS
      EMPLOYMENT AGREEMENT (“Agreement”)
      dated
      and effective as of September 21, 2007 (the “Effective
      Date”),
      between uBid.com Holdings, Inc., a Delaware corporation, with its principal
      place of business located at 8725 W. Higgins Road, Suite 900, Chicago, Illinois
      60631, its affiliates, subsidiaries, successors and assigns (the “Company”),
      and
      Jeffrey D. Hoffman, an individual residing in Chicago, Illinois (the
“Executive”).

    


    1.  Employment
      Period.
      As of
      the Effective Date, the Company shall employ the Executive, and the Executive
      agrees to be employed by Company in the position of Chief Executive Officer
      in
      accordance with the terms and subject to the conditions of this Agreement,
      commencing on the Effective Date and terminating on the day which is the second
      anniversary of the Effective Date, unless earlier terminated in accordance
      with
      the provisions of Section 11, in which case the provisions of Section 11 shall
      control (the “Term”).
      If
      this Agreement remains in effect upon expiration of the Term and/or thereafter,
      it shall automatically renew itself and continue in full force and effect from
      year to year, subject to termination in accordance with the provisions of
      Section 11, unless written notice of election not to renew, or written notice
      of
      election to modify any provision of this Agreement, is given by one party,
      and
      received by the other not later than 60 calendar days prior to the expiration
      of
      this Agreement or any extension hereto.

     

    The
      Executive affirms that, except as otherwise set forth herein, no obligation
      exists between the Executive and any other entity which would prevent or impede
      the Executive’s immediate and full performance of every obligation of this
      Agreement.

     

    2.  Position
      and Duties.
      During
      the Term of the Executive’s employment hereunder, the Executive shall serve in,
      and assume duties and responsibilities consistent with, the position of Chief
      Executive Officer. The Executive agrees to devote his working
      time, as
      set
      forth in Section 4 hereof, utilizing his skill, energy and best business efforts
      on behalf of the Company. Notwithstanding anything to the contrary contained
      herein, upon written notice to the Board of Directors the Executive may hold
      officer and non-executive director positions (or the equivalent position) in
      or
      at other entities not inconsistent with the best interests of the Company so
      long as the Board of Directors has not provided Executive written notice that
      it
      has determined that such activities will interfere with his ability to perform
      his duties and responsibilities hereunder. 

     

    3.  No
      Conflicts.
      The
      Executive covenants and agrees that for so long as he is employed by the
      Company, he shall inform the Company of each and every business opportunity
      related to the business of the Company of which he becomes aware, and that
      he
      will not, directly or indirectly, exploit any such opportunity for his own
      account, nor will he render any services to any other person or business,
      acquire any interest of any type in any other business (except for an ownership
      interest of not more than 1% of a publicly traded entity) or engage in any
      activities that conflict with the Company’s best interests or which is in
      competition with the Company. 

     

    4.  Days/Hours
      of Work and Work Week.
      The
      Executive shall normally work 5 days per week (typically Monday - Friday) and
      his hours of work shall be appropriate to the nature of the Executive’s duties
      and responsibilities with the Company, it being recognized that such duties
      and
      responsibilities require flexibility in the Executive’s work schedule.


     

    5.  Employment
      Location.
      The
      locus of the Executive’s employment with the Company shall be the Company’s
      principal executive office which is currently located at 8725 W. Higgins Road,
      Suite 900, Chicago, Illinois 60631. Within 12 months of the Effective Date,
      the
      Executive shall relocate his residence to a residence located within 50 miles
      of
      the Company’s corporate headquarters in Chicago, Illinois.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Compensation.

     

    (a)  Base
      Salary.
      During
      the first 12 months of the Term, the Company shall pay, and the Executive agrees
      to accept, in consideration for the Executive’s services hereunder, an annual
      salary of $350,000, less all applicable taxes and other appropriate deductions.
      Thereafter, the
      Company’s Board of Directors (the “Board”)
      shall
      annually review the Executive’s base salary to determine whether such salary
      should be increased and the amount of any such increase shall be within the
      Board’s sole discretion. 

     

    (b)  Annual
      Performance Bonus.
      During
      the Term of this Agreement, the Executive
      shall be entitled to an annual performance bonus with a targeted amount equal
      to
      75% of the Executive’s annual base salary and a maximum payout in an amount not
      to exceed 100% of the Executive’s annual base salary
      (or
pro-rata
      portion
      thereof in the case of a period of less than 12 months)
      based on
      an evaluation conducted by the Board of the
      Executive’s performance and the operating performance of the Company during the
      fiscal year to which the performance bonus pertains based on established targets
      which shall be established by the Board with 45-days of the Effective Date.
      Each
      annual performance bonus shall be paid by the Company to the Executive promptly
      after
      the
      first meeting of the Board following the previous calendar year,
      but
      in no case later than March 30th of each year. The Company will deliver a more
      detailed formal written plan document within 45-days of the Effective Date
      setting forth the final terms and conditions of the Annual Performance Bonus
      for
      the first year of this Agreement.

     

    7.  Business
      Expenses.
      During
      the Term of this Agreement, the Executive shall be entitled to payment or
      reimbursement of any and all reasonable expenses paid or incurred by him in
      connection with and related to the performance of his duties and
      responsibilities hereunder for the Company including relocation expenses (per
      the Company’s Relocation Policy) incurred in connection with the relocation of
      the Executive’s residence as provided in Section 5. All requests by the
      Executive for payment of
      reimbursement of such expenses shall be supported by appropriate invoices,
      vouchers, receipts or such other supporting documentation in such form and
      containing such information as the Company may from time to time reasonably
      require, evidencing that the Executive, in fact, incurred or paid said
      expenses.

     

    8.  Vacation.
      During
      the Term of this Agreement, the Executive shall be entitled to accrue 20
      vacation days per year. 

     

    9.  Equity
      Compensation.

     

    (a)  Stock
      Options.
      Pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”) and subject to
      approval of the Board of Directors, the Company shall issue to the Executive
      stock options to acquire 600,000 shares of the Company’s common stock (the
“Common Stock”) under the Plan at an exercise price equal to the fair market
      value of the Common Stock as of the date of grant. The stock options granted
      pursuant to this Section and each subsequent grant of options to the Executive
      during the Term shall be evidenced by a written stock option
      agreement.

     

    (b)  Vesting
      and Exercise.
      The
      stock options to be granted pursuant to this Section shall vest and become
      exercisable as follows: 1/3 upon the first anniversary of the grant date, 1/3
      upon the second anniversary of the grant date and 1/3 on the third anniversary
      of the grant date. Upon a Change of Control (as defined below), all options
      granted pursuant to this Section shall immediately become fully vested.
      Subsequent stock options granted to the Executive shall vest pursuant to the
      terms and conditions of the Plan. 

     

    10.  Other
      Benefits.
      During
      the Term of this Agreement, subject to the terms and conditions of such plans
      and programs as they exist from time to time, Executive shall be entitled to
      participate in the various employee benefit plans and programs applicable to
      executive employees of the Company including, but not limited to, incentive,
      savings, retirement (401(k)), and welfare benefit plans, including, without
      limitation, health, medical,
      dental,
      vision,
      life (including accidental death and dismemberment)
      and
      disability insurance plans (collectively, “Benefit
      Plans”),
      in
      substantially the same manner and at
      substantially the same levels as the Company makes
      such
      opportunities available to the Company’s
      executive employees. Executive shall also participate in the Company’s
      performance share award plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  Termination
      of Employment.

     

    (a)  Death.
      In the
      event that, during the Term of this Agreement, the Executive dies, this
      Agreement and the Executive’s employment with the Company shall automatically
      terminate and the Company shall have no further obligations to the Executive
      or
      his heirs, administrators or executors with respect to compensation and
      benefits, except for the obligation to pay the Executive’s heirs, administrators
      or executors any earned but unpaid base salary and unpaid pro
      rata
      annual
      bonus. The Company shall deduct, from all payments made hereunder, all
      applicable taxes, including income tax, FICA and FUTA, and other appropriate
      deductions.

     

    (b)  Disability. In
      the
      event that, during the Term of this Agreement, the Executive shall be prevented
      from performing his essential duties and responsibilities hereunder to the
      full
      extent required by the Company by reason of Disability, as defined below,
this
      Agreement and the Executive’s employment with the Company shall automatically
      terminate and the Company shall have no further obligations to the Executive
      or
      his heirs, administrators or executors with respect to compensation and
      benefits, except for the obligation to pay the Executor’s heirs, administrators
      or executors any earned but unpaid base salary and unpaid pro
      rata
      annual
      bonus. The Company shall deduct, from all payments made hereunder, all
      applicable taxes, including income tax, FICA and FUTA, and other appropriate
      deductions through
      the last date of the Executive’s employment with the Company. For purposes of
      this Agreement, “Disability”
shall
      mean a physical or mental impairment that, in the Board’s discretion, based upon
      the medical opinions of two qualified physicians specializing in the area or
      areas of the Executive’s affliction, one of whom shall be chosen by the Board
      and one of whom shall be chosen by the Executive, prevents the performance
      by
      the Executive, with or without reasonable accommodation, of his essential duties
      and responsibilities hereunder for a period of not less than six months in
      any
      12 month period.
      If such
      medical opinions by the two qualified physicians contradict one another, the
      medical opinion of an additional qualified physician shall be obtained. The
      physician which is selected to provide this additional medical opinion shall
      be
      one that the Board and the Executive shall mutually agree upon in good faith.
      This third opinion shall be binding on the parties, regardless of what the
      prior
      medical opinions were.

     

    (c)  Cause.

     

    (i)  At
      any
      time during the Term of this Agreement, the Company may terminate this Agreement
      and the Executive’s employment hereunder for Cause. For purposes of this
      Agreement, “Cause”
shall
      mean:
      (A)
the
      continued failure of the Executive to substantially perform his material duties
      to and responsibilities for the Company (other than any such failure resulting
      from a Disability); (B) the
      conviction of, or plea of guilty or nolo
      contendere
      to a
      felony; or (C) fraud,
      dishonesty, competition with the Company, unauthorized use of any of the
      Company’s or any subsidiary’s trade secrets or confidential
      information, a
      material breach of the Company’s policies or codes of conduct, a willful or
      material breach of any agreement between the Executive and the Company,
      including this Agreement, or gross misconduct which is materially and
      demonstratively injurious to the Company. 

     

    (ii)  Termination
      of the Executive’s employment for Cause shall be made by delivery to the
      Executive of written notice from the Board specifying the basis of the
      Executive’s termination is for Cause, describing the conduct or circumstances
      justifying termination for Cause, and indicating that the Board has found that
      such conduct or circumstances has occurred and warrants the Executive’s
      termination of employment for Cause. Upon receipt of such demand or notice,
      the
      Executive, shall be entitled to appear before the Board within ten business
      days
      for the purpose of demonstrating that the conduct indicated does not exist
      or
      that breach of 11(c)(i)(A) has been cured. After such appearance, the Board
      shall make a final determination on the existence of a basis warranting
      Executive’s termination for Cause. No termination for Cause will be final until
      the Board has reached such a determination. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  Upon
      termination of Executive’s employment for Cause, the Company shall have no
      further obligations or liability to the Executive or his heirs, administrators
      or executors with respect to compensation and benefits thereafter, except for
      the obligation to pay the Executive any earned but unpaid base salary through
      the Executive’s last day of employment with the Company. The Company shall
      deduct, from all payments made hereunder, all applicable taxes, including income
      tax, FICA and FUTA, and other appropriate deductions.

     

    (d)  Good
      Reason.

     

    (i)  At
      any
      time during the Term of this Agreement, subject to the conditions set forth
      in
      Section 11(d)(iii) below, the Executive may terminate this Agreement and the
      Executive’s employment with the Company for Good Reason. For purposes of this
      Agreement, Good
      Reason
      shall
      mean the occurrence, without the Executive’s consent, of any of the following
      events: (A) the
      assignment of duties and responsibilities that are inconsistent with and reflect
      a substantial diminution in the duties and responsibilities assumed by the
      Executive on the Effective Date; (B) a
      Change
      of Control (as defined in Section 11(d)(ii) herein below) that results, within
      12 months following the Change of Control, in the termination of the Executive’s
      employment with the Company or a material adverse change in the Executive’s
      duties and responsibilities or, as applicable, in connection with which the
      successor does not agree to assume, or is not deemed to assume by operation
      of
      law, the Company’s obligations under this Agreement; (C) a material breach of
      this Agreement by the Company; (D) a relocation of the Company’s principal
      executive offices to a location that is greater than 50 miles from its current
      location; or (E) a reduction in the Executive’s base salary or a material
      reduction in other benefits, as described in Section 10(a), other than
      reductions generally applicable to executives of the Company. 

     

    (ii)  For
      purposes of this Agreement, “Change
      of Control”
means:
      (A) any sale, lease, exchange or other transfer (in one transaction or a series
      of related transactions) of all, or substantially all, of the assets of the
      Company other than any sale, lease, exchange or other transfer to any company
      where the Company owns, directly or indirectly, 100 percent of the outstanding
      voting securities of such company after any such transfer; (B) any person or
      persons (as such term is used in Section 13(d) of the Exchange Act of 1934,
      as
      amended), other than the holders of voting securities of the Company as of
      the
      Effective Date, shall acquire or become the beneficial owner (within the meaning
      of Rule 13d-3 under the Exchange Act) whether directly, indirectly, beneficially
      or of record, of 51% or more of outstanding voting securities of the Company;
      or
      (C) consummation by any entity, person, or group (including any affiliate
      thereof, other than the Company) of a tender offer or exchange offer where
      the
      offeree acquires more than 51% of the then outstanding voting securities of
      the
      Company.

     

    (iii)  The
      Executive shall be entitled to terminate this Agreement for Good Reason if
      Executive has delivered to the Company written notice of his intention to
      terminate this Agreement for Good Reason promptly, and in no event longer than
      5
      business days, after either the date on which the Executive (A) receives written
      notice from the Company of the occurrence of an event within the meaning of
      Good
      Reason under Section 11(d)(i) or (B) obtains actual knowledge of the occurrence
      of an event within the meaning of Good Reason under Section 11(d)(i) and which
      provides, in reasonable detail, the circumstances of the occurrence of the
      event; provided, however, that the Executive shall not be entitled to terminate
      this Agreement for Good Cause if the Company eliminates such event or
      circumstances within 10 business days of the Company’s receipt of the written
      notice described in this Section. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)  In
      the
      event that Executive terminates this Agreement for Good Reason, the Company
      shall pay or provide to the Executive (or, following his death, to the
      Executive’s heirs, administrators or executors) any earned but unpaid base
      salary and unpaid pro
      rata
      annual
      bonus. In addition, the Company shall pay Executive in 24 equal semi-monthly
      installments as severance an amount equal to the Executive’s annual base salary
      on the date of the termination of this Agreement in
      accordance with the Company’s standard payroll schedule less all applicable
      taxes and other appropriate deductions and adjustments pursuant to the Company’s
      employee compensation policies in effect on such date, and
      Executive shall receive for a period of 12 months following the date of
      termination, COBRA coverage, at the Company’s expense, under the Benefits Plans;
      provided, however, that continued coverage shall be canceled or reduced to
      the
      extent of any comparable benefit coverage offered to the Executive by a
      subsequent employer or other person or entity for which the Executive performs
      services, including but not limited to consulting services. Executive’s receipt
      of such severance pay and benefits shall be conditioned on Executive’s
      compliance with Sections, 12, 13 and 14 of this Agreement and his execution,
      return, non-rescission and compliance with a release of claims agreement in
      a
      form to be prepared by the Company. The
      Company shall deduct, from all payments made hereunder, all applicable taxes,
      including income tax, FICA and FUTA, and other appropriate deductions.


     

    (e)  Without
      Good Reason or Cause.

     

    (i)  By
      The Executive.
      At any
      time during the Term of this Agreement, the Executive shall be entitled to
      terminate this Agreement and his employment without Good Reason by providing
      30
      calendar days prior written notice of such termination to the Company. Upon
      termination by the Executive of this Agreement pursuant to this Section, the
      Company shall have no further obligations to the Executive or his heirs,
      administrators or executors with respect to compensation and benefits
      thereafter, except for the obligation to pay the Executive (or, following his
      death, to the Executive’s heirs, administrators or executors) any earned but
      unpaid base salary and pro
      rata
      annual
      bonus. The Company shall deduct, from all payments made hereunder, all
      applicable taxes, including income tax, FICA and FUTA, and other appropriate
      deductions.

     

    (ii)  By
      The Company.
      At any
      time during the Term of this Agreement, the Company shall be entitled to
      terminate this Agreement and Executive’s employment without Cause by providing
      30 calendar days prior written notice of such termination to the Executive.
      Upon
      termination by the Company of this Agreement without Cause, the Company shall
      pay or provide to the Executive (or, following his death, to the Executive’s
      heirs, administrators or executors): any earned but unpaid base salary and
      unpaid pro
      rata
      annual
      bonus. In addition, the Company shall pay Executive in 24 equal semi-monthly
      installments as severance an amount equal to the Executive’s annual base salary
      on the date of the termination of this Agreement in
      accordance with the Company’s standard payroll schedule less all applicable
      taxes and other appropriate deductions and adjustments pursuant to the Company’s
      employee compensation policies in effect on such date, and
      Executive shall receive for a period of 12 months following the date of
      termination, COBRA coverage, at the Company’s expense, under the Benefits Plans;
      provided, however, that continued coverage shall be canceled or reduced to
      the
      extent of any comparable benefit coverage offered to the Executive by a
      subsequent employer or other person or entity for which the Executive performs
      services, including but not limited to consulting services. Executive’s receipt
      of such severance pay and benefits shall be conditioned on Executive’s
      compliance with Sections, 12, 13 and 14 of this Agreement and his execution,
      return, non-rescission and compliance with a release of claims agreement in
      a
      form to be prepared by the Company. The
      Company shall deduct, from all payments made hereunder, all applicable taxes,
      including income tax, FICA and FUTA, and other appropriate deductions.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.  Confidential
      Information.
      

     

    (a)  The
      Executive expressly acknowledges that, in the performance of his duties and
      responsibilities with the Company, he has been exposed, and will be exposed,
      to
      the trade secrets, business and/or financial secrets and confidential and
      proprietary information of the Company, its affiliates and/or its clients or
      customers (“Confidential
      Information”).
      The
      term “Confidential
      Information”
      includes, without limitation, information or material that has actual or
      potential commercial value to the Company, its affiliates and/or its clients
      or
      customers and is not generally known to and is not readily ascertainable by
      proper means to persons outside the Company, its affiliates and/or its clients
      or customers.

     

    (b)  Except
      as
      authorized in writing by the Board, during the performance of the Executive’s
      duties and responsibilities for the Company and until such time as any such
      Confidential Information becomes generally known to and readily ascertainable
      by
      proper means to persons outside the Company, its affiliates and/or its clients
      or customers,
      the
      Executive agrees to keep strictly confidential and not use for his personal
      benefit or the benefit to any other person or entity the Confidential
      Information, whether or not prepared or developed by the Executive. Confidential
      Information includes, without limitation, the following, whether or not
      expressed in a document or medium, regardless of the form in which it is
      communicated, and whether or not marked “trade secret” or “confidential” or any
      similar legend: (i) lists of and/or information concerning customers, suppliers,
      employees, consultants, and/or co-venturers of the Company, its affiliates
      or
      its clients or customers; (ii) information submitted by customers, suppliers,
      employees, consultants and/or co-venturers of the Company, its affiliates and/or
      its clients or customers; (iii) information concerning the business of the
      Company, its affiliates and/or its clients or customers, including, without
      limitation, cost information, profits, sales information, prices, accounting,
      unpublished financial information, business plans or proposals, markets and
      marketing methods, advertising and marketing strategies, administrative
      procedures and manuals, the terms and conditions of the Company’s contracts and
      trademarks and patents under consideration, distribution channels, franchises,
      investors, sponsors and advertisers; (iv) technical information concerning
      products and services of the Company, its affiliates and/or its clients or
      customers, including, without limitation, product data and specifications,
      diagrams, flow charts, know how, processes, designs, formulae, inventions and
      product development; (v) lists of and/or information concerning applicants,
      candidates or other prospects for employment, independent contractor or
      consultant positions at or with any actual or prospective customer or client
      of
      Company and/or its affiliates, any and all confidential processes, inventions
      or
      methods of conducting business of the Company, its affiliates and/or its clients
      or customers; (vi) any and all versions of proprietary computer software
      (including source and object code), hardware, firmware, code, discs, tapes,
      data
      listings and documentation of the Company, its affiliates and/or its clients
      or
      customers; (vii) any other information disclosed to the Executive by, or which
      the Executive obtained under a duty of confidence from, the Company, its
      affiliates and/or its clients or customers; (viii) all other information
      concerning the Company not generally known to the public which, if misused
      or
      disclosed, could reasonably be expected to adversely affect the business of
      the
      Company, its affiliates and/or its clients or customers. Confidential
      Information shall not include (i) information which is in the public domain
      or
      which enters the public domain without the fault of Executive, (ii) information
      which was in the possession of Executive in written or other documentary form
      prior to the time of disclosure by the Company to Executive, and (iii)
      information which is required by Executive to be disclosed in legal proceedings,
      including pursuant to subpoena or court order.

     

    (c)  The
      Executive affirms that he does not possess and will not rely upon the protected
      trade secrets or confidential or proprietary information of his prior
      employer(s) in providing services to the Company.

     

    (d)  In
      the
      event that the Executive’s employment with the Company terminates for any
      reason, the Executive shall deliver forthwith to the Company any and all
      originals and copies of Confidential Information.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.  Ownership
      and Assignment of Inventions. 

     

    (a)  The
      Executive acknowledges that, in connection with his duties and responsibilities
      relating to his employment with the Company, he and/or other employees of the
      Company working with him, without him or under his supervision, may create,
      conceive of, make, prepare, work on or contribute to the creation of, or may
      be
      asked by the Company or its affiliates to create, conceive of, make, prepare,
      work on or contribute to the creation of, without limitation, lists, business
      diaries, business address books (except
      for business addresses and business address books not related to the Company),
      documentation, ideas, concepts, inventions, designs, works of authorship,
      computer programs, audio/visual works, developments, proposals, works for hire
      or other materials to the extent that any of the same relate to any actual
      or
      reasonably anticipated Business of the Company (as such phrase is defined in
      paragraph 14(a) hereof) or any of the Company’s affiliates (“Inventions”).
      Executive expressly acknowledges that all of his activities and efforts relating
      to any Inventions, whether or not performed during his or the Company’s regular
      business hours, are within the scope of his employment with the Company and
      that
      the Company owns all right, title and interest in and to all Inventions,
      including, to the extent that they exist, all intellectual property rights
      thereto, including, without limitation, copyrights, patents and trademarks
      in
      and to all Inventions. The Executive also acknowledges and agrees that the
      Company owns and is entitled to sole ownership of all rights and proceeds to
      all
      Inventions.

     

    (b)  The
      Executive expressly acknowledges and agrees to assign to the Company, and hereby
      assigns to the Company, all of the Executive’s right, title and interest in and
      to all Inventions, including, to the extent they exist, all intellectual
      property rights thereto, including, without limitation, copyrights, patents
      and
      trademarks in and to all Inventions.

     

    (c)  In
      connection with all Inventions, the Executive agrees to disclose any Invention
      promptly to the Company and to no other person or entity. The Executive further
      agrees to execute promptly, at the Company’s request, specific written
      assignments of the Executive’s right, title and interest in any Inventions, and
      do anything else reasonably necessary to enable the Company to secure or obtain
      a copyright, patent, trademark or other form of protection in or for any
      Invention in the United States or other countries.

     

    (d)  The
      Executive acknowledges that all rights, waivers, releases and/or assignments
      granted in this Section by the Executive are freely assignable by the Company
      and are made for the benefit of the Company and its Affiliates, subsidiaries,
      licensees, successors and assigns.

     

    14.  Non-Competition
      And Non-Solicitation.
      

     

    (a)  The
      Executive agrees and acknowledges that the Confidential Information that the
      Executive will receive is valuable to the Company, its
      affiliates and/or its clients or customers, and
      that
      its protection and maintenance constitutes a legitimate business interest of
      Company, its
      affiliates and/or its clients or customers
      to be
      protected by the non-competition restrictions set forth herein. The Executive
      agrees and acknowledges that the non-competition restrictions set forth herein
      are reasonable and necessary and do not impose undue hardship or burdens on
      the
      Executive. The Executive also acknowledges that the products and services
      developed or provided by the Company, its
      affiliates and/or its clients or customers
      are or
      are intended to be sold, provided, licensed and/or distributed to customers
      and
      clients in and throughout the United States (the “Geographic
      Boundary”),
      and
      that the Geographic Boundary, scope of prohibited competition, and time duration
      set forth in the non-competition restrictions set forth below are reasonable
      and
      necessary to maintain the value of the Confidential Information of, and to
      protect the goodwill and other legitimate business interests of, the Company,
      its
      affiliates and/or its clients or customers.
      The
      Executive also acknowledges that the business of the Company is the offering
      through its online marketplace of high quality new, overstock, close-out and
      refurbished brand name consumer merchandise (the “Business
      of the Company”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Executive hereby agrees and covenants that he shall not, directly or indirectly,
      in any capacity whatsoever, including, without limitation, as an employee,
      employer, consultant, principal, partner, shareholder, officer, director or
      any
      other individual or representative capacity (other than a holder of less than
      one percent (1%) of the outstanding voting shares of any publicly held company),
      or whether on the Executive’s own behalf or on behalf of any other person or
      entity or otherwise howsoever, during the Executive’s employment with the
      Company and for a period of one year following the termination of his employment
      for any reason, whether voluntary or involuntary, in the Geographic
      Boundary:

     

    (i)  Engage,
      own, manage, operate, control, be employed by, consult for, participate in,
      or
      be connected in any manner with the ownership, management, operation or control
      of any business in competition with the Business of the Company; 

     

    (ii)  Solicit,
      persuade or induce any Customer: to terminate, reduce or refrain from renewing,
      extending, or entering into contractual or other relationships with the Company
      or to become a customer of or enter into any contractual or other relationship
      with any other individual, person or entity for the purpose of purchasing
      competitive products or services; or

     

    (iii)  Recruit,
      hire, induce, contact, divert or solicit, or attempt to recruit, induce,
      contact, divert or solicit, any employee of the Company to leave the employment
      thereof, whether or not any such employee is party to an employment agreement.
      

     

    15.  Indemnification.
      The
      Company hereby covenants and agrees to indemnify the Executive to the fullest
      extent permitted by law and to hold the Executive harmless fully, completely,
      and absolutely against and in any respects to any and all actions, suits,
      proceedings, claims, demands, judgments, costs, expenses (including attorneys’
fees), losses, and damages resulting from the Executive’s good faith performance
      of his job duties pursuant to this Agreement. The Company also hereby agrees
      to
      cover the Executive under a directors’ and officers’ liability insurance policy
      at all times while an employee and for the applicable statute of limitations
      after termination hereof, with such coverage no less favorable than that given
      to other executive employees of the Company.

     

    16.  Notice.
      For
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement or contemplated hereby shall be in writing and shall be deemed
      to
      have been duly given when personally delivered, delivered by a nationally
      recognized overnight delivery service or when mailed United States Certified
      or
      registered mail, return receipt requested, postage prepaid, and addressed as
      follows:

     

    
      	If to the Company: 	uBid.com Holdings, Inc.	 
	 	8725 W. Higgins Road	 
	 	Suite 900	 
	 	Chicago, Illinois 60631	 
	 	 	 
	If to the Executive:	Jeffrey D. Hoffman	 
	 	uBid.com Holdings, Inc.	 
	 	8725 W. Higgins Road	 
	 	Suite 900	 
	 	Chicago, Illinois 60631	 


    

     

    17.  Miscellaneous

     

    (a)  Telephones,
      stationery, postage, e-mail, the internet and other resources made available
      to
      the Executive by the Company, are solely for the furtherance of the Company’s
      business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  All
      issues and disputes concerning, relating to or arising out of this Agreement
      and
      from the Executive’s employment by the Company, including, without limitation,
      the construction and interpretation of this Agreement, shall be governed by
      and
      construed in accordance with the internal laws of the State of Illinois, without
      giving effect to that State’s principles of conflicts of law. The Executive
      hereby consents to jurisdiction in the courts of Illinois.

     

    (c)  The
      Parties agree that Sections 12, 13, 14 and 15 of this Agreement, and those
      provisions of this Agreement necessary for the enforcement of such Sections,
      shall survive termination of this Agreement and termination of Executive’s
      employment for any reason. 

     

    (d)  The
      Parties agree that any provision of this Agreement deemed unenforceable or
      invalid may be reformed to permit enforcement of the objectionable provision
      to
      the fullest permissible extent. Any provision of this Agreement deemed
      unenforceable after modification shall be deemed stricken from this Agreement,
      with the remainder of the Agreement being given its full force and
      effect.

     

    (e)  The
      Company shall be entitled to equitable relief, including injunctive relief
      and
      specific performance as against the Executive, for the Executive’s threatened or
      actual breach of Sections 12, 13 and 14 of this Agreement, as money damages
      for
      a breach thereof would be incapable of precise estimation, uncertain, and an
      insufficient remedy for an actual or threatened breach of Sections 12, 13 and
      14
      of this Agreement. If
      the
      Company prevails against Executive in a legal action for violation of Section
      12, 13 and/or 14 of this Agreement, the
      Company shall be entitled to collect from Executive any attorneys’ fees and
      costs incurred by the Company in bringing any action to enforce the terms of
      this Agreement, as well as any attorneys’ fees and costs incurred by the Company
      for the collection of any judgments in the Company’s favor arising out of
      Executive’s violation(s). The
      Parties agree that any pursuit of equitable relief in respect of Sections 12,
      13
      and 14 of this Agreement shall have no effect whatsoever regarding the continued
      viability and enforceability of Section 15 of this Agreement. 

     

    (f)  Any
      waiver or inaction by the Company or the Executive for any breach of this
      Agreement shall not be deemed a waiver of any subsequent breach of this
      Agreement.

     

    (g)  The
      Parties independently have made all inquiries regarding the qualifications
      and
      business affairs of the other which either party deems necessary. The Executive
      affirms that he fully understands this Agreement’s meaning and legally binding
      effect. Each party has participated fully and equally in the negotiation and
      drafting of this Agreement. 

     

    (h)  The
      Executive’s obligations under this Agreement are personal in nature and may not
      be assigned by the Executive to any other person or entity. Executive
      consents to and the Company shall have the right to assign this Agreement to
      its
      successors or assigns, and this
      Agreement shall be enforceable by the
      Company
      and its
      parents, affiliates, successors and assigns.

     

    (i)  This
      instrument constitutes the entire Agreement between the Parties regarding its
      subject matter. When signed by all Parties, this Agreement supersedes and
      nullifies all prior or contemporaneous conversations, negotiations, or
      agreements, oral and written, regarding the subject matter of this Agreement.
      In
      any future construction of this Agreement, this Agreement should be given its
      plain meaning. This Agreement may be amended only by a writing signed by the
      Parties. Notwithstanding
      the foregoing or anything in this Agreement to the contrary, the Company
      expressly reserves the right to amend this Agreement without Executive’s consent
      to the extent necessary to comply with Code Section 409A, as it may be amended
      from time to time, and the regulations, notices and other guidance of general
      applicability issued thereunder. 

     

    (j)  This
      Agreement may be executed in counterparts, a counterpart transmitted via
      facsimile, and all executed counterparts, when taken together, shall constitute
      sufficient proof of the Parties’ entry into this Agreement. The Parties agree to
      execute any further or future documents which may be necessary to allow the
      full
      performance of this Agreement. This Agreement contains headings for ease of
      reference. The headings have no independent meaning.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    THE
      EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT
      AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION THEREOF. THIS
      AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY BOTH
      PARTIES.

     

    UNDERSTOOD,
      AGREED, AND ACCEPTED:

     

    
      
        	EXECUTIVE	 	COMPANY
	 	 	 
	JEFFREY D. HOFFMAN	 	UBID.COM HOLDINGS, INC.
	 	 	 
	/s/ Jeffrey D. Hoffman	 	
                By:      
                  /s/
                  Miguel A. Martinez, Jr.

              
	 	 	Name:  Miguel
                A. Martinez, Jr.
	Date:  September
                21, 2007   	
                 Title: 

              	Vice
                President, Finance
	 	 	Date:  
                 September
                21, 2007