Sample Business Contracts

Agreement - Inc. and Laurier Ltd.

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        , INC.

                  Suite 980
1500 West Georgia Street
Vancouver, BC
Canada V6G 2Z6
Laurier Limited.

                  Suite E, Regal House
A.             E-BIDD is in the business of online auctions;

B. LAURIER is a company who holds certain  rights to certain  software code that
they wish to sell to E- Bidd (the "Transaction");

C.  E-BIDD and  LAURIER  agree that this  Agreement  will  constitute  a binding
agreement upon them in respect of the  Transaction,  such to be on the terms and
conditions contained herein;

NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration  of the covenants
and agreements herein  contained,  the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:

I .            Rei)resentations And Warranties

1.1  LAURIER  represents  and  warrants  to  E-BIDD  that  LAURIER  has good and
sufficient  right and  authority to enter into this  Agreement and carry out its
obligations  under this  Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon LAURIER enforceable against it in
accordance with its terms and conditions.



1.2  E-BIDD  represents  and  warrants  to  LAURIER  that  E-BIDD  has  good and
sufficient  right and  authority to enter into this  Agreement and carry out its
obligations  under this  Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon E-BIDD enforceable  against it in
accordance with its terms and conditions.

2. Software Riehts Purchase

2.1 The  parties  agree  that,  subject  to the  terms  and  conditions  of this
Agreement,  LAURIER will sell the  worldwide  exclusive  rights to the software
described  substantially in Appendix A and Appendix B ("the Software") to E-BIDD
for 10,000,000 144 restricted shares of E-BIDD ("the Purchase Price").

2.2 The worldwide rights to the software will be for a period of 20 years.

3. General

3.1 Time and each of the terms and conditions of this Agreement  shall be of the
essence of this Agreement.

3.2 This Agreement  constitutes the entire agreement  between the parties hereto
in respect of the matters referred to herein.

3.3 The parties hereto shall execute and deliver all such further  documents and
do all such acts as any party may,  either before or after the execution of this
Agreement,  reasonably  require of the other in order  that the full  intent and
meaning of this Agreement is carried out.

3.4 No amendment or  interpretation  of this Agreement shall be binding upon the
parties  hereto  unless such  amendment  or  interpretation  is in written  form
executed by all of the parties to this Agreement.

3.5 Any notice or other  communication  of any kind whatsoever to be given under
this Agreement  shall be in writing and shall be delivered by hand,  email or by
fax to the parties at:, Inc.
Suite 980 -1500
West Georgia Street Vancouver, BC Canada V6G 2Z6
         Ray Mathews Fax: (604) 806 0223
         Laurier Limited Suite E,
         Regal House Gibraltar
         A. Barcio   Fax: Oll 350 78800
or to  such  other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.

3.6 This  Agreement  may not be assigned by any party  hereto  without the prior
written consent of all of the parties hereto.

3.7 This Agreement shall be governed by the laws of Washington  State applicable
therein,  and the  parties  hereby  attorn to  thejurisdiction  of the Courts of
Washington State.

3.8 This Agreement may be signed by fax and in counterpart.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as of the Effective Date first above written.

          Name of Signatory:
          -Title of Signatory:




Name of Signatory:
-Title of Signatory:

                                   Appendix A


Auction Software

For Buyers

Easy  registration,  password  lookup,  and a members area that features auction
tracking,  purchase history,  email options,  custom searches,  and contact info

For Sellers

Online  auction and store  managers  linked  together,  featuring  one step item
entry,  image  upload,  auction  relisting,  auction  saving,  sales and bidding
history,  editing,  multiple item upload,  and many more time saving tools. Each
seller has a home page on the auction site created in the online manager.

For Site Owners

You can run any  auction  site  without  ever  leaving  your  browser.  Complete
accounting,  seller  management,  an online file manager,  newsletters  and much
more. Automated processes that run in the



background take care of updating your site on a regular basis.

Site Manager

     o    The Site Manager is an online tool for the administrator of an auction
          site. The Site Manager is very complete,  and allows an entire auction
          site to be managed from a browser if you wish.

     o    The Setup Checklist and  Instruction  will guide you through the areas
          of the site which need to be configured by you.

     o    The Site Setup  section  controls all of the options that you will use
          to configure your site. Set the colors used in making pages, your fees
          and percentages, and add and remove features in this section.

     o    The  Accounting  section  is the place to view  sales  reports,  issue
          credits, log seller payments, send bills, and more

     o    Send newsletters to your bidders and sellers.

     o    Resources  to get  helpful  tools and  information  to  maintain  your
          website. Q & A available in the Site Owners Forum.

     o    Includes the File Manager is a browser based FTP program.  In the File
          Manager you can make quick changes or setup your site completely.  You
          may view, edit, delete, rename and upload new files, and also navigate
          through all of the directories of your site.



                                   Appendix B

Ad Serving Management Software

Cache Busting Technology

Our Ad Serving Code utilizes JavaScript, which allows the administrative site to
dynamically  write to clients  HTML pages,  giving the ads a new "cache  number"
each time a page is loaded.  This technology will void any image caching the end
user may be using and can  effectively  increase ad  inventory  of the  client's


The Ad Serving  Software has been coded with  integration  in mind. Our software
can be integrated into other banner exchanges.  This is an integral feature,  as
ad  auctioning  rivals get a great deal of their sales (and ad  inventory)  from
banner exchange sites.  Instead of a client inserting the typical image and link
code onto their site,  the client will place our scripts,  creating "two layers"
of banner exchanging.

This ability will allow us to easily audit  statistics and keep track of how the
site is  showing  the  buyer's  banners.  This  will  also  allow us to  compare
statistics with the seller's site and make sure there aren't any  discrepancies,
ultimately  creating  a very  strong  and  fair  way of  reporting  ad  campaign

Advanced Tracking, Fraud Busting and Statistics

The Ad Serving  Software keeps a wide range of important  statistics.  This will
ensure that the banners are not being  requested en mass from the same IP number
(same person),  that the times and dates of banner  requests from IP numbers are

The  software  makes it  increasingly  difficult  to engineer a site to get more
click-throughs or exposures than they deserve.


The seller of banners (web publisher) will be able to easily verify the validity
of a buyer's  banner  to make sure it is  appropriate  for their  site.  The web
publisher will be able to reject a banner if they deem it to be inappropriate.

Relevant  statistics  will  be  available  for  the ad  buyer,  seller  and  the



Customized Profiles

The software features customized profiles for buyers and sellers,  allowing them
to "get to know each other" a little better before deciding on a sale.

Multiple Ads

The  software  has the  ability  for the buyer to display  multiple  banners per
campaign,  and compare the statistics of the banners to each other.  This allows
buyers to decide which type of advertisement is working best for them.

Advanced Email Manager

Future  advancements  to the  software  will  include a fully  integrated  email
manager,  allowing for  announcement  lists for clients,  and to notify the user
base of important changes, deals, and features.

Server Technology  will be running the ad serving  software  on a  dedicated  server,
  allowing  for maximum  load usage and  bandwidth.  The software was created in
  Perl and the webserver  will be running  Apache with  Mod-Perl.  Apache is the
  most popular webserver on the Internet,  with over 60% of all websites running
  Apache. It is efficient,  popular,  and secure. Mod - Perl is an extension for
  Apache  that  allows it to "cache"  Perl CGI  files.  This will allow our Perl
  scripts to execute  20-50%  faster,  greatly  decreasing  the load on the host

  Scaleable Database Technology

  We are using mySQL as a database server. (SQL = Structured Query Language) SOL
  is the most widely used database  language in the world,  with the portability
  of Perl scripts to accessing  mySQL,  we will be able to change over to a more
  extensive database solution if the need arises.

  Security  will  provides the server with maximum  security.  For Credit Card
  transactions,  we will be using Apache's SSL layers.  will also be
  utilizing an established merchant account solution for Internet Based commerce