Mr. Albert Friedman
President & Chief Executive Officer
Take to Auction.com, Inc.
2335 N.W. 107th Ave. Ste. 2M 23
Miami, FL 33172

1. This letter sets forth the terms of the engagement of ZeroDotNet, Inc.
("ZeroDotNet") by Take to Auction.com, Inc. ("Take to Auction" or the "Company")
to provide financial advisory and strategic planning services to the Company to
evaluate its strategic and financial alternatives. Capitalized terms not
otherwise defined are defined in the Glossary attached as EXHIBIT "A". Such
services may include:

         (a)      assisting the Company in considering strategic alternatives
                  for its long-term financial plans, including undertaking a
                  financial evaluation and analysis of one or more of the
                  strategic alternatives such as a Take to Auction Private
                  Placement and/or Initial Public Offering; and

         (b)      being available to meet with the Company's officers and board
                  of directors to discuss strategic alternatives and their
                  financial implications.

2. The Company will cooperate with and provide to ZeroDotNet all information
requested by ZeroDotNet in connection with this engagement. ZeroDotNet may rely,
without independent investigation, on the accuracy and completeness of all
information furnished by the Company.

3. The Company agrees that ZeroDotNet will have the exclusive first right of
refusal to serve as the Company's exclusive lead placement agent or financial
advisor, as the case may be, during the term hereof and for a period of twelve
months from the date of this Engagement Letter, in connection with: (i) any
private issuance of debt or equity securities (ii) a Corporate Transaction or
(iii) any financial or restructuring of indebtedness. The terms and conditions
of the engagement will be set forth in a separate engagement agreement
specifying the services, fees and indemnification of ZeroDotNet for the
transaction. The compensation provided ZeroDotNet pursuant to such future
engagement will be mutually agreed upon by the parties and will be based on the
compensation paid to nationally recognized investment banking firms involved in
transactions of similar size, scope, complexity, and value.

4. As compensation for its services under this engagement, ZeroDotNet will
receive a non-refundable cash retainer fee of $350,000 upon execution of this
Engagement Letter. Any monthly reimbursement for ZeroDotNet's Out-Of-Pocket
Expenses will be discussed and approved by the Company in advance. If the
company separately engages ZeroDotNet to act as its exclusive placement agent
for the Company's Private Placement and/or Initial Public Offering, then the
retainer fee will be credited agaist fees otherwise due for that Offering.


5. This Engagement Letter and its contents, including the Offering and pricing
process and other proprietary information of ZeroDotNet, will be treated by the
Company as confidential. Any advice rendered by ZeroDotNet pursuant to this
engagement is also confidential. Confidential information may not be disclosed
publicly in any manner without ZeroDotNet's prior written approval.

6. The initial term of this engagement will be one year and the engagement will
automatically renew on a quarterly basis thereafter until terminated in writing
by either party. The engagement will terminate immediately: (i) upon execution
of a separate engagement letter regarding ZeroDotNet's engagement in connection
with a specific Transaction or Offering; (ii) upon manual written consent of
both parties; or (iii) if ZeroDotNet determines in its discretion that
completion of additional services is impractical, undesirable, or not advisable.
The provisions of paragraphs 3 and 5 through 9, will survive any termination.

7. This Engagement Letter will be governed by and construed and enforced in
accordance with the laws of the state of California, without regard to
principles of conflicts of laws. Any action arising out of any disputes between
the parties to this engagement letter shall be brought in either the Superior
Court for the County of San Francisco or the United States District Court of the
Northern District of California, and each of the parties hereto hereby submits
to the jurisdiction of such courts for purposes of any such action.

8. Any dispute arising between the parties hereunder will be resolved by
arbitration in accordance with the rules then in effect of the NASD, as governed
by the laws of the State of New York, which must be commenced by a written
notice of intention to arbitrate. Judgment upon an arbitration award may be
rendered in any court of competent jurisdiction. The parties agree to the
following facts about the arbitration procedures:

         (1)      Arbitration is final and binding on the parties.

         (2)      The parties are waiving their right to seek remedies in court,
                  including the right to jury trial.

         (3)      Pre-arbitration discovery is generally more limited than and
                  different from court proceedings.

         (4)      The arbitrator's award is not required to include factual
                  findings or legal reasoning and any party's right to appeal or
                  to seek modification of ruling by the arbitrators is strictly

         (5)      The panel of arbitrators will typically include a minority of
                  arbitrators who were or are affiliated with the securities


No person shall bring a putative or certified class action to arbitration, nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated in court a putative class action; or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until:

         o        the class certification is denied;

         o        the class is decertified; or

         o        the customer is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a
waiver of any rights under this agreement except to the extent stated herein.

9. This Engagement Letter constitutes the entire understanding among the parties
and supersedes, in their entirety, any and all understandings, agreements,
contracts, arrangements, communications, discussions, representations and
warranties, whether oral or written, among the parties respecting the subject

Please confirm that the terms set forth in this Engagement Letter are in
accordance with your understanding by signing and returning to us the enclosed
duplicate of this Engagement Letter, along with a check for the retainer fee. We
look forward to working with you on this transaction. Please note that this
Engagement Letter contains a pre-dispute arbitration agreement, which is set
forth in Section 8 on page 2 of this Engagement Letter.

                                                     Very truly yours,

                                                     ZERODOTNET, INC.

                                                     By: /s/ Joe M. Marenda
                                                     Title: Managing Director



By:  /s/ Albert Friedman

Title:  President & CEO

Date:  10/29/99


                              EXHIBIT A - GLOSSARY

Unless otherwise expressly provided for, or unless the context otherwise clearly
requires, the definitions set forth in this Glossary govern the defined terms
used in the Engagement Letter and is part of, and is incorporated by reference

"Corporate Transaction" means any of the following:

         (i)      the sale of all or substantially all of the assets of the
                  Company or the acquisition of more than 50% of the voting
                  power of the Company by another entity by means of any
                  transaction or series of related transactions (including,
                  without limitation, any acquisition of capital stock,
                  reorganization, merger, or consolidation, but excluding any
                  merger effected exclusively for the purpose of changing the
                  domicile of the Company),

         (ii)     the sale of any equity or debt securities, or

         (iii)    any recapitalization or refinancing (except of real estate or
                  equipment indebtedness.)

"Engagement Letter" means the Engagement Letter between the Company and
ZeroDotNet relating to its services, including the Exhibits to the Engagement
Letter, and all documents executed in connection therewith.

"ZeroDotNet Private Placement" means the offer and sale of the Securities
conducted in compliance with Regulation D under the Securities Act of 1933,
including Rule 506, to "accredited investors", as that term is defined under
Rule 501(a).

"Out-of-Pocket Expenses" means any fees and expenses of ZeroDotNet's attorneys,
accountants, and other professionals of ZeroDotNet, if any, in connection with

"ZeroDotNet" means ZeroDotNet, Inc., its parent corporation or any of the
parent's other subsidiaries.

"Representatives" means officers, directors, members, agents, employees,
consultants, management, or equity holders of at least 5% of the voting power of
the Company and attorneys, accountants, and other professionals.

"Retainer Fee" means the non-refundable retainer fee set forth in Section 4 of
the Engagement Letter.

"Securities" means the equity, equity-related, equity-linked or other securities
offered and sold by the Company.


Source: OneCLE Business Contracts.