Sample Business Contracts


Contribution Agreement - eBay Belgium Holdings SA and eBay Inc.


                                    CONTRIBUTION AGREEMENT


This Contribution Agreement is entered into on February 21, 2001 (hereinafter
the "AGREEMENT"),


BETWEEN:

-       eBay Belgium Holdings S.A., a societe anonyme en cours de formation,


                         hereafter referred to as "EBH",


-       eBay Inc., a corporation organized under the laws of the State of
        Delaware, U.S.A., whose principal offices are located at 2145 Hamilton
        Avenue, San Jose, CA 95125, U.S.A., represented by Matthew Bannick, duly
        authorized for the purposes hereof,


                    hereafter referred to as the "US PARENT",


(EBH and the US Parent are hereafter together referred to as the "EBAY
COMPANIES")


                          AS PARTIES OF THE FIRST PART,


AND:

-       Pierre-Francois Grimaldi, a French national born on April 28, 1955 at
        Saint-Maur, residing Poggio Di Nazza, 20240 Ghisonaccia, France,

-       Marc Piquemal, a French national born on July 3, 1971 at Toulouse,
        residing 24, rue Saint-Antoine, 75004 Paris, France,

-       GS Capital Partners III, L.P., a limited partnership organized under the
        laws of the state of Delaware, whose principal offices are located 85,
        Broad Street, New-York, New-York 10004 represented by Jean-Christophe
        Germani, duly authorized for the purposes hereof,

-       GS Capital Partners III, Offshore, L.P., a company organized under the
        laws of the Cayman Islands, whose principal offices are located c/o
        Maples and Calder, P.O. Box 309,


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        Grand Cayman, Cayman Islands represented by Jean-Christophe Germani,
        duly authorized for the purposes hereof,

-       Goldman Sachs & Co Verwaltungs GmbH, a company organized under the laws
        of Germany, whose registered offices are located Messe Turm, 60308
        Frankfurt am Main, Germany, represented by Jean-Christophe Germani, duly
        authorized for the purposes hereof,

-       Stone Street Fund 1999, L.P., a company organized under the laws of the
        state of Delaware, whose principal offices are located 85, Broad Street,
        New York, New York 10004, represented by Jean-Christophe Germani, duly
        authorized for the purposes hereof,

-       Cisalpina Gestioni S.p.A. a company organized under the laws of Italy,
        registered with the Registry of commerce of Milan, whose registered
        offices are located Via Arrigo, Boito 10, 20121 Milan, Italy,
        represented by Mauro Castiglioni, duly authorized for the purposes
        hereof,


                         AS PARTIES OF THE SECOND PART,


Pierre-Francois Grimaldi, Marc Piquemal, GS Capital Partners, III, L.P., GS
Capital Partners III, Offshore L.P., Goldman Sachs & Co Verwaltungs GmbH , Stone
Street Fund 1999, L.P., and Cisalpina Gestioni S.p.A are hereafter collectively
referred to as the "CONTRIBUTORS". In addition, Pierre-Francois Grimaldi and
Marc Piquemal are sometimes referred to as the "FRENCH INDIVIDUAL SHAREHOLDERS".
GS Capital Partners III L.P., GS Capital Partners III Offshore L.P., Goldman
Sachs & Co Verwaltungs GmbH and Stone Street Fund 1999 are sometimes referred to
as the "GS SHAREHOLDERS".



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                                    RECITALS

1.      EBH wishes to acquire, either directly or indirectly, all of the
        outstanding shares of iBazar SA, a French societe anonyme whose
        registered offices are located 1, rue de Flandre, 75019 Paris,
        registered under number 388 387 425 RCS Paris (the "Company") as of the
        Closing Date (the "CLOSING DATE SHARES"). The Contributors own the
        majority of the shares of the Company, and wish to contribute all of
        their shares in the Company as of the Closing Date (the "CONTRIBUTORS'
        SHARES") to EBH, and to cause the other shareholders of the Company as
        of the Closing Date to contribute or sell their shares in the Company to
        EBH or to the US Parent.

2.      E-Merge SA, David van Tieghem, Jean-Luc Goemaere and Jean-Michel Loots
        (hereafter the "BELGIAN SHAREHOLDERS") also own shares of the Company.
        In addition, the Company has issued a number of warrants (bons de
        createur d'entreprise) and stock options (options de souscription
        d'actions) in favor of the managers and employees of its group, each
        warrant or stock option giving the right to subscribe to shares of the
        Company. The Parties wish to take appropriate steps so that the shares
        owned by the Belgian Shareholders and the shares that will be owned by
        the beneficiaries of such warrants and stock options who will exercise
        their right to acquire shares of the Company shall be purchased for cash
        by EBH or by the US Parent. The Belgian Shareholders and the
        beneficiaries of such warrants and stock options who will exercise their
        right to acquire shares of the Company shall be referred to as the
        "CASHED OUT SHAREHOLDERS".

3.      Except for newly created shares issued as a result of the exercise by
        the beneficiaries of the warrants and stock options mentioned in
        PARAGRAPH 2. above, between the date hereof and the Closing Date, of
        their right to acquire shares of the Company, the Company's share
        capital as of the Closing Date shall be as follows:





              SHAREHOLDERS                    A SHARES        B SHARES         TOTAL
              ------------                    --------        --------         -----
                                                                    
Pierre-Francois Grimaldi                     30,476,664               0      30,476,664

Marc Piquemal                                 5,380,000               0       5,380,000

GS Capital Partners III L.P.                  2,983,804       3,472,276       6,456,080

GS Capital Partners III, Offshore, L.P.         820,276         954,576       1,774,852

Goldman Sachs & Co Verwaltungs GmbH             137,748         160,300         298,048

Stone Street Fund 1999, L.P.                    201,492         234,484         435,976

Cisalpina Gestioni S.p.A                              0       1,792,115       1,792,115

E-MERGE SA                                       63,844               0          63,844

David van Tieghem                                74,447               0          74,447

Jean-Luc Goemaere                                74,447               0          74,447

Jean-Michel Loots                                15,681               0          15,681

                  TOTAL                      40,228,403       6,613,751      46,842,154



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4.      EBH is used by the US Parent as an investment vehicle for its
        international acquisition activities. The US Parent further intends,
        prior to the Closing Date, to contribute to EBH, either directly or
        through an Affiliate, its shares of the common stock of the Korean
        company Internet Auction Co., Ltd., representing slightly more than 50%
        of the capital of such company (the "US PARENT CONTRIBUTION").

5.      The US Parent and the Contributors have agreed that, as of the Closing
        Date:

        (i)    the Contributors shall contribute all of the Contributors' Shares
               to EBH; and

        (ii)   the Cashed Out Shareholders will sign documents allowing transfer
               of all of their shares in the Company to EBH or the US Parent
               (the "SOLD SHARES").

6.      For the purpose of the contribution mentioned under Paragraph 5 (i)
        above, the Parties have agreed that as a result of such contribution,
        the Contributors shall hold no more than thirty-five percent (35%) of
        the shares of EBH. The by-laws of EBH to be in effect after such
        contribution are attached as SCHEDULE 6.1.2. hereto.

7.      On the basis of the preceding recitals, and in consideration of the
        representations and warranties contained herein, the Parties agree as
        follows:


                        ARTICLE 1 -- CERTAIN DEFINITIONS


Capitalized terms used in this Agreement are used as defined in this SECTION 1
or elsewhere in this Agreement (such terms to be equally applicable to the
singular and plural forms thereof).

Additional Contribution shall have the meaning set forth in SECTION 2.2.2. of
this Agreement.

Affiliate shall mean, with respect to any Party to this Agreement, any legal
entity directly or indirectly controlling or controlled by or under direct or
indirect common control with such Party (including without limitation its
respective officers, directors and employees). For this purpose, "control" means
the ownership of more than 50% of the outstanding share capital or the right to
appoint a majority of directors or comparable governing bodies.

Agreement shall mean this Agreement and the Exhibits and Schedules attached
hereto as the same may be amended from time to time in accordance with the terms
set forth herein.

Arbitrator shall have the meaning set forth in SECTION 11.1. of this Agreement.

Audited Year End Balance Sheets shall have the meaning set forth in SECTION 7.10
of this Agreement.

Belgian Shareholders shall have the meaning set forth in Paragraph 2 of the
Recitals of this Agreement.


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Belgian Shares shall have the meaning set forth in SECTION 2.2.1. of this
Agreement.

Benefit Plans shall have the meaning set forth in SECTION 4.14.8. of this
Agreement.

Breach shall have the meaning set forth in SECTION 9.2.1. of this Agreement.

Cashed Out Shareholders shall have the meaning set forth in PARAGRAPH 2 of the
Recitals to this Agreement.

Closing shall have the meaning set forth in SECTION 7.2. of this Agreement.

Closing Date shall have the meaning set forth in SECTION 7.1. of this Agreement.

Closing Date Shares shall have the meaning set forth in PARAGRAPH 1 of the
Recitals to this Agreement.

Company shall have the meaning set forth in PARAGRAPH 1 of the Recitals of this
Agreement.

Company Permits shall mean any and all permits, authorizations, approvals,
registrations, waivers, variances, concessions and licenses granted by a
governmental authority (excluding when it relates to Owned Intellectual Property
and Licensed Intellectual Property).

Compensation shall have the meaning set forth in SECTION 4.14.1. of this
Agreement.

Contribution shall have the meaning set forth in SECTION 2.1. of this Agreement.

Contributors shall have the meaning set forth on PAGE 2 of the Recitals of this
Agreement.

Contracts shall mean any and all oral or written contracts, excluding any
Company Permits, entered into by the Company or by its Subsidiaries.

Contributed Shares shall have the meaning set forth in SECTION 2.1. of this
Agreement.

Contributors' Shares shall have the meaning set forth in PARAGRAPH 1 of the
Recitals to this Agreement.

Deferred Equity Rights shall mean all warrants and stock options (including the
Issued Warrants and the Issued Stock Options), convertible bonds, subscriptions
or other securities granting the right, by conversion, exchange, reimbursement
or otherwise, to subscribe to or to purchase any of the authorized or
outstanding securities of the relevant company. Previously issued Deferred
Equity Rights that may have terminated or are void shall not be considered
"Deferred Equity Rights" for purposes of this Agreement.

EMU Compliant shall have the meaning set forth in SECTION 4.21 of this
Agreement.

Encumbrance means any security interest, pledge, mortgage, lien, charge,
encumbrance or restriction of any kind, including, without limitation, any
restriction on the use, voting, transfer,


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<PAGE>   6

receipt of income or other exercise of any attributes of ownership. excluding
restrictions created by applicable laws which apply to all assets of a similar
kind.

Escrow Agreement shall have the meaning set forth in SECTION 2.2.1. of this
Agreement.

Loss shall have the meaning set forth in SECTION 9.1.1. of this Agreement.

French Individual Shareholders shall have the meaning set forth on PAGE 2 of
this Agreement.

Financial Statements shall have the meaning set forth in SECTION 4.7.1. of this
Agreement.

French GAAP shall mean the generally accepted accounting principles in France
applied on a consistent basis.

GS Shareholders shall have the meaning set forth on PAGE 2 of this Agreement.

Indemnified Party shall have the meaning set forth in SECTION 9.3.1. of this
Agreement.

Indemnifying Parties shall have the meaning set forth in SECTION 9.3.1. of this
Agreement.

Intellectual Property Rights shall mean (i) inventions patentable, and all
improvements thereto; (ii) patents, patent applications; (iii) trade secrets;
(iv) trademarks, trade names, copyrights and domain names in each case
registered; (v) software; (vi) data bases; and (vii) other intellectual
property; including all copies and tangible embodiments of the information
described in clauses (i)-(vii) above, owned or used by the Company or by its
Subsidiaries.

Investments shall mean any legal entity other than the Company or the
Subsidiaries, and other than SICAV or mutual funds, in which the Company or the
Subsidiaries have a direct or indirect equity interest.

Interested Person shall mean (i) any entity directly or indirectly controlling,
controlled by, or under common control with any Contributor, (ii) any
Contributor, (iii) any director, officer, senior employee of the entities
mentioned in (i) and (ii), and (iv) any entity in which any of the persons named
in (i), (ii) and (iii) has a direct or indirect interest.

Issued Stock Options shall mean all stock options issued by the Company prior to
the date hereof.

Issued Warrants shall mean all warrants ("bons de createur d'entreprise") issued
by the Company prior to the date hereof.

Law shall mean all statutory laws, rules and regulations of all governmental,
judicial, legislative, executive, administrative or regulatory authorities
(national, local, foreign or otherwise) understood to be, in the case of France,
droit positif and jurisprudence at the time applicable.

Legal Proceedings shall have the meaning set forth in SECTION 4.22.1. of this
Agreement.


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Legal Requirements shall mean any and all Laws or Permits applicable to the
relevant involved company and/or Subsidiary.

Licensed Intellectual Property shall mean Intellectual Property Rights that are
held by the Company or its Subsidiaries under a license granted by a third
party.

Contributor's Best Knowledge means that the particular fact was known, or not
known, as the context requires, to the French Individual Shareholders and/or to
the senior management of the Company or of its Subsidiaries as listed in
SCHEDULE 1 after a reasonable investigation or due diligence exercised by such
persons (or by the principal executive officers of such persons they are not a
natural person).

Material Contract shall have the meaning set forth in SECTION 4.10.1. of this
Agreement.

Owned Intellectual Property shall mean Intellectual Property Rights that are
owned by the Company or its Subsidiaries.

Party shall mean any or all of the parties to this Agreement.

Shareholders' Agent shall have the meaning set forth in SECTION 12.10. of this
Agreement.

Sold Shares shall have the meaning set forth in PARAGRAPH 5 of the Recitals to
this Agreement.

Subsidiaries shall mean all legal entity directly or indirectly controlled by
the Company. For this purpose, "control" means the ownership of more than 50% of
the outstanding share capital or the right to appoint a majority of directors or
comparable governing bodies.

Tax and Taxes means any taxes, parafiscal contributions and social
contributions, of any nature imposed, assessed, or collected under any law or
payable pursuant to any tax sharing or similar contract, including, without
limitation, (i) all income, value-added, registration, transfer, excise, real or
personal property, capital, withholding, stamp, sales taxes, state taxes, local
taxes, "taxe professionnelle" and other employment related taxes concerning the
employees of the Company or of its Subsidiaries, or any other taxes or charges
in the nature of the taxes described above, and any assessments, duties, fees,
or other governmental charges (including interest and penalties associated
therewith), (ii) parafiscal charges ("taxes parafiscales") or "redevances",
(iii) employment contributions and social security contributions, (iv) any
liability for the payment of any amounts of the type described in clause (i)
above arising as a result of being a member (or ceasing to be a member) of any
corporate group, or being included (or required to be included) in any tax
return relating thereto, (v) any liability for the payment of any amounts of the
type described in clauses (i) and (ii) above as a result of any obligation to
indemnify or otherwise assume or succeed to the liability of any third party,
and (vi) any penalties, fines, charges, surcharges and interest in connection
with the items mentioned under (i) through (v).

US Parent Contribution shall have the meaning set forth in the fourth paragraph
of the Recitals of this Agreement.



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               ARTICLE 2 -- CONTRIBUTION OF THE CONTRIBUTED SHARES


2.1.    CONTRIBUTION OF THE CONTRIBUTED SHARES -- ALLOCATION OF SHARES OF EBH

        Subject to the conditions precedent set forth in SECTION 6 hereafter,
        the Main Contributors shall, on the Closing Date, contribute all of the
        Main Contributors' Shares to EBH (the "CONTRIBUTION"), and EBH shall
        accept such Contribution. The shares to be contributed to EBH pursuant
        to the Contribution are hereafter referred to as the "CONTRIBUTED
        SHARES".


2.2.    ALLOCATION OF SHARES OF EBH -- ESCROW

2.2.1.  As a consideration for the Contribution, EBH shall issue, on the Closing
        Date, 46,613,735 new B shares of EBH (the "BELGIAN SHARES"). As a result
        of the Contribution, the Contributors shall hold up to thirty-five
        percent (35%) of the share capital of EBH. The Belgian Shares shall be
        issued to the Contributors pursuant to the terms of this Agreement and
        the Escrow Agreement. Eighty-five percent (85%) of the Belgian Shares
        (i.e., 39,621,675 Belgian Shares) shall be issued in the registered or
        the bearer form as notified by each Contributor to EBH prior to Closing
        Date and delivered to the Contributors on the Closing Date in accordance
        with table attached to this Agreement as EXHIBIT 2.2.1.(a). The
        remaining fifteen percent (15%) of the Belgian Shares (the "ESCROWED
        SHARES") shall be issued in the bearer form and remitted to the escrow
        agent for the benefit of the Main Contributors and deposited in an
        escrow account to be established by the US Parent, EBH and the
        Contributors pursuant to the escrow agreement set forth in EXHIBIT
        2.2.1(b) (the "ESCROW AGREEMENT").

2.2.2.  Should EBH acquire, prior to the Closing Date, in addition to the US
        Parent Contribution, other contributions of assets or shareholdings
        ("ADDITIONAL CONTRIBUTIONS"), the share percentage which shall be
        acquired by the Contributors as a result of the Contribution shall be
        reduced pro rata to the reduction of the percentage of the value of the
        total assets of EBH that are represented by the Contribution.


                      ARTICLE 3 - ADDITIONAL CONSIDERATION

Should the minority shareholding of the Company in the capital of Oreka be sold
within the fifteen (15) months following the date hereof, the Contributors shall
receive from EBH or the US Parent an additional consideration ("AC") calculated
(in Euros) as follows:

AC = 0.5 x [[(P - 549,289) (1 - CGT)] - [(4,500,000 - 549, 289) (1 - CGT)]]

Where "P" is the consideration received by the Company as a result of the
disposal of its Oreka shares and "CGT" is the statutory capital gain tax rate
applicable to corporations (currently 40%).


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If the result of such calculation is a negative amount, no money shall be paid
by any Party to any other Party in respect of the disposal of the Oreka shares.

Such AC should not, in any case, exceed 10% of the par value of the total
Belgian Shares. AC shall be paid as soon as practicable following payment, by
the purchaser of Oreka shares, of the price to the Company. Should the
consideration be received by the Company in several installments, or should it
be paid in shares or other non-cash instruments, AC shall start to be paid when
the Company has already received cash (or non-cash instruments immediately
saleable for cash) in excess of 4,500,000 Euros.



           ARTICLE 4 -- REPRESENTATIONS AND WARRANTIES BY CONTRIBUTORS


The French Individual Shareholders (and, with respect to the representations and
warranties contained in SECTIONS 4.5, 4.2.7 AND 4.4.3. (with respect to the
Contributors), the other Contributors) represent, warrant and agree to and with
the US Parent, as of the date hereof and as of the Closing Date (except for
those representations and warranties referring only to one of those two dates),
as follows, recognizing expressly that (i) the US Parent relies solely on the
representations and warranties contained herein, notwithstanding any information
to which the US Parent or its counsel may have had access during the course of
the negotiations or during its due diligence exercise, (ii) that the US Parent
has no responsibility to make any additional investigations regarding factual
matters that are the subject of such representation and warranties, and (iii)
that no representation shall be interpreted as limiting in any way whatsoever
the generality of any other representation herein unless the disclosure relating
to a particular representation clearly on its face applies to another
representation.



4.1.    ORGANIZATION AND STANDING

4.1.1.  Except as set forth in SCHEDULE 4.1.1., the Company and its Subsidiaries
        are duly incorporated and validly existing under their respective
        applicable Laws, with all requisite power and authority to conduct
        lawfully their businesses as presently conducted (including, without
        limitation, to own and use their assets as presently owned and used, and
        to perform all of their obligations under their Contracts).


4.1.2.  Except as set forth in SCHEDULE 4.1.2., all the corporate decisions
        taken by the Company or its Subsidiaries, or their respective
        shareholders or officers (mandataires sociaux) with regard to the
        Company or its Subsidiaries (including, without limitation, capital
        increases or reductions, contribution of shares or assets,
        transformations into another corporate form, change of name or of
        registered offices, issuance of shares or Deferred Equity Rights), have
        been taken in full compliance with their respective applicable Legal
        Requirements.


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4.1.3.  The Company is a societe anonyme whose registered offices are located 1,
        rue de Flandre, 75019 Paris, registered under number 388 387 425 RCS
        Paris.

4.1.4.  An up-to-date version of the Company's and its Subsidiaries' by-laws is
        attached hereto as SCHEDULE 4.1.4.


4.2.    CAPITALIZATION OF THE COMPANY

4.2.1.  As of the date hereof, the Company has a share capital of Euros
        2,342,107.70 divided into 40,228,403 A Shares and 6,613,751 B Shares,
        with a par value of Euros 0.05 each.

4.2.2   SCHEDULE 4.2.2. sets forth a list of all Deferred Equity Rights issued
        by the Company an in force as of the date hereof, and indicates the
        identity of all of the holders of such Deferred Equity Rights and the
        number of shares of the Company they may acquire as a result of the
        exercise of such rights. No Deferred Equity Rights shall exist upon
        contribution of the Contributed Shares and transfer of the Sold Shares,
        except for Deferred Equity Rights which will become void in accordance
        with their terms or if earlier exercised, will be subject to a drag
        along right as set forth in Article 3 of the "Engagement Contractuel"
        attached to the Shareholders Agreement found in SCHEDULE 4.2.11.

4.2.3.  Except as set forth in SCHEDULE 4.2.3., between the date hereof and the
        Closing Date, there shall be no modification in the share capital of the
        Company other than modifications resulting from the exercise of Deferred
        Equity Rights.

4.2.4.  Deleted.

4.2.5.  Except as set forth in SCHEDULE 4.2.5., all the share capital of the
        Company and of its Subsidiaries has been fully paid-up.

4.2.6.  All of the Contributors' Shares are and shall have been as of the
        Closing Date issued in full compliance with all applicable Legal
        Requirements and are shall have been duly authorized and validly issued.

4.2.7.  Except as set forth in SCHEDULE 4.2.7., the Contributors own and shall
        own on the Closing Date the full property of all of the all of the
        Contributors' Shares, free and clear of all Encumbrance.

4.2.8.  Except for the Issued Warrants and the Issued Stock Options set forth in
        SCHEDULE 4.2.2, the Company and its Subsidiaries have issued no Deferred
        Equity Rights that are still in force, and the Company and its
        Subsidiaries are under no obligation to issue such Deferred Equity
        Rights.

4.2.9.  The Company and its Subsidiaries have issued no non-voting preferred
        shares, "founder's share" (part de fondateur) or similar shares, or
        shares with double or multiple voting rights, and each share of the
        Company and of its Subsidiaries is entitled to one voting right.


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4.2.10. Except as set forth in SCHEDULE 4.2.10. hereto, the Company and its
        Subsidiaries are not under any obligation, directly or indirectly, to
        contribute capital in any corporation, partnership, joint venture,
        proprietorship, or other similar entity.

4.2.11. Except as set forth in SCHEDULE 4.2.11. hereto, the transfer, as
        contemplated herein, of the Contributors' Shares is neither barred nor
        restricted by applicable Legal Requirements, by the by-laws of the
        Company or of the relevant Subsidiary, as the case may be, by
        shareholders' agreements, or by any other regulation.

4.2.12. Upon completion of the Closing transactions referred to in SECTION 7
        hereafter, all of the Contributed Shares shall be contributed to EBH.

4.3     SUBSIDIARIES -- INVESTMENTS

4.3.1.  SCHEDULE 4.3.1. sets forth a list of all of the Subsidiaries and
        Investments and indicates the percentage of the Company's or of the
        Subsidiaries' direct or indirect interest in each such Subsidiaries and
        Investments. The information contained in SCHEDULE 4.3.1. is complete
        and accurate. The Company or its Subsidiaries have no interest in any
        other company or legal entity (including, in particular, any company or
        entity for which the Company or its Subsidiaries may be held liable
        without limitation), except for SICAV or mutual funds shares acquired in
        the ordinary course of their businesses.


4.3.2.  Hortensia B.V., iBazar UK Ltd, iBazar Pro SARL, iBazar Pro NL BV, VAC
        and iBazar Belgium SA are non operating companies, have no employees and
        have no assets other than those listed in SCHEDULE 4.3.2., and have no
        operations and no liabilities except those associated with maintaining
        the existence of the companies and the ownership of their assets, which
        liabilities (including contingent liabilities) are not in excess of
        Euros 25,000 per company; and no event, fact or circumstance having its
        origin prior to the Closing Date shall create any liability in excess of
        25,000 Euros for any such companies.

        It is proposed that the specific condition precedent set forth in
        Section 6.2.15 be fulfilled through the transfer of the totality of the
        shares of Forum on the Net to iBazar. Should this be the solution
        confirmed by the Parties, the French Individual Shareholders would, in
        respect of Forum on the Net, make the same representations and give the
        same warranties as those set forth in the first paragraph of this
        SECTION 4.3.2 in respect of the six non operating companies mentioned
        above (except that the only assets of Forum on the Net are the domain
        names "massbazar.fr", "ebay.fr" and the trademark "eBay").

4.3.3.  Except as set forth in SCHEDULE 4.3.3., no event, fact or circumstance
        concerning the Investments and having its origin prior to the Closing
        Date shall create any liability for the Company or its Subsidiaries.


4.3.4.  Except as set forth in SCHEDULE 4.3.4.,at the Closing Date, none of the
        Contributors shall own, directly or indirectly, any interest in any of
        the Subsidiaries or Investments.

4.3.5.  The Company has good, valid and marketable title to the shares of the
        Subsidiaries, free and clear of Encumbrances (other than those contained
        in the charter documents of the Subsidiaries and those mandated by Legal
        Requirements).


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4.4.    CORPORATE RECORDS -- BANKRUPTCY

4.4.1.  Except as set forth in SCHEDULE 4.4.1., the Company's and the
        Subsidiaries' corporate records, including, without limitation, their
        by-laws (statuts), minute books, shareholders accounts and, generally,
        all registers and corporate documents required to be created, kept,
        maintained, amended, and/or updated by applicable Legal Requirements,
        have been so created, kept, maintained, amended, and/or updated by the
        Company or its Subsidiaries, as the case may be, in all material
        respects with such Legal Requirements, and are accurate, up to date, and
        complete in all material respects.

4.4.2.  Except as set forth in SCHEDULE 4.4.2., the filings of the Company and
        of the Subsidiaries with the Offices of the Clerk of the Commercial
        Court or with the relevant administration pursuant to applicable Legal
        Requirements are complete and up-to-date in all material respects.

4.4.3.  The Contributors, the Company and its Subsidiaries have never been
        subject to any bankruptcy, dissolution, liquidation, temporary stay of
        proceedings or similar procedure and have never been insolvent or
        incapable of paying their debts, and to the best knowledge of the
        Contributors, no such proceedings are threatened by any third party in
        connection with any such procedure; except as indicated in SCHEDULE
        4.4.3., no receiver has been appointed to administer all or parts of the
        assets of the Contributors, the Company or of its Subsidiaries and, to
        the Contributors' Best Knowledge, no proceedings are threatened in
        connection with any such appointment.

4.4.4.  The Company or its Subsidiaries (and their respective officers and
        managers), shall incur no liability of any nature whatsoever in
        connection with the liquidation of Uplift Technology and of Cation SARL.


4.5.    AUTHORITY, ENFORCEABILITY, NO CONSENTS

4.5.1.  Each Contributor has all power, authority and capacity to conclude and
        execute this Agreement and all other agreements and transactions
        contemplated herein, and to perform its obligations provided for
        therein.

4.5.2.  This Agreement and all other agreements contemplated herein have been or
        will be as of the Closing Date (or at a later time to the extent
        expressly stated herein) duly executed and delivered by each of the
        Contributor and constitute or will constitute legal, valid and binding
        obligations enforceable against each of the Contributors.

4.5.3.  Neither the execution and delivery by each of the Contributors of this
        Agreement or any of the other Exhibits attached hereto, nor the
        performance by each of the Contributors of its obligations hereunder and
        thereunder, require the consent or approval of, or filing with, any
        person or any authority.


                                       12
<PAGE>   13

4.6.    NO VIOLATION

        Except as set forth in SCHEDULE 4.6., the execution, delivery or
        performance of this Agreement or any other agreement or transaction
        contemplated herein, will neither (i) result in a violation or breach of
        the terms, conditions or provisions of, or constitute a default under,
        the by-laws of the Company or its Subsidiaries or any Material Contract
        under which the Company or its Subsidiaries are bound, (ii) violate or
        affect the validity of any Company Permit, nor (iii) result in the
        creation or execution of an Encumbrance upon the assets or the shares or
        the Company or of its Subsidiaries nor (iii) violate any applicable
        Legal Requirements.


4.7.    FINANCIAL STATEMENTS

4.7.1.  The unaudited consolidated balance sheet, income statement and certain
        notes thereto of the Company as of December 31, 2000 attached hereto as
        SCHEDULE 4.7.1. (the "FINANCIAL STATEMENT"), have been prepared in
        accordance with GAAP applicable to each Subsidiary - and the
        consolidation complies with French GAAP - in accordance with past
        practice, are true and accurate and set out a fair view of the results
        of operations and of the financial position of the Company and of its
        Subsidiaries (sont sinceres et donnent une image et fidele de du
        patrimoine, de la situation financiere et du resultat de l'entreprise)
        as of December 31, 2000. All liabilities are properly reserved against
        in the Financial Statements in accordance with applicable GAAP.

4.7.2.  Deleted.

4.7.3.  The Company or its Subsidiaries have no indebtedness, liability, claim
        or obligation of any nature, fixed or contingent, liquidated or
        unliquidated, secured or unsecured of a type that would be recorded in
        the company's financial statements if applied on a consistant basis,
        except (i) liabilities specifically described and reflected at their
        precise accounting value in the Financial Statements, (ii) fixed
        liabilities incurred in the ordinary course of business on commercially
        reasonable terms since December 31, 2000, (iii) fixed commercial
        obligations to perform pursuant to executory Contracts entered into in
        the ordinary course of business on commercially reasonable terms,
        consistent with past practices, and not in default, (iv) liabilities of
        less than Euros 75,000 and (v) liabilities specifically disclosed and
        reflected at their precise accounting value in SCHEDULE 4.7.3. hereto.
        To the Contributors' Best Knowledge, there is no existing condition,
        situation or set of circumstances which will result in any such
        liabilities except for the liabilities identified in this SECTION
        4.7.3.

4.7.4.  Deleted.

4.7.5.  With the exception of the items that are mentioned expressly and
        specifically in the Financial Statements, and except as set forth in
        SCHEDULE 4.7.5. hereto, the Company or its Subsidiaries do not have or
        have not consented to, as the case may be, any off-balance-sheet
        commitments ("engagements hors-bilan"), sureties, guarantees, letters of
        credit, comfort letters or similar commitments.


                                       13
<PAGE>   14

4.8.    BANK ACCOUNTS

        SCHEDULE 4.8. sets forth a complete and accurate list of all the bank
        accounts of the Company and of its Subsidiaries, and of the current
        mandates and powers of signature in respect to such bank accounts.


4.9.    TAXES

4.9.1.  Except as set forth in SCHEDULE 4.9.1., the Company and/or its
        Subsidiaries, as the case may be, have (i) filed or made when due all
        required Tax forms, declarations and statements, including, without
        limitation, those relating to corporate income, professional, and value
        added taxes, custom duties and charges, and social security
        contributions, which are correct and complete in all respects, (ii)
        fully paid when due, or reserved all Taxes in the Financial Statements
        which they owed as of December 31, 2000 in accordance with French GAAP
        as consistently applied by the Company, and (iii) retained copies of all
        written information or statements made to the tax authorities or, as the
        case may be, to any competent authority.

4.9.2.  The Financial Statements properly reflect any amount of unpaid Taxes of
        the Company or of its Subsidiaries due, accrued or otherwise
        attributable to the period ending December 31, 2000.

4.9.3.  The Company or its Subsidiaries have not benefited from any Tax
        advantages which may be cancelled or which they may have to reimburse
        due to the contribution of the Contributed Shares to EBH or the transfer
        of the Sold Shares to the US Parent.

4.9.4.  Except as set forth in SCHEDULE 4.9.4, no election or position has been
        taken by the Company or its Subsidiaries that would have the effect of
        (i) deferring any profits or Taxes from a period prior to the Closing
        Date to a period after the Closing Date, or (ii) accelerating any item
        of deduction, depreciation or loss from a period commencing after the
        Closing Date to a period ending on or prior to the Closing Date.

4.9.5   Except as set forth in SCHEDULE 4.9.5., the Company and its Subsidiaries
        are fully entitled to benefit from their Tax credits. No event, fact or
        circumstance having its origin prior to the Closing Date shall result in
        the obligation by the Company or its Subsidiaries to reimburse to the
        relevant tax administration all or part of amounts paid by the Tax
        administration to the Company or its Subsidiaries in connection with
        such Tax credit including, without limitation, in connection with their
        VAT credit ("credit de TVA").

4.9.6   All documents under which the Company or its Subsidiaries have any right
        or interest and which attract stamp or transfer duty in France or
        elsewhere have been duly stamped, and the Company or its Subsidiaries
        have duly paid all stamp and transfer duties to which they were or are
        liable.



                                       14
<PAGE>   15

4.9.7.  Except as disclosed in SCHEDULE 4.9.7., neither the Company nor its
        Subsidiaries have, within the past three years, been the subject of any
        investigation, audit or visit by any Tax authority and there has been no
        Tax reassessment of the Company or of its Subsidiaries.

4.9.8.  The Company or its Subsidiaries will have no liabilities with respect to
        Taxes due to the contribution of the Contributed Shares to EBH or the
        transfer of the Sold Shares to the US Parent.


4.10.   CONTRACTS


4.10.1  SCHEDULE 4.10.1. contains an accurate and complete list of all Contracts
        (other than employment agreements) to which the Company or its
        Subsidiaries are a party or which have been notified in writing to the
        Company or its Subsidiaries and by which any of their assets or
        properties are bound or affected and which (i) involve the obligation
        (including contingent obligations) to pay by or to the Company or its
        Subsidiaries over the term of the Contract, amounts in excess of Euros
        75,000 in the aggregate or (ii) may not be terminated without penalty
        exceeding Euros 75,000 upon less than a sixty (60) days prior notice
        (the "MATERIAL CONTRACTS").

4.10.2  (i) All Contracts listed in SCHEDULE 4.10.2.(a) hereafter are binding
        and enforceable (subject to unavailability of specific performance, or
        the consequences of insolvency or bankruptcy) according to their terms
        and the applicable Law by the Company or its Subsidiaries in accordance
        with their respective terms. In addition, to the Contributors' Best
        Knowledge, and except as set forth in SCHEDULE 4.10.2., all Material
        Contracts and all Contracts mentioned in SECTION 4.10.3. hereafter
        (other than those listed in SCHEDULE 4.10.2.(a)) are binding and
        enforceable according to their terms and Law by the Company or its
        Subsidiaries in accordance with their respective terms.


                                       15
<PAGE>   16

        (ii) Except as set forth in SCHEDULE 4.10.2., neither the Company nor
        its Subsidiaries are in default in any material respect under any of
        their Material Contracts or in respect of any Contract mentioned in
        SECTION 4.10.3. hereafter and, to the Contributors' Best Knowledge,
        there is no basis for any valid claim of default or violation under any
        such Material Contract.

        (iii) Except as set forth in SCHEDULE 4.10.2., no notice or other
        written communication alleging any actual, alleged or possible
        violation, breach or default under any Material Contract or in respect
        of any Contract mentioned in SECTION 4.10.3. hereafter has been received
        by the Company or any of its Subsidiaries. No other party to a Material
        Contract has requested that such Material Contract be amended or
        terminated.

4.10.3  Except as set forth in SCHEDULE 4.10.3., neither the Company nor its
        Subsidiaries are a party to any Contract containing an undertaking on
        their part not to compete in any business, industry or geographical area
        to comply with exclusivity provisions.

4.10.4. Except as set forth in SCHEDULE 4.10.2., all Contracts conform to, and
        were entered into accordance with, applicable Legal Requirements in all
        material respects.

4.10.5. Except for the Contracts listed in SCHEDULE 4.10.5., none of the
        Material Contracts contains a clause allowing a person or legal entity
        other than the Company or its Subsidiaries, as the case may be, to
        terminate or modify such agreement because or due to the contribution of
        the Contributed Shares to EBH or the transfer of the Sold Shares to the
        US Parent.

4.10.6. Except as set forth in SCHEDULE 4.10.6., the Company or its Subsidiaries
        are not parties to any joint-venture, societe en participation, or to
        any comparable arrangement involving sharing of profits or of
        liabilities.

4.10.7. The Company or its Subsidiaries do not have any obligation to indemnify,
        in whatever form (including through a price reduction or any other
        mechanism) in connection with (i) the contribution agreement with
        Liberty Surf dated July 24, 2000, (ii) the share transfer agreement with
        BIBOP -- CARIRE dated March 16, 2000 and (iii) the transfer of the
        shares of Telestore SARL to Pierre - Francois Grimaldi (See SCHEDULE
        4.10.7.).


4.11.   ASSETS - PERMITS

4.11.1. Except as set forth in SCHEDULE 4.11.1., the Company and its
        Subsidiaries have good, valid and marketable title to the assets owned
        by them (excluding the Owned Intellectual Property and the Licensed
        Intellectual Property), free and clear of Encumbrances. The assets
        validly used by the Company and its Subsidiaries (including the Owned
        Intellectual Property and the Licensed Intellectual Property) are
        sufficient for the operation of the Company and of its Subsidiaries as
        presently conducted.



                                       16
<PAGE>   17

4.11.2. Except for normal wear and tear, all the buildings and equipments used
        by the Company or its Subsidiaries are in a good state of operating
        condition and repair.

4.11.3. SCHEDULE 4.11.3. sets forth an accurate and complete list of all Company
        Permits and includes the expiration date and renewal status of all such
        Company Permits. Except as otherwise specified in SCHEDULE 4.11.3., the
        Company Permits are sufficient for the operation of the Company and of
        its Subsidiaries as presently conducted, in full compliance with
        applicable Legal Requirements. Except as otherwise specified in SCHEDULE
        4.11.3. (i) all Company Permits are in full force and effect, (ii) any
        applications for renewal of any Permit due prior to the Closing Date
        have been or shall be timely filed prior to such Closing Date, (iii) no
        proceeding or other legal action to modify, suspend, revoke, withdraw,
        terminate or otherwise limit any such Company Permit is pending or, to
        Contributors' Best Knowledge, threatened, (iv) the Company and its
        Subsidiaries have made all payments required to be made under all
        Company Permits, and have acted in full compliance with the terms and
        requirements of such Permits, (V) no event has occurred and no condition
        or circumstance exists that constitutes a violation or failure to comply
        with any Company Permit, and (vi) no administrative or governmental
        actions have been taken or, to the Contributors' Best Knowledge,
        threatened in connection with the expiration, continuance or renewal of
        such Permits which could affect the ability of the Company or of its
        Subsidiaries to own any assets, to operate, use or maintain any assets
        or to conduct any of their operations in substantially the same manner
        in which such operations were conducted on the date hereof.



4.12.   COMPLIANCE WITH LEGAL REQUIREMENTS

        Except as set forth in SCHEDULE 4.12., the Company and its Subsidiaries
        are each in material compliance with all Legal Requirements applicable
        to them.


4.13.   INSURANCE

4.13.1. SCHEDULE 4.13.1. contains a complete and accurate list of the insurance
        policies that currently insure the assets or operations of the Company
        or of its Subsidiaries, and contains a description of the main features
        and of any unusual clause of said insurance policies (including a
        description of the insured risks and of the limits and franchises to any
        claim under the relevant insurance policy).

4.13.2. Except as set forth in SCHEDULE 4.13.2., all premiums due and payable
        regarding such policies are and/or have been fully paid, no such
        premiums are subject to retroactive adjustment, and such policies are,
        in respect of the nature of the risks insured against and the amount of
        coverage provided, in force.

4.13.3. The Company and its Subsidiaries (i) have not failed to give any notice
        or to present any claim under such insurance policies in a timely
        fashion, (ii) have not received any


                                       17
<PAGE>   18

        notification of the cancellation of any such policies or that any of
        them will not be renewed, (iii) have never been refused insurance for
        any reason, and have not, since January 1, 1999, incurred any
        liabilities with respect to risk insured in excess of their insurance
        coverage.

4.13.4. Since January 1, 1999, the Company and its Subsidiaries have not
        received from any of their past or present insurance carriers a notice
        of denial of coverage, or a notice reserving the insurer's rights under
        the policy, including the right to deny coverage.


4.14.   EMPLOYEE MATTERS

4.14.1. SCHEDULE 4.14.1. contains a list of all employees and officers
        (mandataires sociaux) of the Company and its Subsidiaries as at the date
        hereof. Such list indicates such employees' current and committed future
        (if any) Compensation, and any current or future liability or commitment
        of the Company or of its Subsidiaries towards such employee or officer
        more favorable than the requirements of applicable Legal Requirements or
        of the applicable collective bargaining agreement. "COMPENSATION" shall
        include the employee or officer's gross annual compensation (whether in
        the form of salaries, commissions, profit sharing, vacation pay, or
        other supplemental advantages and compensation - but not including
        advantages resulting from the Issued Warrants and the Issued Stock
        Options). None of the employees or officers mentioned above has notified
        the Company or, as the case may be, a Subsidiary, of his intention to
        resign from his duties or to terminate his employment agreement.

4.14.2. The standard employment agreements of the Company and of its
        Subsidiaries are attached hereto as SCHEDULE 4.14.2..

4.14.3. SCHEDULE 4.14.3. lists (i) any employment contract that differs in any
        material way from the provisions of the Company's or the Subsidiaries'
        standard employment contracts, (ii) any arrangements involving loans or
        guarantees given by the Company or its Subsidiaries to or for any
        employee (indicating the amount involved), (iii) any arrangements
        involving any indebtedness of the Company or its Subsidiaries to any
        employee other than accrued salaries, bonuses, vacation time, and
        expenses (indicating the amount involved), other than indebtedness
        resulting from Issued Stock Options and Issued-Warrants.

4.14.4. SCHEDULE 4.14.4. contains a complete and accurate list of the collective
        bargaining agreements applicable to the Company and its Subsidiaries.

4.14.5. Except as set forth in SCHEDULE 4.14.5., neither the Company nor its
        Subsidiaries are experiencing, or have experienced in the past, any
        strikes, slowdowns, or other collective labor disputes, and, to the
        Contributors' Best Knowledge, none are expected.

4.14.6. Except as set forth in SCHEDULE 4.14.1. or referred to in SECTION
        4.14.1. above, no employee or officer of the Company or its Subsidiaries
        has been granted any advantage, of any nature whatsoever, more favorable
        than the requirements of applicable Legal


                                       18
<PAGE>   19

        Requirements or of the applicable collective bargaining agreement. In
        particular, without limitation, neither the Company nor its Subsidiaries
        have any obligation toward any employee for a termination notice period
        or for a termination indemnity greater than the notice period and
        indemnity required by applicable Legal Requirements and by the
        applicable collective bargaining agreement.

4.14.7. The Company is not required to comply with the provisions of the law of
        January 19, 2000 relating to the 35 hours work week until January 1,
        2002.

4.14.8. There are no health or life insurance, pension, profit-sharing,
        retirement, bonus, incentive, profit-sharing, stock-option, warrants,
        insurance, severance or other employee benefit plans or arrangements, in
        which any employee of the Company or its Subsidiaries participates (the
        "BENEFIT PLANS") except those listed in SCHEDULE 4.14.8. and except for
        the Issued Warrants and the Issued Stock Options or the Benefit Plans
        which are required by applicable Legal Requirements or the applicable
        collective bargaining agreement. The Company and its Subsidiaries comply
        in all material respects with their obligations under applicable Legal
        Requirements and pursuant to the applicable collective bargaining
        agreement in connection with the Benefit Plans.

4.14.9. All liabilities relating to the Benefit Plans as of December 31, 2000,
        including, without limitation, any retirement Benefit Plans, have been
        properly reserved against in the Financial Statements or are otherwise
        clearly and completely disclosed in the notes to the Financial
        Statements to the extent required by applicable GAAP. Except as set
        forth in SCHEDULE 4.14.9., the contribution of the Contributed Shares to
        EBH or the transfer of the Sold Shares to the US Parent through the
        cashing out of the Cashed Out Shareholders will not create any
        liabilities under any Benefit Plans or any Contracts with employees and
        shall not result in any Tax or other liability for the US Parent, EBH or
        the Company.


4.14.10.Except as set forth in SCHEDULE 4.14.10., there are no scheduled or
        agreed upon future increases in the amount of the Benefit Plans or of
        the Compensation of the employees and directors of the Company or of its
        Subsidiaries, other than those required by applicable Legal Requirements
        or by the applicable collective bargaining agreement.

4.14.11.No key employee of the Company or its Subsidiaries listed in SCHEDULE
        6.2.10. has indicated his or her intention to terminate his or her
        employment.



                                       19
<PAGE>   20


4.15.   INTELLECTUAL PROPERTY RIGHTS

4.15.1. SCHEDULE 4.15.1. sets forth a list of all Owned Intellectual Property
        Rights. All Owned Intellectual Property is fully owned and, where
        applicable, validly registered in the name of the Company or of its
        Subsidiaries, free and clear of all Encumbrances. Except as set forth in
        SCHEDULE 4.15.1., there exist no proceedings contesting the validity or
        enforceability of, or the right of the Company or of its Subsidiaries to
        use or otherwise exploit, the Owned Intellectual Property and, to the
        Contributors' Best Knowledge, no such proceedings are threatened. Except
        as set forth in SCHEDULE 4.15.1. and to the Contributors' Best
        Knowledge, none of the Owned Intellectual Property is being infringed
        upon or appropriated by third parties. Except as set forth in SCHEDULE
        4.15.1. there are no geographic restrictions on the use by the Company
        or by its Subsidiaries of the Owned Intellectual Property. SCHEDULE
        4.15.1. also includes a list of all Intellectual Property Rights
        submitted for registration and rejected by the competent authority.

4.15.2. SCHEDULE 4.15.2. sets forth all Licensed Intellectual Property. All
        rights to Licensed Intellectual Property have been granted pursuant to
        binding and enforceable (according to their terms and Law) license
        agreements. There exist no proceedings contesting the validity or
        enforceability of, or the right of the Company or of its Subsidiaries to
        use or otherwise exploit, the Licensed Intellectual Property pursuant to
        the applicable agreements and, to the Contributors' Best Knowledge, no
        such proceedings are threatened.

4.15.3. Except as set forth in SCHEDULE 4.15.3., neither the Company and its
        Subsidiaries, nor any of their employees during the duration of their
        employment agreement, have infringed or are infringing any Intellectual
        Property Rights of a third party and, to the Contributors' Best
        Knowledge and except as set forth in SCHEDULE 4.15.3., there is no
        outstanding claim made by any other third party against the Company or
        its Subsidiaries, or their employees, for breach of any of such third
        party's intellectual property rights.

4.15.4. Except for software installed by employees for their own use without
        knowledge of the Company, the Company or its Subsidiaries own or have
        obtained valid rights to use all software installed on any computer used
        or in connection with their businesses, and no software currently is
        installed on any such computer without the Company or its Subsidiaries
        having obtained the right to so install such software.

4.15.5. Except as set forth in SCHEDULE 4.15.5., none of the employees of the
        Company or of its Subsidiaries own any right in the Owned or Licensed
        Intellectual Property Rights.

4.15.6. Except as set forth in SCHEDULE 4.15.6., the Company and its
        Subsidiaries own or have obtained valid rights to use all content used
        on each of their web sites, and no third parties have any rights to the
        "look and feel" (charte graphique) used on any of such web sites.


                                       20
<PAGE>   21


4.15.6. Except as set forth in SCHEDULE 4.15.7., the Contributors do not
        directly or indirectly own any trademark or domain name which may be
        similar to, or be confused with, the trademarks or domain names
        currently owned or used by the Company or by its Subsidiaries.

4.16.   REAL PROPERTY

4.16.1. Neither the Company nor its Subsidiaries own any real property.

4.16.2. SCHEDULE 4.16.2. sets forth a list of all real property leased by the
        Company or its Subsidiaries. The Company and its Subsidiaries have valid
        leasehold interests in all of the real property listed in Schedule
        4.16.2., and all leases and subleases listed therein are in full force
        and effect. Neither the Company nor its Subsidiaries are in default in
        any material respect under any of such leases or subleases. Copies of
        all lease agreements and amendments thereto related to each property
        listed on SCHEDULE 4.16.2. are attached to SCHEDULE 4.16.2. There are no
        leases of properties formerly held by the Company or its Subsidiaries
        under which the Company or its Subsidiaries have any actual or
        contingent liability, except for the remaining rent under the lease
        agreement entered into between the Company and Telestore SARL.


4.17.   PERSONAL PROPERTY

        The Company or its Subsidiaries have good title or valid leasehold
        interests, in each instance free and clear of any rights in favor of
        third parties (except for those reflected in the Financial Statements)
        to the owned or leased tangible personal property and assets used by
        them in their businesses.

4.18.   ENVIRONMENTAL MATTERS


        The Company and its Subsidiaries have complied in all material respects
        with all applicable environmental Legal Requirements. Neither the
        Company nor any Subsidiary has ever received any notice from any person
        or entity relating to any actual, alleged or potential liability arising
        from such requirements.


4.19.   COMPUTER SYSTEMS


                                       21
<PAGE>   22

4.19.1  Except as set forth in SCHEDULE 4.19.1., all computer systems used by
        the Company or its Subsidiaries were acquired new and have not been
        reconditioned, have been properly used, maintained and serviced in
        accordance with the manufacturer's instructions and have at all material
        times functioned in a manner which would be satisfactory to a reasonably
        skilled person engaged in the same type of business.

4.19.2. The Company and its Subsidiaries have in place adequate back-up
        arrangements designed to ensure continuance of theirs businesses without
        loss of customer data and without additional expense, in the event of
        computer hardware or software breakdown, malfunction or in the event of
        power failure.

4.20.   DATA PRIVACY COMPLIANCE

4.20.1. Except as set forth in SCHEDULE 4.20.1., neither the Company nor its
        Subsidiaries have disclosed, obtained, processed or transferred among
        themselves or to third parties any personal data in violation of
        applicable Legal Requirements.

4.20.2. Except as set forth in SCHEDULE 4.20.2., the Company and its
        Subsidiaries have at all times maintained adequate data protection
        registrations in respect of themselves and have obtained, processed and
        disclosed personal data within the terms of such registrations.


4.21.   EMU COMPLIANCE

4.21.1. Except as provided on SCHEDULE 4.21.1., all the computer, information
        processing and reporting systems used by the Company are EMU Compliant,
        where "EMU COMPLIANT" means:

        (a) the use of Euro denominated data will not cause any interruptions or
        errors in performance of the hardware, software or facilities;

        (b) the hardware, software and facilities will convert (i) any currency
        unit used by the hardware, software or facilities into Euros, and (ii)
        Euros into any currency unit used by the hardware, software or
        facilities accurately, consistently and in accordance with all Legal
        Requirements and applicable GAAP;

        (c) the hardware, software and facilities will perform rounding
        calculations accurately, consistently and in accordance with all Legal
        Requirements and applicable GAAP, and that rounded values will not cause
        any interruptions or errors in performance;

        (d) the hardware, software and facilities will operate using financial
        data expressed in either or both the original currency and Euros,
        without interruption or error, and with interfaces between original
        currency and Euro denominated functions which do not cause any
        interruptions or errors in performance; and

        (e) data which have been converted, processed or manipulated for use by
        the hardware, software or facilities will not cause any interruptions or
        errors in performance.

4.21.2. Any and all representations, warranties or guarantees made by the
        Company or its



                                       22
<PAGE>   23

        Subsidiaries, as the case may be, to customers of the Company of its
        Subsidiaries to the effect that the software, hardware, computer systems
        or other computer equipment used by the Company or by its Subsidiaries
        is EMU Compliant are true and accurate in all respects.

4.22.   ABSENCE OF MATERIAL CHANGES

        Except as set forth in SCHEDULE 4.22, since December 31, 2000, the
        Company and its Subsidiaries have not:

        (a)    suffered any material adverse change, whether or not caused by
               any deliberate act or omission which would affect their
               operations, assets, liabilities, or business prospects;

        (b)    issued or sold any debt securities;

        (c)    incurred any liabilities, indebtedness, or obligations, or
               entered into any contract or agreement, except in the ordinary
               course of business and for amounts not exceeding, individually,
               Euros 75,000, or Euros 250,000 in the aggregate and except for
               intra-group financing transactions in the ordinary course of
               business consistent with past practice;

        (d)    paid any amount on any indebtedness except when due and in the
               ordinary course of business;

        (e)    forgiven, cancelled, released or reduced any debts or claims owed
               to the Company or its Subsidiaries, except in the ordinary course
               of business and for amounts, in the aggregate, not exceeding
               Euros 100,000;

        (f)    suffered any damage or destruction to, or loss of, any assets
               (whether or not covered by insurance), with a net book value in
               excess of Euros 100,000 in the aggregate, and/or Euros 50,000 on
               an individual basis;

        (g)    disposed of any assets with a net book value in excess of Euros
               250,000 in the aggregate, and/or Euros 75,000 on an individual
               basis;

        (h)    written up or written down the carrying book value of any of
               their significant assets. For the avoidance of doubt, any
               depreciation resulting solely from the passage of time,
               consistent with past practices and in accordance with applicable
               GAAP shall not be considered a write-down of assets;

        (i)    changed the costing system or depreciation methods of accounting
               for their assets;

        (j)    acquired and/or disposed of any interest in any corporation,
               partnership, joint venture or other entity;


                                       23
<PAGE>   24

        (k)    redeemed, purchased or otherwise acquired, or sold, granted or
               otherwise disposed of, directly or indirectly, any of its capital
               stock or securities or any rights to acquire such capital stock
               or securities, including stock options or warrants, or agreed to
               change the terms and conditions pertaining to the exercise of any
               such rights;

        (l)    modified or amended the terms of any of the Material Contracts,
               except for insignificant modifications or amendments incidental
               to renewals made in the ordinary course of business;

        (m)    settled any civil claim made or action commenced against the
               Company or its Subsidiaries, except in the ordinary course of
               business, with the consent or on the advice of an insurance
               carrier (to the extent such claim is covered), and without
               admission of liability;

        (n)    settled, pleaded guilty to, paid a fine in respect of, or
               consented to the entry of any penalty, order, or injunction
               regarding, any criminal, penal, or administrative charges or
               proceedings filed or commenced against the Company or its
               Subsidiaries;

        (o)    distributed or authorized the distribution of dividends;

        (p)    entered into any other commitment or transaction or experienced
               any other event that has, or is reasonably expected to have, a
               material adverse effect on the condition, operations, business,
               or future prospects of the Company or its Subsidiaries;

        (q)    sold or licensed any Intellectual Property Rights;

        (r)    made any other decision out of the ordinary course of business.


4.23.   LEGAL PROCEEDINGS

4.23.1. SCHEDULE 4.23.1 sets forth a true, complete and correct list of all
        unsettled legal claims, proceedings, arbitration, mediations, or
        investigations notified to the Company or its Subsidiaries instituted or
        otherwise involving the Company or its Subsidiaries (or any of their
        directors and/or officers acting in their official capacity), and of all
        legal actions, claims or demands, which, to the Contributors' Best
        Knowledge, could lead to material proceedings, arbitration, mediations
        or investigations against the Company or its Subsidiaries (or any of
        their directors and/or officers acting in their official capacity),
        whether civil, criminal, regulatory, or administrative in nature (the
        "LEGAL PROCEEDINGS"). The list in SCHEDULE 4.23.1. sets forth the total
        alleged liability of the Company or its Subsidiaries for each of the
        listed Legal Proceedings, together with a description of the nature of
        the Legal Proceedings and of the demands made by or against the third
        party.


                                       24
<PAGE>   25

4.23.2. Except as set forth in SCHEDULE 4.23.1., the Company or its Subsidiaries
        are not now, nor to Contributors' Best Knowledge are they reasonably
        expected to become, subject to any court, arbitral, or administrative
        order, injunction, decree, or decision the continued effect of which, or
        the default, violation, contempt, or non respect of which could
        reasonably be expected to have an adverse effect on the operations or
        financial condition of the Company or its Subsidiaries.


4.24.   INTERESTED PERSONS AND BROKERS

4.24.1. Except for debts for accrued salaries, bonuses, vacation time or
        expenses, and except as listed in SCHEDULE 4.24., the Company or its
        Subsidiaries have no claims against, or debt to any Interested Person
        and no Interested Person has any claims against or owes money to the
        Company or its Subsidiaries.

4.24.2. Except as listed in SCHEDULE 4.24., the Company or its Subsidiaries have
        entered into no Contract, transaction or business dealing with any
        Interested Person which is still in force. To the Contributors' Best
        Knowledge, no Interested Person is a competitor of the Company or of its
        Subsidiaries, except (as the case may be) for the Interested Persons to
        GS Shareholders or Cisalpina.

4.24.3  The Company and its Subsidiaries have incurred no liability towards, and
        are not bound to make any payment to, any broker, agent, investment
        banker, finder or other intermediary in connection with the contribution
        of the Contributed Shares to EBH or the transfer of the Sold Shares to
        the US Parent.


4.25.   SUBSIDIES AND OTHER ADVANTAGES

4.25.1. The Company or its Subsidiaries have not benefited from any subsidies or
        any similar advantages which may be cancelled or which they may have to
        reimburse due to the contribution of the Contributed Shares to EBH or
        the transfer of the Sold Shares to the US Parent.


4.25.2. None of the Contributors, the Company, its Subsidiaries, or any
        shareholder, director, officer, employee, agent or other representative
        thereof, acting in his capacity of representative and on behalf of the
        Company or its Subsidiaries, has made, directly or indirectly, any
        payment or promise to pay, or gift or promise to give, or authorized
        such a promise or gift, of any money or other tangible or intangible
        item of value, to (i) any foreign official (as such term is defined
        under the Foreign Corrupt Practices Act of 1977) for the purpose of
        influencing any such official or inducing him/her to use his/her
        influence to affect any act or decision of any authority, or (ii) any
        foreign political party or official thereof or candidate for foreign
        political office for the purpose of influencing any official act or
        decision of such party, official or candidate, or inducing such party,
        official or candidate to use his/her/its influence to affect any act or
        decision of any


                                       25
<PAGE>   26


        authority, in each case in order to assist the Company or its
        Subsidiaries to obtain or retain business for, or direct business to,
        the Company or its Subsidiaries.


4.26.   ACCURACY OF SCHEDULES AND CERTIFICATES

4.26.1. All information concerning the Company and its Subsidiaries contained
        herein and in each attached Schedule is accurate.

4.26.2. The French Individual Shareholders have disclosed in the relevant
        Schedules of this SECTION 4 all information about facts or circumstances
        which they reasonably believe could have a material adverse effect on
        the Company or its Subsidiaries (excluding any information relating to
        general economic or political events, trends or occurrences).



          ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES BY THE US PARENT


5.1.    ORGANIZATION OF EBH

        The US Parent warrants to the Contributors as follows as of the Closing
        Date:

5.1.1.  As of the Closing Date, EBH shall be a duly organized in the form of a
        societe anonyme, validly existing and in good standing under Belgian
        Laws.

5.1.2.  Prior to the Contribution, the shareholders of EBH shall exclusively be
        the US Parent, and one other shareholder owning one share of EBH.

5.1.3.  The US Parent or one of its Affiliates shall have made the US Parent
        Contribution.

5.1.4.  As of the Closing Date, EBH shall have issued no Deferred Equity Rights,
        and shall be under no obligation to issue any such Deferred Equity
        Rights.

5.1.5.  As of the Closing Date, EBH, shall be under no obligation, directly or
        indirectly, to invest in any corporation, partnership, joint venture,
        proprietorship, or other form of business.

5.1.6.  Subject solely to the provisions of SECTION 2.2.2, as of the Closing
        Date, EBH shall have no material assets or liabilities other than those
        resulting from the US Parent Contribution and, if EBH elects to cash out
        the Cashed Out Shareholders, the Sold Shares and the sums loaned to EBH
        in order to finance the acquisition of such Sold Shares.

5.1.7.  The execution, delivery or performance of this Agreement or any other
        agreement or transaction contemplated herein, will neither conflict
        with, or result in a violation or breach of the terms, conditions or
        provisions of, or constitute a default under, the


                                       26
<PAGE>   27

        articles of incorporation of EBH or any agreement or other instrument
        under which EBH shall be bound.

5.1.8.  Subject solely to the provisions of SECTION 2.2.2., the Contributors
        shall, as a result of the Contribution, own 46 613 735 Belgian Shares
        (including the shares held in escrow pursuant to SECTION 2.2.), which
        shall represent no more than thirty-five percent (35) % of the share
        capital of EBH.


5.2.    ORGANIZATION AND AUTHORITY OF THE US PARENT

        The US Parent warrants to the Contributors as follows as of the date
        hereof and as of the Closing Date:

5.2.1.  The US Parent is a corporation organized under the Laws of the State of
        Delaware.

5.2.2.  The US Parent is duly organized, validly existing and in good standing
        under applicable Law.

5.2.3.  The US Parent has never been subjected to any bankruptcy, liquidation,
        temporary stay of proceedings or similar procedure and have never been
        insolvent or incapable of paying their debts, and to the US Parent's
        best knowledge, no such proceedings are threatened in connection with
        any such procedure; no receiver has been appointed to administer all or
        parts of the assets of the US Parent and, to the US Parent's best
        knowledge, no proceedings are threatened in connection with any such
        appointment.

5.2.4.  No interested party has requested the dissolution of the US Parent on
        any ground provided for by applicable Legal Requirements and, to the US
        Parent's best knowledge, no proceedings are threatened in connection
        with such a request.

5.2.5.  The US Parent has all power, authority and capacity to conclude and
        execute this Agreement and all other agreements and transactions
        contemplated herein.

5.2.6.  This Agreement and all other agreements contemplated herein have been or
        will be as of the Closing Date (or at a later time to the extent
        expressly stated herein) duly executed and delivered by the US Parent
        and are or will constitute legal, valid and binding obligations
        enforceable against the US Parent and EBH, provided, however, that no
        representation or warranty is made with respect to Article 5 of the
        Registration Rights Agreement, a copy of which is attached at SCHEDULE
        5.2.6.

5.2.7.  The execution, delivery or performance of this Agreement or any other
        agreement or transaction contemplated herein, will neither conflict
        with, or result in a violation or breach of the terms, conditions or
        provisions of, or constitute a default under, the articles of
        incorporation of the US Parent or any material agreement or other
        material instrument under which the US Parent is bound.


                                       27
<PAGE>   28

5.2.8.  The US Parent has filed all forms, reports and documents required to be
        filed by it with the SEC since January 1, 1999, and has made available
        to the Contributors such forms, reports and documents in the form filed
        with the SEC. All such required forms, reports and documents (including
        those that the US Parent may file subsequent to the date hereof) are
        referred to herein as the "Parent SEC Reports". As of their respective
        dates, the Parent SEC Reports (i) were prepared in accordance with the
        requirements of the Securities Act or the Exchange Act, as the case may
        be, and the rules and regulations of the SEC thereunder applicable to
        such Parent SEC Reports, and (ii) did not at the time they were filed
        (or if amended or superseded by a filing prior to the date of this
        Agreement, on the date of such filing) contain any untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary in order to make the statement therein, in the
        light of the circumstances under which they were made, not misleading.
        Except as disclosed in the Parent SEC Reports filed by the US Parent and
        publicly available prior to the date this representation is made, there
        has not been any material adverse change in the condition (financial or
        otherwise), assets, liabilities, business, operations, customers or
        prospects of the US Parent.

5.2.9.  Each of the audited consolidated financial statements of the US Parent
        (including any related notes and schedules thereto) included (or
        incorporated by reference) in its Annual Report on its most recent Form
        10-K and Form 10-Q is accurate and complete and fairly presents, in
        conformity with GAAP applied on a consistent basis through the periods
        involved (except as may be noted therein), and in conformity with the
        SEC's Regulation S-X, the consolidated financial position of Parent and
        its consolidated subsidiaries as of its date and the consolidated
        financial position of Parent and its consolidated subsidiaries as of its
        date and the consolidated results of operations and changes in financial
        position for the period then ended.



                        ARTICLE 6 -- CONDITIONS PRECEDENT


The Closing shall be subject to the fulfillment (or waiver by the relevant
Parties, as the case may be) of the conditions precedent mentioned hereafter:


6.1.    CONDITIONS PRECEDENT RELATING TO THE US PARENT AND TO EBH


6.1.1   The US Parent shall have performed and complied with, in all material
        respects, all material agreements and covenants required by this
        Agreement to be performed or complied with by it on or prior to the
        Closing.

6.1.2.  The US Parent shall have incorporated (immatricule) with the relevant
        Registry of Commerce EBH, in the form of a societe anonyme governed by
        the laws of Belgium and the by-laws attached at SCHEDULE 6.1.2..


                                       28
<PAGE>   29

6.1.3.  The US Parent or one of its Affiliates shall have contributed to EBH
        assets that shall have a value at least equal to 65% of the total value
        of EBH immediately after Closing.

6.1.4.  The shareholders of EBH shall have approved the Contribution as set
        forth in SECTION 2.1.1. above.

6.1.5.  The US Parent shall have undertaken in writing to acquire all of the
        Sold Shares from the Cashed Out Shareholders, for a price per share
        equal to $ 2.31, on the Closing Date.


6.2.    CONDITIONS PRECEDENT RELATING TO THE COMPANY AND TO THE CONTRIBUTORS


6.2.1.  The Contributors shall have performed and complied with, in all material
        respects, all material agreements and covenants required by this
        Agreement to be performed or complied with by them on or prior to the
        Closing.

6.2.2.  Except for newly created shares issued between the date hereof and the
        Closing Date as a result of the exercise by the beneficiaries of Issued
        Warrants or Issued Stock Options, the Company's share capitalization
        shall be as set forth in PARAGRAPH 3 of the Recitals.

6.2.3.  Deleted.

6.2.4.  Deleted.

6.2.5.  Deleted.

6.2.6.  The shareholders listed in SCHEDULE 6.2.6. shall have executed all
        documents necessary for the transfer of their shares in the Subsidiaries
        to the legal entities or individual shareholders listed in SCHEDULE
        6.2.6., for a consideration set forth in such SCHEDULE 6.2.6. as of the
        closing.

6.2.7.  All necessary consents, waivers, approvals, notices or filings in
        respect of any Material Contracts, including, without limitation, those
        agreements listed in SCHEDULE 6.2.7 to which any of the Contributors or
        the Company is a party, and which would be breached, terminated or
        materially modified or pursuant to which a material obligation would be
        imposed on the Company or its Subsidiaries as a result of the completion
        of the transaction described in this Agreement, shall have been
        obtained, given or made.

6.2.8.  All approvals by, notices or reports to, and filings with, any authority
        in connection with the transactions contemplated hereby which, if not
        made or obtained, could result in criminal sanctions, material civil
        sanctions or in restrictions in the future operation of the business of
        the Company or its Subsidiaries, shall have been made or obtained.


                                       29
<PAGE>   30

6.2.9.  Since the date of execution of this Agreement, there shall not have been
        any material adverse change in the condition (financial or otherwise),
        assets, liabilities, business, operations, customers or prospects of the
        Company. There shall not have been any event or circumstance
        constituting a breach of any representation or warranty contained in
        Section 4 which has caused or will cause a material adverse change.


6.2.10. As of the Closing Date, no more than one of the employees listed in
        Column A of SCHEDULE 6.2.10. attached hereto and no more than three of
        the employees listed in Column B of such schedule shall have left the
        Company or indicated in writing their intention to leave the Company.


6.2.11. The US Parent shall have received (a) duly executed letters of
        resignation, waivers and releases, as applicable, in form and substance
        reasonable and customary in the relevant country, and to be effective as
        of the Closing Date, from the directors and officers of the Company and
        its Subsidiaries and from the representatives of the Company on the
        board of Oreka, (b) executed waivers and releases from the Contributors,
        substantially in the form set forth as SCHEDULE 6.2.11 attached hereto.

6.2.12. The Contributors shall have caused the Company and its Subsidiaries to
        convene, prior to the Closing Date, a Board of Directors' meeting and/or
        a shareholders' meeting, as the case may be, of the Company and of its
        Subsidiaries, in order to appoint, effective on the Closing Date, the
        new officers of the Company and/or of its Subsidiaries chosen by the US
        Parent.

6.2.13. Deleted.

6.2.14. The audited financial statements as of December 31, 2000 shall have been
        remitted to EBH or the US Parent and the comparison with the Financial
        Statements attached hereto shall not reveal an adverse discrepancy of
        more than ten percent (10 %) in any of aggregate revenue, expenses,
        assets or liabilities, provided, however, that deviations due to changes
        in the reserves ("provisions") shall be disregarded for purposes of this
        Section 6.2.14 to the extent such deviations are less than 10,000,000
        Euros in the aggregate.


6.2.15. SPECIFIC CONDITION PRECEDENT

        As the US Parent has required the transfer of the domain name
        "massbazar.fr" as a condition precedent to Closing, in consideration of
        the transactions contemplated herein, Mr. Marc Piquemal, who owns the
        majority of the capital of Forum on the Net SARL (which company owns the
        domain names "massbazar.fr", "ebay.fr" and the trademark "eBay"), has
        offered to put it as a condition precedent to Closing that such domain
        names and trademark be transferred to iBazar upon Closing, in a spirit
        of good cooperation with the US Parent, which the other Contributors
        wish to join. It is proposed that this condition precedent be fulfilled
        through the transfer of the totality of the shares of Forum on the Net
        to iBazar for nominal consideration. Consequently, should this be the
        solution confirmed by the Parties, the French Individual Shareholders


                                       30
<PAGE>   31

        would make the representation and give the warranty set forth in the
        second paragraph of SECTION 4.3.2 hereof. The Parties recognize and
        agree that, should the Closing not take place, the existence of this
        condition precedent shall not constitute any admission nor any waiver of
        any of their respective rights or claims.


6.3.    CONDITIONS PRECEDENT RELATING TO THE AGREEMENT

6.3.1.  No proceedings which may materially affect this Agreement or the
        transactions contemplated hereby shall have been initiated by any person
        or governmental authority or threatened in writing by any governmental
        authority seeking to enjoin or otherwise restrain or to obtain an award
        for material damages from any Party hereto in connection with the
        consummation of the transactions contemplated hereby or to prohibit or
        limit the exercise by the US Parent or EBH of any material rights
        pertaining to the ownership of the Company or any of the Subsidiaries or
        claiming to own any capital stock or Deferred Equity Rights of the
        Company other than the Issued Warrants and the Issued Stock Options set
        forth in SCHEDULE 4.2.2. or the right to receive any consideration as
        the result of the transactions.

6.3.2.  The labor councils or similar bodies of the Company and/or of its
        Subsidiaries, if required by mandatory provisions of applicable Legal
        Requirements or by contractual obligations entered into by the Company
        and/or its Subsidiaries, shall have been consulted or shall have granted
        their approval or opinion (avis), as required by Legal Requirements,
        prior to the execution of this Agreement or prior to the transactions
        contemplated hereby as the case may be.

6.3.3.  Since the date of execution of this Agreement, there shall not have been
        any change in political or economic circumstances, or Laws, that would
        make the transactions contemplated hereby impractical or illegal.


6.3.4.  No filing shall have been made by any person, including the US Parent,
        EBH and the Company for composition, corporate reorganization or
        bankruptcy of the US Parent, EBH or the Company; the US Parent, EBH or
        the Company shall not have become insolvent or unable to pay any debts
        as they become due and shall not have explicitly or implicitly suspended
        payment of any debts as they became due.


6.3.5.  Antitrust clearances shall have been obtained from the relevant
        authorities of France and Spain, authorizing the transactions
        contemplated herein without condition or qualification.


6.4.    GENERAL PROVISIONS RELATING TO THE CONDITIONS PRECEDENT


6.4.1.  Each Party to this Agreement shall do whatever is in its power so that
        the conditions precedent listed above be fulfilled as soon as
        practicable, subject to the provisions of Sections 7.6 and 7.7 below.


                                       31
<PAGE>   32


6.4.2.  The conditions precedent listed under SECTION 6.1. above inure
        exclusively for the benefit of the Contributors, and can be waived only
        in writing by the Contributors. The conditions precedent listed under
        SECTION 6.2. above inure exclusively for the benefit of the US Parent,
        and can be waived only in writing by the US Parent. The conditions
        precedent listed under SECTION 6.3. above inure for the benefit of all
        Parties, and can be waived only in writing by all Parties. For the
        avoidance of doubt, the waiver by the US parent of the condition
        precedent mentioned under SECTION 6.2. above shall not prohibit the US
        Parent from seeking indemnification from the Contributors as a result of
        a Breach of any of the representations and warranties contained in
        SECTION 4 above.


                             ARTICLE 7 -- COVENANTS


The Contributors and the Company covenant to and agree with the US Parent as
follows:


7.1.    ACCESS

        The US Parent shall, from the date hereof until the Closing Date, be
        entitled, through its employees and representatives, to make such
        investigations of the property and such examination of the books,
        records and financial condition of the Company and its Subsidiaries, as
        the US Parent may reasonably request during normal business hours. No
        investigation by the US Parent shall, however, diminish or obviate in
        any way, or affect the US Parent's right to rely upon, any of the
        representations, warranties, covenants or agreements of the Contributors
        contained in this Agreement.


7.2.    PRE-CLOSING OPERATIONS


        From the date hereof until the Closing Date, without the US Parent's
        prior written consent, which consent shall not be unreasonably withheld
        with respect to Sections 7.2.2, 7.2.5 AND 7.2.6 below, the Contributors
        shall cause the Company and its Subsidiaries not to, and the Company and
        its Subsidiaries shall not take any of the following actions:


7.2.1   conduct its business in any manner or take or omit to take any action
        that would jeopardize the continuance of its material business
        relationships or cause any of Contributors' representations and
        warranties contained in this Agreement to be untrue at any time between
        the date hereof through and including the Closing Date;


7.2.2   except as expressly provided in this Agreement, enter into, amend,
        modify, terminate or permit to expire any Material Contracts or any
        Company Permits, or default (or take or omit to take any action that,
        with or without the giving of notice or passage of time or otherwise,
        would constitute a default) on any of its obligations under any Material
        Contracts or any Company Permits;


7.2.3   except as expressly provided in this Agreement, amend its Articles of
        Incorporation, or change its name or business;


                                       32
<PAGE>   33


7.2.4   except as expressly provided in this Agreement, enter into, amend,
        modify, terminate or permit to expire any agreement or transaction with
        or for the benefit of any of its Affiliates;


7.2.5   except as expressly provided in this Agreement, make any change to the
        compensation, benefit plans or other material terms of employment of its
        employees, except for (i) non-recurring bonuses the gross amount of
        which shall not exceed 5,000 Euros per individual and 50,000 Euros in
        the aggregate, provided that the individual threshold of 5,000 Euros may
        be raised to 15,000 Euros should a proposal be submitted to the US
        Parent and not expressly rejected by it within the two business days
        following submission, and (ii) severance payments in an amount not
        exceeding six months gross salary of the relevant employee plus any
        applicable social contributions.


7.2.6   (i) make any investments (whether in cash or other assets) exceeding
        50,000 Euros (excluding investments in money market funds and other cash
        equivalent investments), (ii) make any capital expenditures exceeding
        100,000 Euros other than as set forth in SCHEDULE 7.2.6. attached
        hereto, which sets forth anticipated expenditures until the Closing
        Date, (iii) incur, guarantee or otherwise become liable with respect to
        indebtedness exceeding 50,000 Euros other than bridge short-term loans
        (use of line of credit) to settle the accounts of the Company or any of
        its Subsidiaries, consistent with past practices, (iv) extend any loans
        or other credits in excess of 50,000 Euros, or (v) sell, transfer, lease
        or otherwise dispose of assets in any transaction or series of related
        transactions, other than in the ordinary course of business, with a fair
        market value in excess of 100,000 Euros, in each of the above (i)
        through (v) cases, whether individually or in the aggregate;


7.2.7   issue, sell, redeem or acquire any shares of the Company or its
        Subsidiaries, or other rights or options to acquire the foregoing;


7.2.8   declare or pay dividends or other distributions (in cash or other
        property) on, or redeem, purchase or otherwise acquire any shares of the
        Company;


7.2.9   dispose of or permit to lapse any rights to the use of any Intellectual
        Property Rights;


7.2.10  discharge any liability of the Company or its Subsidiaries except in the
        ordinary course of business, or prepay any liabilities of the Company or
        its Subsidiaries, except in the ordinary course of business; or


7.2.11  agree to or make any commitment to take any of the actions prohibited by
        this SECTION 7.2.


7.3     FURTHER ASSURANCE


        The Contributors shall, and shall cause the Company, the Company's
        Subsidiaries and the Cashed Out Shareholders to, and the US Parent shall
        and shall cause EBH to, at any time and from time to time, at the
        request of the US Parent or of the Contributors, as the case may be,
        make, execute and deliver such assignments, deeds, bills of sale,
        filings, conveyances and other instruments, agreements, consents and
        assurances, and


                                       33
<PAGE>   34



        take or cause to be taken all action as the US Parent ot the
        Contributors, as the case may be, may reasonably request, for the
        consummation or confirmation of the transactions contemplated under this
        Agreement.


7.4     EXCLUSIVITY


        Except as regards the purchase of the Sold Shares, unless and until this
        Agreement is terminated, none of Contributors shall, and none of
        Contributors shall cause, suffer or permit any of their directors,
        officers, employees, investment bankers, accountants, attorneys, or
        other representatives, agents or advisors (as applicable) to, initiate
        or solicit, directly or indirectly, any inquiries, or make any proposal,
        or engage in any negotiations or discussions with any person, or provide
        any confidential information related to the Company's business to any
        person, with respect to the acquisition, business combination, or
        purchase of any asset of the Company or its Subsidiaries (other than in
        the ordinary course of business and in conformity with past practice),
        or any direct or indirect equity interest in the Company or any of its
        Subsidiaries, or otherwise facilitate any effort or attempt to seek any
        of the foregoing.





7.5     NON-COMPETITION; NON-SOLICITATION


7.5.1.  For a period of one (1) year from the date hereof, none of Contributors
        shall, and shall cause their respective Affiliates not to, directly or
        indirectly, compete with the business of the US Parent or the business
        of the Company as at the date hereof, whether through investments in or
        through the starting of a business which competes or would compete with
        the businesses of the US Parent or the Company. The provisions of this
        Section 7.5.1 shall not apply to the GS Shareholders nor to Cisalpina
        Gestioni SpA.

7.5.2   For a period of two (2) years from the date hereof, none of the
        Contributors shall, and shall cause their respective Affiliates not to,
        solicit, directly or indirectly, any director, officer or other employee
        of the Company or its Subsidiaries.


7.6.    REGULATORY APPROVALS

        The US Parent and the Contributors shall file, as soon as practicable
        after the date of this Agreement, all notices, reports and other
        documents required to be filed with any governmental body with respect
        to the transactions contemplated by this Agreement, and to submit
        promptly any additional information requested by any such governmental
        body. Each of the US Parent and the Contributors shall (1) give the
        other party prompt notice of the commencement of any legal proceeding by
        or before any governmental body with respect to the transactions
        contemplated by this Agreement, (2) keep the other party informed as to
        the status of any such legal proceeding, and (3) promptly inform the
        other party of any communication to or from any governmental body
        regarding the transactions contemplated under this Agreement. The US
        Parent and the Contributors will consult and cooperate with one another,
        and will consider in good faith the views of one another, in connection
        with any analysis, appearance,


                                       34
<PAGE>   35

        presentation, memorandum, brief, argument, opinion or proposal made or
        submitted in connection with any legal proceeding under or relating to
        any antitrust or fair trade law. In addition, except as may be
        prohibited by any governmental body or by any Law, in connection with
        any legal proceeding relating to any antitrust or fair trade law, each
        of the US Parent and the Contributors will permit authorized
        representatives of the other party to be present at each meeting or
        conference relating to any such legal proceeding and to have access to
        and be consulted in connection with any document, opinion or proposal
        made or submitted to any governmental body in connection with any such
        legal proceeding.


7.7     NO OBLIGATION TO MODIFY BUSINESS

        Notwithstanding anything to the contrary contained in this Agreement, US
        Parent shall not have any obligation under this Agreement: (i) to
        dispose or cause any of its subsidiaries to dispose of any assets; (ii)
        to discontinue or cause any of its subsidiaries to discontinue offering
        any product, or to commit to cause Company or any of its Subsidiaries to
        discontinue offering any product; (iii) to license or otherwise make
        available, or cause any of its subsidiaries to license or otherwise make
        available, to any person, any technology, software or other proprietary
        asset, or to commit to cause the Company or any of its Subsidiaries to
        license or otherwise make available to any person any technology, or
        other proprietary asset; (iv) to hold separate or cause any of its
        subsidiaries to hold separate any assets or operations (either before or
        after the Closing Date), or to commit to cause Company or any of its
        Subsidiaries to hold separate any assets or operations; or (v) to make
        or cause any of its subsidiaries to make any commitment (to any
        governmental body or otherwise) regarding its future operations of the
        Company or its Subsidiaries. US Parent shall have the right to terminate
        this Agreement if any Law or legal authority shall make any condition
        described in (i) through (v) of this Section a requirement for the
        completion of any transaction contemplated under this Agreement.


7.8.    AUDITED YEAR END BALANCE SHEET

        Within thirty (30) days after the execution of this Agreement, Main
        Contributors shall cause the Company to deliver to the US Parent a set
        of 2000 year end Financial Statements audited by Ernst & Young (the
        "AUDITED YEAR END BALANCE SHEET").


                               ARTICLE 8 - CLOSING


8.1.    TIME AND PLACE OF CLOSING

        Closing shall take place at a mutually agreed place, and at a mutually
        agreed date upon the satisfaction of the conditions precedent set forth
        in SECTION 6 above or the waiver in writing of such conditions by the
        relevant Parties, as the case may be, not later than ten


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<PAGE>   36

        (10) business days following such satisfaction and/or waiver and in no
        event later than May 15, 2001 (the "CLOSING DATE").


8.2.    CLOSING DELIVERIES

        On the Closing Date, the Parties shall perform the following actions and
        such other actions as may be necessary to effect the transactions
        contemplated in this Agreement (collectively the "CLOSING").

8.2.1.  Deleted.

8.2.2.  The Parties shall execute all contribution instruments and agreements,
        and undertake all legal actions necessary pursuant to Belgian and French
        corporate Law, in order to implement the transactions described in this
        Agreement including, but not limited to the Registration Rights
        Agreement.

8.2.3.  The Contributors shall remit to the US Parent the payment, if relevant,
        referred to in Article 3(c)(i) of that certain agreement of same date,
        entitled "Cash Out Agreement".

8.2.4.  The Contributors shall transmit to the US Parent the letters and
        documents referred to in SECTION 6.2.11.

8.2.5.  The Contributors and the US Parent shall transmit to each other
        evidence, in form and substance satisfactory to the US Parent or the
        Contributors, respectively, of the fulfillment of the conditions
        precedent set forth in SECTION 6 hereof which the Contributors and the
        US Parent, respectively, had to fulfill.

8.2.6.  The Contributors and the Belgian Company shall sign the Escrow
        Agreement.

8.2.7.  The French Individual Shareholders shall remit to the US Parent all
        documents effecting the transfer of the domain names "massbazar.fr",
        "ebay.fr" and the trademark "eBay" to iBazar.



                           ARTICLE 9 - INDEMNIFICATION


9.1.    INDEMNIFICATION BY THE CONTRIBUTORS

9.1.1.  Subject to the terms and conditions contained herein, the Contributors
        agree, within the limits set forth in SECTION 9.3. below, to severally
        ("non solidairement"), in accordance with this Agreement and the Escrow
        Agreement, indemnify EBH, the US Parent, the Company or its
        Subsidiaries, at the choice of EBH or the US Parent (and their
        respective officers, directors, affiliates, employees and agents) of all
        losses, claims, obligations, demands, assessments, penalties,
        liabilities, costs, and damages, including,


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<PAGE>   37

        without limitation and as the case may be, any legal expenses and
        reasonable attorneys' fees and expenses (collectively referred to as
        "LOSSES"), asserted against or incurred by EBH, the US Parent, the
        Company or its Subsidiaries and their respective officers, directors,
        affiliates, employees and agents, and resulting from the breach by any
        of the Contributors, of any of the Contributors' representations or
        warranties provided for in SECTION 4 or of any of their obligations
        pursuant to this Agreement (hereafter a "BREACH"). For the avoidance of
        doubt, it is expressly agreed that, despite the fact that only the
        French Individual Shareholders are making representations and giving
        warranties pursuant to this Agreement, the other Contributors shall be
        liable under the indemnification provisions contained in this Agreement
        as if they had made the same representations and given the same
        warranties as the French Individual Shareholders.


9.1.2   The amount of liability owed by the Contributors to EBH in respect of
        the Losses pursuant to SECTION 9.1.1. shall first be paid from the
        Escrow amount, before any payment thereof by the Contributors to EBH, in
        accordance with the provisions of the Escrow Agreement. To the extent
        such amount of liability exceeds the Escrow amount, the Contributors
        shall pay such amount of liability in excess of the Escrow amount to
        EBH, within thirty (30) days of notice thereof from US Parent to the
        Contributors.


9.1.3.  (a)    In calculating the amount of a Loss, there shall be deducted
               therefrom the amount of any specific reserve or provision
               included in the Financial Statements with respect to the specific
               facts or circumstances giving rise to such Loss;

        (b)    Any Tax reassessment which would solely result in transferring
               the burden of the Tax from one financial year to another shall
               only be taken into account to the extent of the definitive Loss
               resulting from such reassessment, including penalties, increases,
               interest or fines, if any, relating to the transfer of the Tax
               burden.

        (c)    In calculating the amount of a Loss pursuant to SECTION 9.1.,
               there shall be deducted therefrom any sum (for example, an
               insurance payment) that the US Parent, EBH, the Company or one of
               the Company's Subsidiaries have received or will receive relative
               to an event resulting in the Breach. This sum will be deducted
               when calculating the Loss if such sum is received prior to the
               payment of the Loss pursuant to SECTION 9.1. This sum will be
               repayable to the Contributors if such sum is received after the
               payment of the Loss pursuant to SECTION 9.1.

        (d)    In calculating the amount of a Loss pursuant to SECTION 9.1.,
               there shall be taken into account the amount of any Tax decrease,
               saving or recovery actually made by the Company or the Company's
               Subsidiaries attributable to such Loss and the amount of any Tax
               increase or other Tax disadvantage resulting from the payment of
               the indemnification relating to such Loss. For the purpose of
               clarification, the Parties expect the gains and losses arising
               from the implementation of this clause to offset unless there has
               been an intervening change in tax rates.


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<PAGE>   38

        (e)    the amount of any Loss (other than the related tax consequences)
               shall be assessed on a consolidated basis.

        (f)    No claim for indemnification may be made against the Contributors
               when the relevant Breach exclusively results from a change of
               Law, a change of regulation or of its interpretation, a change of
               Tax or accounting rules or a change of an accounting method after
               the Closing Date.

        (g)    No claim for indemnification may be made against the Contributors
               in connection with the valuation of fixed assets as shown in the
               Audited Year End Balance Sheet, except if the Loss is a result of
               the non existence of these fixed assets.

9.1.4.  In addition, the amount of indemnification payable by the Contributors
        as a result of a Loss relating to a Breach concerning a particular
        Investment or Subsidiary shall be reduced by a percentage set forth, for
        each relevant Investment or Subsidiary, in SCHEDULE 9.1.4. hereto. For
        the avoidance of doubt, and subject only to the provisions of SECTION
        9.1.3., any Loss concerning the Company or any Investment or Subsidiary
        not listed in SCHEDULE 9.1.4. shall be indemnified to its full extent,
        notwithstanding the shareholding owned by EBH, the US Parent, or an
        Affiliate of the US Parent in the relevant company.

9.1.5.  The Parties shall cooperate in good faith in order to mitigate any Loss
        (namely EBH shall perform or shall cause the Company perform all
        obligations with respect to the possibility to defend a claim according
        to the agreements referred to in SECTION 4.10.7.).

9.1.6.  Notwithstanding the fact that a Loss may result from a default or an
        inaccuracy relating to more than one of the provisions of this
        Agreement, the Contributors' liability may only be sought once in
        respect of any given damage, it being agreed that the US Parent shall
        then determine the provision of this Agreement on which remedies will be
        sought.


9.2.    INDEMNIFICATION BY THE US PARENT

9.2.1.  Subject to the terms and conditions contained herein, the US Parent
        agrees to indemnify, defend, and hold harmless the Contributors (and
        their respective officers, directors, affiliates, employees and agents)
        from and against all Losses (as defined in SECTION 9.1. above) asserted
        against or incurred by the Contributors and their respective officers,
        directors, affiliates, employees and agents, and resulting from the
        breach by the US Parent of any of the representation or warranty
        provided for in SECTION 5 and of any of its obligations pursuant to this
        Agreement (hereafter a "BREACH").

9.2.2.  The rules set forth in SECTION 9.1. above shall apply mutatis mutandis
        to any indemnification of a Loss by the US Parent to the Contributors.


9.3.    INDEMNIFICATION PROCEDURE


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<PAGE>   39

9.3.1.

        a.     To claim indemnification under this Section, EBH or Parent, on
               behalf of itself or any other party with right to indemnification
               under SECTION 9.1. of this Agreement with respect to the matter
               covered by the Claim Notice (each an "INDEMNIFIED PARTY"), shall,
               within sixty (60) days of the occurrence of an event which gives
               rise or which is reasonably likely to give rise to a right of
               indemnification under this SECTION 9 (fifteen (15) days in the
               event of a tax reassessment notice received from a tax
               authority), give notice (a "Claim Notice") of the facts
               constituting the basis for the claim of possible Breach to the
               Shareholders Agent and the Escrow Agent. The Claim Notice shall
               contain a brief summary of the facts constituting the basis for
               the claim of a Breach and a non-binding estimate of the amount of
               the alleged Loss. Failure to give timely notice of a Breach shall
               not affect the rights of any party to be indemnified under this
               SECTION 9, except to the extent such failure to so notify
               materially and adversely affects the Indemnifying Parties ability
               to reduce the amount of the losses.

        b.     Within forty (40) business days after the Claim Notice is given,
               the Shareholder's Agent shall deliver to EBH and the US Parent
               and the Escrow Agent a written response (a "Response Notice") in
               which the Shareholders' Agent: either (A) agrees to accept the
               amount set forth in the Claim Notice (the "Claimed Amount"), or
               (B) agrees to accept part, but not all, of the Claimed Amount, or
               (C) indicates that none of the Claimed Amount is accepted. Any
               portion of the Claimed Amount that is not accepted in the
               Response Notice shall be the "Contested Amount". If a Response
               Notice is not received by EBH and US Parent within forty (40)
               business days after the Claim Notice is given, the Shareholder's
               Agent shall be deemed to have not accepted any portion of the
               Claimed Amount.

        c.     If any amount of a Claim Notice is accepted by the Shareholders'
               Agent (an "Agreed Amount"), the Escrow Agent shall be authorized
               by such Response Notice to deliver the Agreed Amount from the
               Escrow Fund to the Indemnified Party(ies) designated by EBH (the
               "Designated Indemnitee(s)") in accordance with the Escrow
               Agreement. If the Escrow Fund is not sufficient to pay the full
               Agreed Amount, the portion not paid from the Escrow Fund to the
               Designated Indemnitee(s) shall be paid by the Contributors to the
               Shareholders' Agent, and by the Shareholders' Agent to the
               Designated Indemnitee(s), within thirty (30) days of the date
               such Response Notice is received.

        d.     If the Shareholders' Agent delivers a Response Notice pursuant to
               which there is a Contested Amount, the Shareholders' Agent and a
               representative of the Indemnified Party or Parties shall
               negotiate in good faith to attempt to resolve the dispute related
               to the Contested Amount. If the Shareholders' Agent and the
               Indemnified Party or Parties resolve such dispute, such
               resolution shall be binding on all of the Contributors and the
               Indemnified Party or Parties, and (i) a settlement agreement
               shall be signed by the Indemnified Party or Parties and the
               Shareholders' Agent and jointly sent to the Escrow Agent, and
               (ii) if the Escrow Fund is not sufficient to pay the full amount
               of such negotiated settlement, the


                                       39
<PAGE>   40

               Contributors shall pay the Shareholders' Agent, and the
               Shareholders' Agent to the Designated Indemnitee(s) the amount
               not paid from the Escrow Account as part of such settlement.

        e.     If the Indemnified Party or Parties and the Shareholders' Agent
               are unable to resolve this dispute within sixty (60) business
               days of the date of the Response Notice, either Party may
               initiate arbitration as provided in SECTION 11. of this
               Agreement. The final decision of the arbitrators shall be
               furnished to the Shareholders' Agent, EBH and the US Parent on
               behalf of the Indemnified Party or Parties and the Escrow Agent
               in writing, and shall constitute a conclusive determination of
               the amount of the Contested Amount the Indemnified Party or
               Parties are entitled to recover, binding on the Contributors, the
               Indemnified Party or Parties and the Escrow Agent and may not be
               contested by any of them. If the Escrow Fund is not sufficient to
               pay the full amount of such award, the Contributors shall pay to
               the Shareholders Agent, and the Shareholder's Agent shall pay to
               the Designated Indemnitee(s) the amount not paid from the Escrow
               Account within thirty (30) days of such determination.

        f.     The obligations of the Contributors are in proportion to the
               liability limits set forth in SCHEDULE 9.4.3. EBH, the US Parent,
               and any Designated Indemnitee(s) shall have the right to enforce
               the settlement agreement or the arbitral award, as the case may
               be, against any Contributor who fails to make a payment required
               under clauses (d) or (e) above and each Contributor hereby agrees
               to accept such enforcement.

        g.     The rules set forth in this Section 9.3.1 shall apply mutatis
               mutandis to any indemnification of a loss by the US parent to the
               Contributors.

9.3.2.  In case of a claim made by EBH or the US Parent, the Contributors or
        their duly empowered counsels shall have reasonable access to the books
        and documents of the Company and of its Subsidiaries relating to the
        Loss, at the premises of the Company and of its Subsidiaries or in any
        other place chosen by the US Parent or EBH in the same town as the
        Company or the relevant Subsidiary, during normal working hours. The
        Company's and the relevant Subsidiary's staff shall cooperate and lend
        its reasonable assistance to the Contributors or their counsels.

9.3.3.  If the event giving rise to indemnification involves the claim of any
        third party, either Party may, by written notice to the other Party or
        Parties, delay the procedures set forth in Section 9.3.1 (following
        delivery of the claim notice) until resolution of the third party claim
        by settlement or judicial or arbitral decision. The Indemnified Party or
        Parties shall have sole control over, and shall assume all expenses with
        respect to, the defense, settlement, adjustment or compromise of the
        notified claim, provided that: (i) the Indemnifying Party(ies) may, if
        it so choose(s), employ counsel at its own expense to assist in the
        handling of such claim, and (ii) the Indemnified Party or Parties shall
        obtain the prior written approval of the Indemnifying Party, which shall
        not be unreasonably withheld, before entering into any settlement,
        adjustment or compromise of such claim or ceasing to defend against such
        claim.


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<PAGE>   41

9.4.    LIMITS OF INDEMNIFICATION

9.4.1   The Party seeking indemnification shall not be entitled to
        indemnification pursuant to this SECTION 9 unless a claim for such
        indemnification is asserted in writing to the other Party (i) within two
        years after the Closing Date, or (ii) as concerns any Tax and social
        security matters, on or before December 31, 2004, except for tax fraud
        and registration taxes, for which claims may be made on and until
        December 31, 2011.

9.4.2.  The duty to indemnify pursuant to this SECTION 9 shall not apply unless
        the aggregate amount of the indemnification due under this Agreement is
        greater than a threshold of 1.000.000 Euros, but if such threshold is
        exceeded by any claim or by any group of claims, the full amount of
        Losses shall be indemnified and any future claims shall not be subject
        to this threshold.

9.4.3.  The total amount that each Contributor may be required to pay as
        indemnification pursuant to this SECTION 9 shall not exceed the amount
        set forth in SCHEDULE 9.4.3.

9.4.4.  The total amount that the US Parent may be required to pay as
        indemnification pursuant to this SECTION 9 shall not exceed the amount
        set forth in SCHEDULE 9.4.4.

9.4.5.  No claim or group of claims (based upon the same cause or of
        substantially the same nature) in which Losses do not exceed 20,000
        Euros shall apply to any provision of this ARTICLE 9 including the
        threshold of SECTION 9.4.2.

9.4.6.  The limitations contained in this Section 9.4 shall not apply to
        Breaches constituting fraud or intentional misrepresentation.


                            ARTICLE 10 -- TERMINATION

10.1    TERMINATION PRIOR TO CLOSING


        At any time on or prior to the Closing, EBH or the US Parent, as one
        party, or the Contributors, as the other party, may immediately
        terminate this Agreement by giving written notice of termination to the
        other Parties, if:


        (a)    the Closing has not occurred on or prior to May 15, 2001;


        (b)    it becomes evident that any of the conditions precedent to EBH's,
               the US Parent's or Contributors' closing obligations, as set
               forth in SECTION 6 of this Agreement, as applicable, will not be
               able to be satisfied on or prior to such date; provided, however,
               that failure of such occurrence or the non-satisfaction of such
               conditions precedent is not attributable to the Party seeking to
               terminate this Agreement; or


        (c)    if the other Parties agree in writing to the termination.


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<PAGE>   42

        Should the US Parent terminate this Agreement on the grounds that the
        conditions precedent set forth in SECTIONS 6.2.7 AND 6.2.9 have not been
        satisfied, the US Parent shall then be required to pay to the
        Contributors a break-up fee of ten million (10,000,000) Euros. This
        break-up fee shall be payable in full upon notice of termination by the
        US Parent.


10.2.   EFFECT OF TERMINATION


In      the event of a termination of this Agreement, this Agreement shall
        forthwith become null and void, except for SECTIONS 11, 12.5., 12.10 AND
        12.11.; provided, however, that the termination of this Agreement shall
        not relieve any Party of any liability for breach of this Agreement
        prior to the date of termination.


                   ARTICLE 11 -- GOVERNING LAW AND ARBITRATION


11.1    This Agreement and the rights and obligations of the Parties hereto
        shall be governed by and construed and enforced in accordance with the
        Laws of the Republic of France.


11.2.   All disputes between the Parties arising out of or in relation to this
        Agreement (including any questions as to the validity or enforceability
        of this arbitration clause) shall be resolved through arbitration, in
        accordance with the Rules of Arbitration of ICC, carried out by an
        arbitration panel composed of one or several arbitrators, each of them
        fluent in English and French (each an "ARBITRATOR"), designated in
        accordance with said Rules. The Arbitration proceedings shall take place
        in Paris, France and shall be conducted in the English language,
        provided that any Party may submit any evidence in French without an
        English translation.

11.3.   The expenses of the arbitration proceedings shall be borne by the
        Parties in accordance with the applicable determinations of the
        arbitration panel.


                           ARTICLE 12 -- MISCELLANEOUS


12.1.   AMENDMENT

        This Agreement may be amended, modified, or supplemented only by an
        instrument in writing executed by all the Parties hereto.


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<PAGE>   43

12.2.   ASSIGNMENT

        The US Parent may at any time prior to the Closing Date assign all or
        any part of its rights and/or obligations under this Agreement to any of
        its Affiliates and the US Parent may, at any time after the Closing
        Date, assign all or any part of its rights and/or obligations under this
        Agreement to any of its Affiliates or any other person. Any assignee of
        the US Parent shall succeed to and be possessed of the rights of the US
        Parent hereunder to the extent of the assignment made, provided,
        however, that any such assignment by the US Parent shall not relieve the
        US Parent of its obligations hereunder. In addition, at any time after
        the Closing, the US Parent may assign all or any part of its rights
        relating to the representations and warranties and to the
        indemnification procedure in this Agreement to any person who/which
        acquires either the stock of the Company or of its Subsidiaries, or
        substantially all of the assets of the Company or of its Subsidiaries,
        by sale, merger or otherwise. In addition, should all or part of the
        Company or of any Subsidiary be transferred to a third party, the US
        Parent shall nonetheless retain the right to avail itself of the
        representations and warranties and of the indemnification procedure
        contained in this Agreement, as if such transfer had not taken place.


12.3.   PARTIES IN INTEREST - NO THIRD PARTY BENEFICIARIES

        Except as otherwise provided herein, the terms and conditions of this
        Agreement shall inure to the benefit of and be binding upon the
        respective heirs, legal representatives, successors and assigns of the
        Parties hereto. Neither this Agreement nor any other agreement
        contemplated herein shall be deemed to confer upon any person not a
        Party hereto or thereto any rights or remedies hereunder or thereunder.


12.4.   WAIVER

        No waiver by any Party of any default or breach by another Party of any
        representation, warranty, covenant or condition contained in this
        Agreement, or in any exhibit or any document, instrument, or certificate
        contemplated herein, shall be deemed to constitute a waiver of any
        subsequent default or breach by such Party of the same or any other
        representation, warranty, covenant or condition. No act, delay, omission
        or course of dealing on the part of any Party in exercising any right,
        power, or remedy under this Agreement or at Law shall operate as a
        waiver thereof or otherwise prejudice any of such Party's rights, powers
        and remedies. All remedies shall be cumulative and the election of any
        one or more shall not constitute a waiver of the right to pursue other
        available remedies.


12.5.   COSTS, EXPENSES AND LEGAL FEES


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<PAGE>   44


        Whether or not the transactions contemplated herein are consummated,
        each Party hereto shall bear its own costs and expenses (including
        attorneys' fees), except that each Party hereto agrees to pay the costs
        and expenses (including reasonable attorneys' fees and expenses)
        incurred by the other Party in successfully (i) enforcing any of the
        terms of this Agreement, or (ii) proving that the other Party breached
        any of the terms of this Agreement.


12.6.   ENTIRE AGREEMENT

        This Agreement and the agreements attached hereto as schedules and
        transactions contemplated herein constitute the entire agreement of the
        Parties regarding the subject matter hereof, and supersede all prior
        agreements and understandings, both written and oral, among the Parties,
        or any of them, with respect to the subject matter hereof.


12.7.   MASTER AGREEMENT

        Should any of the provisions of this Agreement be in conflict with the
        provisions of any other contracts and agreements entered into by the
        Parties and relating to the implementation of this Agreement in
        accordance with applicable local Legal Requirements, this Agreement
        shall control.


12.8.   SEVERABILITY

        If any provision of this Agreement is held to be illegal, invalid, or
        unenforceable under present or future Legal Requirements effective
        during the term hereof, such provision shall be fully severable and this
        Agreement shall be construed and enforced as if such illegal, invalid or
        unenforceable provision was never a part hereof; and the remaining
        provisions hereof shall remain in full force and effect and shall not be
        affected by the illegal, invalid, or unenforceable provision or by its
        severance herefrom.


12.9.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

        The representations and warranties shall survive the Closing and shall
        not be affected by any investigation or finding made by the Parties
        hereto prior to the date hereof or the Closing Date.


12.10.  NOTICES AND REPRESENTATION OF THE CONTRIBUTORS

        For the purposes of the Contribution as defined hereabove and of this
        Agreement, the Contributors hereby appoint Goldman Sachs International
        ("GSI") as their representative (the "SHAREHOLDERS' AGENT"), who, in
        their name and on their behalf,


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<PAGE>   45

        shall sign all documents required for the completion of the
        Contribution, make all notices and communications, receive all notices
        or make all declarations, receive all payments which are to be made
        pursuant to this Agreement or as a consequence thereof or arising
        therefrom, to, or on behalf of, the Contributors. In view of the mutual
        interest it represents for the Contributors, such power of attorney is
        irrevocable even in the event of death or liquidation of any of the
        Contributors.

        Should GSI, hereby appointed, be unable to perform his duties or be
        unwilling to continue to act as the Shareholders' Agent, for any reason
        whatsoever, Ernst & Young will replace GSI as Shareholders' Agent. In
        such case, Ernst & Young must notify to each Contributor, to the Escrow
        Agent and to the US Parent that he is henceforth acting as the
        Shareholders' Agent. Should Ernst & Young, hereby appointed, be unable
        to perform his duties or be unwilling to continue to act as the
        Shareholders' Agent, for any reason whatsoever, the Contributors will
        appoint one of themselves within fifteen (15) days following the day on
        which the inability or the refusal of Ernst & Young to perform his
        duties shall have been ascertained. Failing the appointment of a new
        agent within the 15-day period mentioned above, such agent will be
        appointed by the President of the Commercial Court of Paris ruling in
        summary form ("en refere"), such ruling not being challengeable in
        appeal.

        For the purpose of this Agreement, all Contributors shall be
        represented, and all consents and approvals of the Contributors shall be
        validly granted, by the Shareholders' Agent and all payments to be made
        by EBH or the US Parent to the Contributors shall be made to the
        Shareholders' Agent, who/which shall, as the case may be, allocate the
        payment among the Contributors under its sole responsibility. In
        addition, all notices given to the Shareholders' Agent shall be deemed
        to have reached each of the Contributors.

        Any notice or communication hereunder or in any agreement entered into
        in connection with the transactions contemplated herein must be in
        writing and given (i) by depositing the same in the mail, addressed to
        the Party to be notified, postage prepaid and registered with return
        receipt requested and received, (ii) by sending the same by express
        courier, or (iii) by delivering the same in person. Such notice shall be
        deemed received on the date on which it is hand-delivered or on the
        second business day following the date on which it was sent by express
        courier. If sent by registered mail, such notice shall be deemed
        received on the third business day following the date on which it is so
        mailed, when mailed within the same country, or on the tenth business
        day following the date on which it is so mailed, when mailed from a
        country different from the country of destination.


        For purposes of giving notice, the addresses of the Parties shall be:


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<PAGE>   46

        For the Contributors:

                                    Goldman Sachs International
                                    Peterborough Court
                                    133 Fleet Street
                                    London
                                    England


        For EBH:

                                    eBay Inc.
                                    2145 Hamilton Avenue
                                    San Jose
                                    CA 95125
                                    U.S.A.

                                    to the attention of the General Counsel

        For the US Parent:

                                    eBay Inc.
                                    2145 Hamilton Avenue
                                    San Jose
                                    CA 95125
                                    U.S.A.

                                    to the attention of the General Counsel

Any Party may change its address for notice by written notice given to the other
Parties in accordance with this SECTION 12.10.


12.11.  CONFIDENTIALITY - PUBLICITY AND DISCLOSURES

12.11.1. Each Party shall keep this Agreement and its terms confidential, and
         shall make no press release or public disclosure, either written or
         oral, regarding the transactions contemplated herein without the prior
         knowledge and written consent of the other Party hereto. The foregoing
         shall not prohibit any DISCLOSURE: (i) required by Legal Requirements
         or regulatory authorities to be made by one of the Parties, provided
         that the Party required to make such disclosure shall first consult
         with the other Parties with respect to the form and substance of the
         proposed disclosure; (ii) to attorneys, accountants, investment
         bankers, or other agents of the Parties assisting the Parties in
         connection with the transactions contemplated herein; and (iii) by the
         US Parent in order to comply with the law or the regulations of the
         Stock Exchange (Nasdaq) on which the US Parent is traded; and by the
         Contributors in order to meet the Condition


                                       46
<PAGE>   47


         Precedent under SECTION 6.2. of this Agreement or to purchase the
         shares of the Cashed Out Shareholders.

12.11.2. In the event that the transactions contemplated herein are not
         consummated for any reason whatsoever, the Parties hereto agree not to
         disclose any confidential, proprietary and/or non public information
         they may have concerning the affairs of the other Parties, except for
         information that is required by Legal Requirements to be disclosed;
         provided that, in the event that the transactions contemplated herein
         are not consummated, nothing contained herein shall be construed to
         prohibit the Parties hereto from operating businesses in competition
         with those of other Parties.



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<PAGE>   48


IN WITNESS WHEREOF, the Parties have signed this Agreement in 8 originals on the
date first above written.


The US Parent                                      Pierre-Francois Grimaldi






/s/ Matthew J. Bannick                             /s/ Pierre-Francois Grimaldi
---------------------------                        -----------------------------
By:  Matthew J. Bannick


Marc Piquemal


/s/  Marc Piquemal
---------------------------







                             GS CAPITAL PARTNERS III, L.P.

                             By: GS Advisors III, L.L.C.

                             Its General Partner




                             /s/ Jean-Christophe Germani
                             ------------------------------
                             By: Jean-Christophe Germani


                                       48
<PAGE>   49


GS CAPITAL PARTNERS III,                       GOLDMAN, SACHS & CO
OFFSHORE, L.P.                                 VERWALTUNGS GmbH
By: GS Advisors III, L.L.C.
Its General Partner



/s/ Jean-Christophe Germani                    /s/ Jean-Christophe Germani
------------------------------                 -------------------------------
By: Jean-Christophe Germani                    By: Jean-Christophe Germani

STONE STREET FUND 1999, L.P.                   Cisalpina Gestioni S.p.A

By: Stone Street 1999, L.L.C.

Its General Counsel






/s/ Jean-Christophe Germani                    /s/ Mauro Castiglioni
------------------------------                 -------------------------------
By: Jean-Christophe Germani                    By: Mauro Castiglioni



                                       49

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