B2BSTORES COM INC, SB-2/A, 2000-01-07

B2BSTORES COM INC
SB-2/A, 2000-01-07
BUSINESS SERVICES, NEC

Previous: BEAR STEARNS ASSET BACKED SEC INC LO BAC NOT SER 1999 HLTV-1, 15-15D, 2000-01-07

Next: CARBON ENERGY CORP, S-4/A, 2000-01-07

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 2000

REGISTRATION NO. 333-88511
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 3
TO

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

B2BSTORES.COM INC.
(NAME OF ISSUER IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 7389 11-3500746
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE) IDENTIFICATION NUMBER)
</TABLE>

------------------------

<TABLE>
<S> <C>
249 EAST OCEAN BOULEVARD WOO JIN KIM, CEO
LONG BEACH, CALIFORNIA 90802 B2BSTORES.COM INC.
562/491-7180 249 EAST OCEAN BOULEVARD
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S LONG BEACH, CALIFORNIA 90802
PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS) 562/491-7180
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
</TABLE>

------------------------

Copies to:

<TABLE>
<S> <C>
DAVID ALAN MILLER, ESQ. LAWRENCE FISHER, ESQ.
GRAUBARD MOLLEN & MILLER ORRICK, HERRINGTON & SUTCLIFFE LLP
600 THIRD AVENUE 666 FIFTH AVENUE
NEW YORK, NEW YORK 10016 NEW YORK, NEW YORK 10103
TELEPHONE: (212) 818-8800 TELEPHONE: (212) 506-5000
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
possible after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box.

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement of the earlier effective registration
statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED
MAXIMUM OFFERING PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE PRICE PER MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, par value $0.01........................ 3,500,000 $10.00 $35,000,000 $ 9,730.00
Common stock(2)...................................... 525,000 10.00 5,250,000 1,460.00
Representatives' warrants to purchase shares of
common stock(3)...................................... 350,000 .0001 -- --
Common stock(4)...................................... 350,000 12.00 4,200,000 1,168.00
Total........................................................................................................ $12,358.00*
</TABLE>

* Previously paid.

(1) Estimated solely for the purpose of calculating the registration fee under
Rule 457 of the Securities Act of 1933.

(2) Represents the shares of our common stock that may be purchased by the
underwriters solely to cover over-allotments, if any.

(3) No registration fee is required under Rule 457(g) under the Securities Act.

(4) Represents the shares of our common stock purchasable by the representatives
upon exercise of warrants being issued to them in connection with this
offering.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THAT DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 7, 2000

PROSPECTUS

3,500,000 SHARES

B2BSTORES.COM INC.

COMMON STOCK

[LOGO]

------------------------

This is the initial public offering of shares of our common stock. In
considering this offering, you should know that:

o no public market exists for our shares prior to this offering;

o we have applied to have the shares quoted on the Nasdaq SmallCap
Market under the symbol "BTBC;"

o we anticipate that the per-share price will be $10.00;

o this offering is made on a firm-commitment basis; and

o we have granted the underwriters a 45-day option to purchase up to
525,000 additional shares of our common stock solely to cover
over-allotments, if any.

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price............................................................. $ $
Underwriting discount and commissions............................................. $ $
Proceeds to b2bstores.com Inc..................................................... $ $
</TABLE>

------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

------------------------

Gaines, Berland Inc. on behalf of the underwriters, expects to deliver the
shares on or about January , 2000.

GAINES, BERLAND INC. NOLAN SECURITIES CORP.

------------------------

The date of this prospectus is , 2000

<PAGE>

[THIS PAGE IS THE INSIDE COVER OF THE PROSPECTUS AND CONTAINS ARTWORK DEPICTING
EXAMPLES OF WEB PAGES AVAILABLE AT WWW.B2BSTORES.COM]

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................................................... 4
Risk Factors............................................................................................... 7
Use of Proceeds............................................................................................ 9
Dilution................................................................................................... 11
Capitalization............................................................................................. 12
Plan of Operations......................................................................................... 13
Business................................................................................................... 23
Management................................................................................................. 35
Principal Stockholders..................................................................................... 43
Certain Transactions....................................................................................... 46
Description of Securities.................................................................................. 48
Underwriting............................................................................................... 51
Where You Can Find More Information........................................................................ 54
Legal Matters.............................................................................................. 54
Experts.................................................................................................... 54
Index to Financial Statements.............................................................................. F-1
</TABLE>

---------------------------------------------

UNTIL , 2000, ALL DEALERS SELLING SHARES OF THE COMMON
STOCK, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER
A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

3
<PAGE>

PROSPECTUS SUMMARY

GENERAL

b2bstores.com(Trademark) is an Internet web site specifically designed to
assist business customers in the operation and development of their businesses.
b2bstores.com provides user-friendly online access to business products and
supplies. We are currently expanding our web site to provide access to business
services, auctions and business-related information and content. Our objective
is to become a leading, one-stop Internet destination for business customers--a
place where they conduct their business-to-business transactions, build
relationships with customers, suppliers and colleagues, and conduct their
business-related research.

CORPORATE BACKGROUND

b2bstores.com Inc. was formed under the laws of the State of Delaware in
June 1999. Our principal offices are located at 249 East Ocean Boulevard,
Suite 620, Long Beach, California 90802. Our phone number is 562-491-7180. Our
web site is available at http://www.b2bstores.com. Information contained in our
web site is not part of this prospectus.

4
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Common stock offered...................... 3,500,000 shares

Common stock outstanding prior to the
offering............................... 4,021,643 shares

Common stock to be outstanding after the
offering............................... 7,521,643 shares

Use of proceeds........................... We intend to use the net proceeds of this offering:

o for sales and marketing activities, including brand promotion;

o to fund the development of our web site and customer support
operations;

o to repay loans made to us by Enviro-Clean of America, Inc.;

o to pay cash bonuses to some of our officers; and

o for working capital and general corporate purposes.

Proposed Nasdaq SmallCap Market symbol.... BTBC
</TABLE>

If the underwriters fully exercise their over-allotment option to purchase
additional shares, the total number of shares to be offered in this offering
will be 4,025,000 and the total number of shares outstanding after this offering
will be 8,046,643.

Enviro-Clean is a principal stockholder of b2bstores.com Inc. Richard
Kandel, our founder and chairman of the board, is also the chairman of the
board, chief executive officer and principal stockholder of Enviro-Clean.

5
<PAGE>

SUMMARY FINANCIAL INFORMATION

This summary financial information should be read in conjunction with the
section of this prospectus entitled "Plan of Operations" and our audited
financial statements and related notes included elsewhere in this prospectus.
The financial information as of August 31, 1999 and for the period from our
inception on June 28, 1999 to August 31, 1999 has been derived from our audited
financial statements. The historical results presented in this prospectus are
not necessarily indicative of our future financial position or results of
operations.

We began our commercial operations in September 1999 and have generated no
revenues to date.

<TABLE>
<CAPTION>
JUNE 28, 1999
(INCEPTION) TO
AUGUST 31, 1999
---------------
<S> <C>
STATEMENT OF OPERATIONS DATA
Revenues........................................................................................ $ --
-----------
Operating expenses:
General and administrative................................................................... 31,875
Sales and marketing.......................................................................... 23,060
Start-up costs............................................................................... 130,431
Stock-based compensation..................................................................... 1,901,500
-----------
Total operating expenses.................................................................. 2,086,866
-----------
Net loss........................................................................................ $(2,086,866)
-----------
-----------
Basic and diluted loss per share................................................................ $ (0.56)
-----------
-----------
Weighted average common shares outstanding...................................................... 3,712,820
-----------
-----------
</TABLE>

BALANCE SHEET DATA

<TABLE>
<CAPTION>
AUGUST 31, 1999
------------------------
ACTUAL AS ADJUSTED
-------- -----------
<S> <C> <C>
Working capital................................................................ $365,849 $30,905,685
Total assets................................................................... 753,906 31,061,455
Total liabilities.............................................................. 303,272 123,436
Stockholders' equity........................................................... 450,634 30,990,470
</TABLE>

The information presented in this table under the "As Adjusted" column
assumes:

o an offering price of $10.00 per share;

o the sale of 3,500,000 shares of our common stock in this offering;

o that we will receive net proceeds of $30,675,000 in this offering;
and

o that we will immediately apply a portion of the net proceeds to repay
loans made to us by Enviro-Clean and to pay cash bonuses due to some
of our officers upon completion of this offering.

Subsequent to August 31, 1999, we have continued to fund our operations
with proceeds from loans from Enviro-Clean. As of January 5, 2000, we had
borrowed an aggregate of $975,000 from Enviro-Clean. The repayment of the
principal and related interest under such loans as of the consummation date of
this offering will be made from the net proceeds of the offering and therefore
will also reduce the our working capital and total assets by such amount.

6
<PAGE>

RISK FACTORS

You should carefully consider the risks described below before making a
decision to invest in b2bstores.com. Our business, financial condition and
results of operations could be adversely affected by these risks. You should be
able to bear a complete loss of your investment.

RISKS RELATING TO OUR FINANCIAL CONDITION

BECAUSE WE HAVE A VERY SHORT OPERATING HISTORY, WE MAY NOT BE ABLE TO
SUCCESSFULLY MANAGE OUR BUSINESS OR ACHIEVE PROFITABILITY.

We may not be able to grow our business as planned or ever become a
profitable business. We began our commercial operations in September 1999.
Because of this very limited operating history, there are no meaningful
financial results which you can use to evaluate the merits of making an
investment in us. Accordingly, investment decisions must be made based on our
business prospects. Our business prospects are subject to all the risks,
expenses and uncertainties encountered by any new company. We also face the
risks inherent in operating in the rapidly evolving markets for Internet
products and services. If we are unable to successfully address these risks or
grow our business as planned, the value of our common stock will be diminished.

BECAUSE OUR OPERATING EXPENSES AND CAPITAL EXPENDITURES WILL OUTPACE OUR
REVENUES, WE WILL INCUR SIGNIFICANT LOSSES IN THE NEAR TERM.

We expect to incur significant operating expenses and make relatively high
capital expenditures as we develop our Internet business. These operating
expenses and capital expenditures will initially outpace revenues and result in
significant losses in the near term. We may never be able to reduce these
losses. We have generated only nominal revenues to date and have incurred an
aggregate net loss of $2,086,866 during the period from inception to August 31,
1999.

THE REPORT OF OUR INDEPENDENT ACCOUNTANTS CONTAINS A GOING CONCERN QUALIFICATION
WHICH STATES THAT WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS IF WE DO NOT
RECEIVE THE PROCEEDS OF THIS OFFERING.

Our independent certified public accountants' report for the period from
our inception on June 28, 1999 through August 31, 1999 contains an explanatory
paragraph. This paragraph states that our limited working capital position prior
to our receipt of the net proceeds of this offering raises substantial doubt
about our ability to continue as a going concern. Accordingly, if we do not
consummate this offering, we may not be able to continue our operations.

7
<PAGE>

RISKS RELATING TO OUR OPERATIONS

BECAUSE ONE OF OUR OPERATING AGREEMENTS REQUIRES US TO SHARE A SIGNIFICANT
PORTION OF THE REVENUES WE GENERATE WITH A THIRD-PARTY, IT WILL BE MORE
DIFFICULT FOR US TO BECOME A PROFITABLE BUSINESS.

We will not retain all revenues generated through our web site, which
will make it more difficult for us to become a profitable business. We have an
agreement with Netgateway, Inc. through February 2001, under which it provides
us with e-commerce processing and other technology services integral to our
business. During the term of this agreement, we are obligated to share equally
with Netgateway all advertising and "click-through" revenues generated through
our web site. We also pay Netgateway a small percentage of all revenues
generated through sales of products through our web site.

BECAUSE OUR EXECUTIVE OFFICERS LACK SIGNIFICANT MANAGEMENT EXPERIENCE, WE MAY
NOT BE ABLE TO EFFECTIVELY MANAGE OUR GROWTH.

The growth of our business may place a significant strain on our management
team and we may not be able to effectively manage our growth. None of our
executive officers has significant experience in managing a company or
overseeing a company's rapid growth.

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS. THESE STATEMENTS MAY PROVE
TO BE INACCURATE.

Some of the statements in this prospectus are forward-looking statements
that involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
that are not statements of historical fact. You can identify these statements by
the following words:

o "may," o "plans,"

o "will," o "expects,"

o "should," o "believes,"

o "estimates," o "intends"

and similar expressions. We cannot guarantee our future results, performance or
achievements. Our actual results and the timing of corporate events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward-looking statements.

8
<PAGE>

USE OF PROCEEDS

Assuming an offering price of $10.00 per share, we estimate that we will
receive net proceeds from this offering of approximately $30,675,000. If the
underwriters exercise their over-allotment option in full, the net proceeds will
be approximately $35,373,750. In either case, the net proceeds will reflect
underwriting discounts and commissions and other expenses payable by us. We
estimate that these discounts, commissions and expenses will be an aggregate of
approximately $4,325,000 or $4,876,250, if the over-allotment option is fully
exercised.

We intend to use the net proceeds as set forth below. The information
regarding our use of the proceeds assumes no exercise of the over-allotment
option.

<TABLE>
<CAPTION>
APPLICATION OF PROCEEDS AMOUNT PERCENT
- -------------------------------------------------------------------------- ----------- -------
<S> <C> <C>
Sales and marketing....................................................... $18,000,000 58.7%
Development of our web site and customer support operations............... 2,500,000 8.1
Repayment of debt to principal stockholder................................ 1,000,000 3.3
Payment of bonuses to officers............................................ 130,000 0.4
Working capital and general corporate purposes............................ 9,045,000 29.5
----------- -----
Total.................................................................. $30,675,000 100%
----------- -----
----------- -----
</TABLE>

We intend to use approximately $18,000,000 of the net proceeds for sales
and marketing activities and operations. An important part of these activities
will be the development of the "b2bstores.com" brand and promotion of our web
site and product and service offerings. These activities include:

o the advertising of our web site in trade journals and
magazines,

o direct mailings to businesses,

o online marketing initiatives,

o the appointment of one or more advertising agencies,

o the hiring of sales and marketing personnel, and

o the making of up-front payments that may be required by
fulfillment agents prior to their actual delivery of products
to our customers.

We intend to use approximately $2,500,000 of the proceeds for the continued
technological development of our web site, including:

o the in-house development of software and related technologies,

o the hiring of design and technology personnel,

o the purchase or leasing of hardware and third-party
technologies that we believe will enhance our web site's ease
of use and sense of community,

o the expansion of our customer support operations, including our
24-hour customer service telephone operations and live, online
customer service chat area, and

o the commercial launch and expansion of our auction capabilities
and offerings, business referral services and business content
offerings.

9
<PAGE>

We will use approximately $1,000,000 of the net proceeds to repay loans
made to us by Enviro-Clean, one of our principal stockholders. These loans were
made in the aggregate principal amount of approximately $975,000 in June, July,
November and December 1999 and January 2000. They bear interest at the annual
rate of 8%. All principal and interest is payable by us on the earlier of (a)
February 1, 2000, and (b) the date this offering is consummated.

We will use approximately $130,000 of the net proceeds to pay cash bonuses
to some of our officers. These payments are required under their employment
agreements.

We intend to use the remaining net proceeds for working capital and general
corporate purposes. These purposes may include:

o the payment of salaries of additional management and
back-office personnel,

o expenditures of capital for the expansion of our financial and
accounting infrastructure; and

o consideration paid for acquisitions, investments or strategic
alliances domestically or abroad which have not yet been
identified.

Our management will have broad discretion in allocating the proceeds to be
applied for working capital and general corporate purposes. If the underwriters
exercise their over-allotment option in full, we intend to use the net proceeds
from the sale of the shares sold under of the over-allotment option for working
capital and general corporate purposes.

Pending application of the net proceeds as described above, we intend to
invest the net proceeds in:

o short-term, interest-bearing investment grade securities,

o money market accounts,

o certificates of deposit, or

o direct or guaranteed obligations of the United States
government.

10
<PAGE>

DILUTION

A company's net tangible book value is equal to its total tangible assets,
minus its total liabilities. A company's net tangible book value per share is
calculated by dividing its net tangible book value, by the total number of
shares of common stock outstanding. As of August 31, 1999, we had a net tangible
book value of $398,183, or approximately $.10 per share of common stock.

As of August 31, 1999, after adjusting for the issuance of 3,500,000 shares
of our common stock in this offering, our as adjusted net tangible book value
would have been approximately $30,990,470, or approximately $4.13 per share of
common stock. This adjustment assumes a per-share offering price of $10.00. Upon
completion of this offering, there will be an immediate increase in our net
tangible book value of approximately $4.03 per share of common stock to existing
stockholders and an immediate dilution of approximately $5.87 per share, or
approximately 59%, to new investors.

The following table illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share................................. $ 10.00
Net tangible book value per share as of August 31, 1999................ .10
Increase per share attributable to sale of shares in this offering..... 4.03
---------
As adjusted net tangible book value per share of common stock after this
offering..................................................................... 4.13
---------
Dilution per share of common stock to investors in this offering................ $ 5.87
---------
---------
</TABLE>

Assuming the exercise in full of the underwriters' over allotment option,
our adjusted net tangible book value at August 31, 1999 would have been
approximately $4.45 per share. This represents an immediate increase in net
tangible book value of $4.35 per share to our existing stockholders and an
immediate dilution in net tangible book value of $5.55 per share to new
investors.

The next table summarizes, as of August 31, 1999:

o the number and percentage of shares of common stock purchased from
b2bstores.com,

o the amount and percentage of the cash consideration paid for those
shares, and

o the average price per share paid by existing stockholders and by new
investors in this offering.

The information in the table assumes an initial public offering price of
$10.00 per share. It does not give effect to underwriting discounts and offering
expenses that we will pay in connection with the offering or the exercise of the
underwriters' over-allotment option.

<TABLE>
<CAPTION>
TOTAL CASH
SHARES PURCHASED CONSIDERATION AVERAGE
----------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders..... 4,000,000 53.3% $ 636,000 1.8% $ 0.16
New investors............. 3,500,000 46.7% 35,000,000 98.2% 10.00
----------- ----- ----------- -----
Total.................. 7,500,000 100.0% $35,636,000 100.0%
----------- ----- ----------- -----
----------- ----- ----------- -----
</TABLE>

11
<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of August 31, 1999 on
an actual and as adjusted basis. The "As Adjusted" column shows our
capitalization adjusted to reflect:

o the issuance of 3,500,000 shares in this offering at an assumed
public offering price of $10.00 per share,

o the repayment of all of our short-term debt, and

o the payment of cash bonuses to some of our executive officers that
will be due upon completion of this offering.

<TABLE>
<CAPTION>
AUGUST 31, 1999
---------------------------
ACTUAL AS ADJUSTED
---------- --------------
<S> <C> <C>
Short-term debt................................................................. $ 179,836 $ --
---------- ------------
---------- ------------
Stockholders' equity:
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized; no
shares issued, actual and as adjusted..................................... $ -- $ --
Common stock, par value $0.01 per share, 25,000,000 shares authorized;
4,000,000 issued and outstanding, actual; and 7,500,000 shares issued and
outstanding, as adjusted.................................................. 40,000 75,000
Additional paid-in capital................................................... 2,497,500 33,137,500
Deficit accumulated during development stage................................. (2,086,866) (2,222,030)
---------- ------------
Total stockholders' equity................................................ 450,634 30,990,470
---------- ------------
Total capitalization...................................................... $ 450,634 $ 30,990,470
---------- ------------
---------- ------------
</TABLE>

12
<PAGE>

PLAN OF OPERATIONS

OVERVIEW

We commercially introduced our web site, b2bstores.com, in September 1999.
Since its introduction, our web site has provided our customers with the ability
to purchase online business products and supplies in a growing number of
categories.

In addition to regularly adding new categories of available products, we
are currently in the process of expanding our web site to provide our customers
with access to:

o online auctions;

o business referral services; and

o business information and content.

We expect to be providing commercial access to each of these areas through our
web site by the end of the first quarter of 2000. We may, however, encounter
problems or unexpected costs in connection with the introduction of any of these
areas as described below.

EXPANSION OF OUR PRODUCT CATEGORIES

We regularly seek to expand our product categories by establishing
relationships with additional fulfillment agents. These fulfillment agents are
vendors that actually supply the products purchased by our customers through our
web site. The terms of any agreement governing a relationship with a new
fulfillment agent must be negotiated and will vary on a case-by-case basis. If
we cannot negotiate agreements on commercially reasonable terms, we will not be
able to expand our product offerings. Further, in each instance where we are
able to establish a relationship with a new fulfillment agent, we must integrate
that agent's electronic inventory and ordering system with the e-commerce system
used by our web site. To successfully integrate our respective systems, we must
work closely with the personnel of technology suppliers to the fulfillment
agent. This integration can be time consuming. Although we are not required to
make any advance payments under our existing fulfillment arrangements, these
type of payments could be required under future arrangements.

IMPLEMENTATION OF AUCTION FUNCTIONS

We are currently integrating the necessary technology to provide online
auctions at our web site. The technology we are using for the auction functions
is being developed internally. Although basic auction functions are currently
available at our website, we are expanding these functions. We deem our auction
area to be in the development phase. Further, we have not marketed our auctions.
Accordingly, there are only a few products currently up for auction at our web
site. Once commercially launched, our auction functions will provide our
customers with utility only to the extent other customers place items up for
auction. Accordingly, we will have to spend material amounts of time and capital
to market and promote our web site's auction functions. Our expanded auction
functions are scheduled for commercial launch during the first quarter of 2000.
The anticipated costs associated with the implementation of our expanded auction
functions is approximately $120,000. We will use a portion of the proceeds of
this offering to fund

13
<PAGE>

these costs. We will face intense competition from established web sites that
provide auction access to users.

INTRODUCTION OF BUSINESS SERVICE REFERRALS

We are currently negotiating with providers of financial services,
accounting services, legal services and other services to serve as service
providers to customers at our web site. We are spending significant time in
connection with our efforts to assemble a group of service providers willing to
utilize our web site for the promotion of their services. For each provider, we
must negotiate the terms of our referral relationship, including the amount of
commission to be paid to us for each customer we refer. Some industries may have
stringent guidelines relating to the payment of commissions for referral
services. We must ensure in each instance that we are in compliance with these
guidelines. It is our current intention to not engage in any business referals
that would require us to become licensed or regulated by any agency.

In each case, we must design and integrate into our web site a link to the
web site of the service provider. This will require us to expend significant
time and capital. The anticipated costs for implementing our business service
referral functions include one-time expenses of approximately $60,000 during the
first quarter of 2000. These costs will relate to the development and
integration of approximately ten complex service-provider projects and 20 simple
links to service providers. These costs will be funded by a portion of the
proceeds of this offering.

PROVISION OF BUSINESS INFORMATION AND CONTENT

We have already begun to provide business information and other content to
our customers, including:

o computer product reviews,

o news,

o stock market information, and

o downloadable driving directions.

This information is supplied by third-party content providers. We are required
to pay a fee for the content we make available through our web site. We intend
to expand our roster of content providers and the information available through
our web site. The arrangement we have with each content provider varies on a
case-by-case basis.

The anticipated cost for our business content and information functions
will be approximately $12,000 per month on an ongoing basis for licensing of
content and a one-time cost of $15,000 for the development and integration of
our functions. We anticipate that these costs will be partially covered by
corporate sponsorships at our web site. The remaining costs will be funded by a
portion of the proceeds of this offering.

14
<PAGE>

SOURCES OF REVENUE

We believe that we will derive our revenues from the following sources:

o product sales;

o service referral fees and commissions;

o advertising;

o "click through" fees; and

o vendor management fees.

PRODUCT SALES

We sell products from our expanding catalog of products -- from cleaning
products to office supplies to computers. We also intend to provide our business
customers with the ability to purchase flowers, collectibles, vacation packages
and other ancillary products. We expect a substantial majority of our revenue to
come from the online sale of products. We intend to account for each product
sold through our web site as a sale by us directly to our business customer. The
entire amount paid for the product by customer is accounted by us as revenue.

Enviro-Clean is our fulfillment agent for janitorial and sanitary
maintenance products offered through our web site. All Enviro-Clean products
purchased through our web site are distributed directly to our customers by
Enviro-Clean through this fulfilment relationship. Enviro-Clean charges us a
price for each product equal to its cost for the product. Enviro-Clean also is
entitled to receive a payment from us equal to 2% to 5% percentage of all
revenues generated by us through the sale of products supplied by Enviro-Clean.

In connection with our auctions, we list products for sale by vendors. In
these auctions, we will either take physical possession of the product or the
vendor will retain possession of the product. In either case, we will not be
obligated to take title to the product unless it is successfully sold at
auction, we successfully charge the customer's credit card and either ship the
product or arrange for its shipment through a third party. Subsequently, we will
pay the vendor any amount due for the product. We will record the full auction
sales amount as revenue upon credit card authorization and shipment of the
product.

We also will act as an auctioneer, conducting auctions on behalf of web
site users who place items up for auction. In these cases, we will receive a
commission on the sale of the product at the conclusion of the auction. In these
cases, we will not take title to or possession of the product and the person or
entity placing the product up for auction will bear the risk of credit card
charge backs and fraud.

SERVICE REFERRAL FEES

We will provide our business customers with access to a broad range of
business services. Subject to regulation in applicable industries, we will
generate revenues from our service referral activities through the collection of
commissions and referral fees from the service providers to which we direct our
business customers.

15
<PAGE>

ADVERTISING REVENUE

Revenue from advertising on the Internet is driven by the size and quality
of a web site's audience. We believe that our target audience -- business
customers -- will give us the ability to structure attractive transactions with
advertisers. Advertising revenue, if any, will be earned from:

o the sale of advertising banners,

o the placement of pop-up windows and

o the sale of other sponsorship or promotional rights placed on our web
site. We believe that advertising on our web site will be an
important source of our revenue in the future.

In order to effectively sell advertising on our web site, we believe we
will need to consistently achieve more than 1,000,000 hits per month. As of
November 30, 1999, our monthly run rate for hits is approximately 40,000.

The rates that we charge our advertisers for the placement of the
advertisements at our web site will range from $0.005 to $0.02 per hit, based
upon the amount of advertising purchased and the relative placement of
advertising within our web site. During the term of our agreement with
Netgateway, we are obligated to share equally with Netgateway all advertising
revenue generated through our web site.

"CLICK-THROUGH" REVENUE

We will participate in affiliate programs with online retail partners by
placing "click-through" tags in our web site. When a business customer points
his or her mouse to one of these click-through tags and clicks the mouse, he or
she will be brought to the e-commerce web site of one of our retail partners.
Our click-through tags will allow us to generate revenues through the collection
of sales commissions from our click-through retail partners. Commissions from
our click-through initiatives will vary. During the term of our agreement with
Netgateway, we are obligated to share equally with Netgateway all revenues
generated through our "click-through" arrangements. Our agreement with
Netgateway is through February 2001.

VENDOR MANAGEMENT FEES

Enviro-Clean operates its own product web site at www.b2bgoods.com. This
web site offers janitorial and sanitary maintenance products, along with
products in a limited number of other categories. All of those products are also
available at our web site. Enviro-Clean's web site also offers hyperlink access
to our web site. Under our agreement with Enviro-Clean, Enviro-Clean has agreed
that, until it owns less than 10% of our outstanding common stock, it will
refrain from selling its own products through any web sites other than its own
or ours. It will also refrain from offering any other types of products at its
own web site.

We provide Enviro-Clean with access to web site transaction processing and
e-commerce services for its b2bgoods.com web site through our e-commerce
backbone. For these services we receive from Enviro-Clean a fee equal to the
greater of (a) 10% of Enviro-Clean's revenues generated through e-commerce
activities conducted through

16
<PAGE>

www.b2bgoods.com and (b) 50% of Enviro-Clean's gross profits generated through
e-commerce activities conducted at www.b2bgoods.com.

EXPENSES

Our expenses are composed of:

o salaries;

o sales and marketing costs;

o costs of products;

o web site and technology development costs;

o customer satisfaction operations; and

o general and administrative costs.

SALARIES

We believe that there are four key components to our success. They are:

o effective marketing of our web site to vendors, advertisers and
business customers;

o efficient management of fulfillment agents, which are the entities
that will supply and distribute products purchased at our web site;

o availability of useful and attractive web site features and
leading-edge technology; and

o effective execution of our operations.

In order to excel in all of these areas, we must hire talented personnel.
Competition for qualified, experienced personnel in the high-tech market is
intense. In order to compete effectively in this labor market, we must provide
generous compensation plans. Accordingly, we will incur significant expense in
hiring and retaining the personnel we need to grow our business.

SALES AND MARKETING COSTS

We will use a significant portion of the proceeds of this offering for our
sales and marketing activities. These activities will be extremely important to:

o the development of our brand name,

o the creation of traffic to our web site, and

o the promotion of our business, products and services.

We will incur significant expenses in connection with:

o advertising,

o promotional and public relations activities,

o merchandising,

o market research and consultancy, and

17
<PAGE>

o customer database management.

COSTS OF PRODUCTS

Product orders are actually fulfilled by one of our fulfillment agents,
which charges us a negotiated price for the product. Generally, upon shipment of
a product from one of our fulfillment agent's premises, we assume title to the
product. Accordingly, risk of loss is assumed by us until the product is
received by our customer. The amounts we are charged by our fulfillment agents
for the products we purchase from them are expensed by us as part of our cost of
sales.

WEB SITE AND TECHNOLOGY DEVELOPMENT COSTS

Competition for user traffic among business-related web sites is intense.
Web sites can differentiate themselves from others by providing users with an
online experience that is easy, efficient and useful. By providing an online
experience that is also informative and entertaining and visually pleasing, web
sites can increase the percentage of first time users that return to the web
site again. The quality of the online experience is directly related to the
underlying technologies utilized by the web site. This technology includes:

o web site content,

o design,

o operational software,

o transaction processing systems, and

o telecommunications infrastructure.

We will be required to consistently update our hardware and software systems in
order to deliver leading-edge technical solutions on our web site and provide
users with an online experience superior to that provided by competitors.
Accordingly, we will incur significant ongoing expense with respect to our
technology.

Currently, we rely heavily on Netgateway for our technical infrastructure
and to host and deliver our web site. For these services we paid Netgateway an
up-front fee, with additional nominal operating fees payable to Netgateway based
on the number of hits on our web site. We also are required to pay Netgateway a
small percentage of all revenues generated from sales processed through our
e-commerce backbone. The percentage we must pay varies according to sales
volume. We must pay this percentage for sales of products by us and sales by
other web sites to which we provide vendor management or processing services.
Our agreement with Netgateway is through February 2001.

We believe that by initially outsourcing a large portion of our technology
infrastructure, we will be able to reduce the up-front costs associated with
constructing and expanding a complex e-commerce and business information
community, pay for a large portion of the services provided by third-party
technology providers only as we generate revenues from our web site, and harness
the proven experience of these technology providers. Over time, as our web site
and operations mature, we intend to internally develop or otherwise internalize
a significant portion of the technology used to operate our business.

18
<PAGE>

CUSTOMER SATISFACTION OPERATIONS

In order to effectively compete with traditional retailers, as well as
overcome any hesitancy potential customers may have in purchasing products over
the Internet, we have implemented a customer satisfaction program. We believe
that most e-commerce companies do not provide users with real customer service.
We intend to differentiate our web site from other business web sites by
providing live, attentive customer service. Our customer satisfaction system
manages customer service issues 24 hours a day, seven days a week both in person
and online. We will incur substantial ongoing costs in connection with the
operation of this system, including fees payable to companies to which we
outsource parts of our customer satisfaction program.

As part of our customer satisfaction program, we plan to offer customers
the guarantee that they will get the products they ordered, in a timely fashion,
and in working order. If our customers are dissatisfied with a product, they
will have 30 days to return it, and we will refund their money. Accordingly, we
may be required to make significant reserves for returns and to defer
recognition of revenues for periods of time.

GENERAL AND ADMINISTRATIVE COSTS

We will incur significant expense in connection with the salary, benefits
and staff costs for general management and administrative employees, costs
relating to our facilities and professional services.

RESULTS OF OPERATIONS

We have a very limited operating history and our activities to date have
been limited to launching our service, establishing relationships with
e-commerce partners and refining our product presentation. As a result, our
historical financial information is not necessarily indicative of our future
financial performance.

Since our inception on June 28, 1999 through August 31, 1999 we have
incurred $2,086,866 of total operating expenses which were comprised of the
following:

o $31,875 of general and administrative expenses, primarily comprised of
payroll and related expenses.

o $23,060 for sales and marketing, virtually all of which was installation
costs associated with of our phone system to support customer service.

o Start up costs of $130,431, which includes development costs associated
with the Netgateway agreement, legal fees, and identity design expenses.

o $1,901,500 of non-cash compensation charges relating to the issuance of
common stock at a price determined to be below fair market value.

Since inception through August 31, 1999, we have incurred an aggregate net
loss of $2,086,866.

We have cash commitments of approximately $897,000 during 2000 and $972,000
during 2001. These commitments arise under:

o our agreements with our officers; and

o operating leases.

19
<PAGE>

Our near-term losses will be increased as a result of charges to earnings
that we must recognize. Specifically, we have an obligation to grant options to
some of our officers on the effective date of this prospectus. We will incur
non-cash compensation charges as a result of these option grants. These charges
will be recognized as the options vest. The amount of the charges will be equal
to the number of shares purchasable under the options multiplied by (a) the
aggregate market value on the effective date of the shares of common stock
purchasable under the options, less (b) the aggregate exercise price of the
options. Based on an assumed market price of $10.00 per share, these charges
will be:

o $400,000 in 1999;

o $750,000 in 2000;

o $425,000 in 2001; and

o $425,000 in 2002.

Our loss in 1999 also will be increased as a result of our issuance of
21,643 shares of common stock to consultants and directors in September 1999.
For these issuances, we will incur a non-cash compensation charge of $216,430.
In addition, upon consummation of this offering, we will be required to pay cash
bonuses aggregating $130,000 to some of our officers. These payments will
further increase our losses during 1999.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, our working capital requirements have been satisfied
through:

o capital contributions by our current stockholders, including Richard
Kandel, our chairman of the board, and Enviro-Clean of America Corp.,
a principal stockholder of b2bstores.com and

o loans made to us by Enviro-Clean.

In June 1999, we sold 3,666,667 shares of our common stock to Mr. Kandel,
Enviro-Clean and others for $27,500 in the form of $11,000 cash and the transfer
to us of the web address, www.b2bstores.com.

In June, July, November and December 1999 and January 2000, Enviro-Clean
made loans to us in the aggregate principal amount of approximately $975,000.
These loans bear interest at the rate of 8% per annum and are repayable on the
earlier of (a) February 1, 2000 and (b) the date this offering is consummated.

In August 1999, we raised proceeds of $625,000 through the sale of 333,333
shares of our common stock to Mr. Kandel, and other persons, some of whom are
affiliated with Enviro-Clean. The purchase price was $1.88 per share.

In September 1999, we issued:

o an aggregate of 16,643 shares of our common stock to various persons
in consideration of accounting services rendered by them to us during
our start-up phase.

o 2,500 shares of our common stock to each of John Higgins and Philip
Ellett in consideration of their becoming directors of b2bstores.com.

20
<PAGE>

Our working capital at August 31, 1999 was $365,849. Our independent
certified public accountants' report for the period from our inception on
June 28, 1999 through August 31, 1999 states that our limited working capital
position prior to our receipt of the net proceeds of this offering raises
substantial doubt about our ability to continue as a going concern. Accordingly,
the continuation of our operations is dependent upon our receipt of the net
proceeds of this offering.

We anticipate that the net proceeds of this offering will satisfy our
capital requirements for at least the 18-month period following the consummation
of this offering. Thereafter, we must either generate cash from our operations
sufficient to fund our continued growth, or access sufficient capital from
external sources. These sources could include the public or private markets for
our equity or debt securities. However, external sources of capital may not be
available when or in the amounts needed.

Any issuance of equity securities would dilute the interest of our
stockholders. If we incur debt, our cash flow may be insufficient to pay the
principal and interest on that debt. Further, the instruments governing any debt
we incur will typically contain extensive covenants restricting our activities.
These restrictions could have important consequences for our business,
including:

o limiting our ability to access the additional capital we will need to
sustain and grow our business;

o limiting our flexibility in planning for, or reacting to, changes in
our business; and

o placing us at a competitive disadvantage to less leveraged
competitors, which could have more capital to invest in their
operations.

SEASONALITY

Although we have a limited operating history, we expect to experience
seasonal variations in our e-commerce and advertising revenue, especially during
the summer period, when user traffic levels are expected to decline. Our
e-commerce revenue may be affected by stronger consumer goods sales during the
fourth calendar quarter of the year. In addition, our advertising revenue may
experience the same seasonal and cyclical patterns as those in traditional
media, where advertising increases ahead of the year-end holiday buying season.

YEAR 2000 COMPLIANCE

Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without addressing the impact of the
upcoming change in the century. If not corrected, many computer software
applications could fail or create erroneous results by, at or beyond the year
2000. We utilize software, computer technology and other services internally
developed and provided by third-party vendors that may fail due to the year 2000
problem. We also depend on telecommunications providers to maintain network
reliability.

Our year 2000 compliance program covers proprietary and internal systems as
well as third party systems.

21
<PAGE>

PROPRIETARY AND INTERNAL SYSTEMS

Our program involves the following phases:

Systems Review. We have completed a comprehensive review of all internal
financial, informational and operational systems. To date, we have not found or
experienced any year 2000 problems.

Testing. We created a test environment and performed testing. These tests
indicate that our internal systems will continue to function properly during
2000 and beyond.

Contingency Planning. We believe that we would be able to produce a
minimum acceptable level of service in the event of internal or external
critical systems failure.

THIRD PARTY SYSTEMS

Third parties provide and support much of our service. A large part of our
year 2000 program involves confirming that these third party systems are year
2000 compliant. In particular, we depend on telecommunications providers to
maintain network reliability and Netgateway to manage the computer servers for
our web site. Netgateway has informed us that it has completed the evaluation of
its own internal year 2000 compliance and that it believes it is year 2000
compliant.

YEAR 2000 COMPLIANCE COSTS

We have not incurred any costs to date in connection with revising our
systems to ensure that they are year 2000 compliant. We do not expect to incur
any significant costs in connection with our ongoing efforts to ensure that our
systems and the systems of our third-party technology suppliers are year 2000
compliant.

YEAR 2000 RISKS

An extended year 2000-related disruption could cause our business customers
to seek alternative web sites or cause an unmanageable burden on our technical
and customer support services. This could materially and adversely affect our
business, financial condition and results of operations.

In addition, there can be no assurance that governmental bodies, utility
companies, Internet access companies and others outside of our control will be
year 2000 compliant. The failure by any of these entities to be year 2000
compliant could result in prolonged Internet, telecommunications or electrical
failure. This could prevent us from delivering our services to our customers and
decrease the use of the Internet or prevent users from accessing web sites. This
could materially and adversely affect our business, financial condition and
results of operations.

It is likely that the computer equipment used by some of our business
customers may not be year 2000 compliant. As a result, some of our business
customers may not be able to access our service for some time during the
beginning of 2000 which may result in a decrease in the number of our active
registered accounts and in our revenue generally.

22
<PAGE>

BUSINESS

GENERAL

b2bstores.com is an Internet web site specifically designed to assist
business customers in the operation and development of their businesses. Our
objective is to become a leading, one-stop Internet destination that enables
business customers to conduct e-commerce, communications and other online
interaction with their customers, suppliers and colleagues.

The concept for b2bstores.com was created by Richard Kandel. Mr. Kandel
offered the "b2bstores.com" concept to Enviro-Clean. However, the board of
directors of Enviro-Clean determined that Enviro-Clean would not focus its
business operations on the concept. In turn, Mr. Kandel was given permission by
Enviro-Clean to form b2bstores.com. b2bstores.com was formed in June 1999.

After the formation of b2bstores.com, 2,000,000 shares of common stock were
issued to Enviro-Clean in consideration of:

o a nominal contribution to the capital of b2bstores.com;

o the transfer of the web address, www.b2bstores.com, which had
previously been applied for by Mr. Kandel in the name of
Enviro-Clean; and

o the waiver of any other rights Enviro-Clean might have in the
"b2bstores.com" concept.

Concurrently, an aggregate of 1,666,667 additional shares of common stock
were issued to Mr. Kandel and other persons for nominal capital contributions to
b2bstores.com. Some of these persons are affiliated with Enviro-Clean.

At the time of the issuance of the shares to Enviro-Clean and the other
persons described above, b2bstores.com had only nominal assets and needed to
assemble a management team and hire an employee staff. The number of shares
issued to Enviro-Clean and these other persons were determined through
arm's-length negotiations.

OUR OPPORTUNITY

THE GROWTH OF THE INTERNET

The Internet is a mass communications medium, enabling millions of people
worldwide to share information and interact with one another. This ability to
interact serves to create community among individuals with similar interests and
objectives. In August 1999, Jupiter Communications projected that the number of
Internet users in the United States will grow from 100 million in 1999 to
150 million in 2003.

The interactive nature of the Internet allows online merchants to
communicate effectively with one another, and with customers, and allows
advertisers to target customer bases having specific demographic characteristics
and interests. As a result, the Internet is emerging as an attractive, and in
many cases, preferred medium for the transaction of business, including
e-commerce activities. In November 1998, Forrester Research projected
business-to-business e-commerce to grow from $100 billion in 1999 to
$1.3 trillion in 2003.

23
<PAGE>

THE ADVENT OF BUSINESS WEB SITES

We believe that businesses have historically had to go to a number of
separate, traditional sources to obtain the products, supplies, services and
information necessary for their operations. Similarly, they have used a variety
of traditional channels, such as trade magazine, trade shows, buyer's guides,
direct mail initiatives and trade journals for the advertising and marketing of
their products and services.

Businesses are now increasingly utilizing the Internet as a valuable tool
to access customers and suppliers, to communicate with partners and to operate
more efficiently. Currently, the vast majority of business web sites focus on
the offering of one of the following three types of solutions:

o Product sites. These web sites focus primarily on the online sale
of products.

o Service referral sites. These web sites focus primarily on the
referral of business customers to services provided by other
companies.

o Business content sites. These web sites primarily offer business
customers access to a wide array of articles, information and news
services that are aimed at the business customer. These web sites
seek to generate revenues through the sale of business information
and by attracting high-volume traffic and then leveraging this
traffic into advertising revenue.

We believe that b2bstores.com will provide business customers with the
combined abilities to purchase a broad range of quality products, access a wide
variety of business-related services and research comprehensive business
information, all at a single, user-friendly web site.

OUR OBJECTIVE AND STRATEGY

We are creating an easy-to-use Internet web site that provides our business
customers with access to quality products and supplies, a premier network of
business services and a broad menu of business content. The key elements of our
strategy include:

CREATING AWARENESS OF THE B2BSTORES.COM BRAND. It is imperative that we
create awareness of the b2bstores.com brand in order to attract business
customers to our web site, garner advertisers for our web pages and place
b2bstores.com in a favorable position when creating our relationships with
vendors and other fulfillment partners. We intend to conduct extensive marketing
activities, including the placement of advertisements online and in trade
journals and other print publications, in order to create and enhance awareness
of the b2bstores.com brand. Our marketing efforts strive to present
b2bstores.com as an enjoyable, easy-to-use Internet web site that helps
businesses work more efficiently and cost effectively. We intend to use a
significant portion of the proceeds of this offering for extensive marketing
activities to build awareness of our brand and drive traffic to our web site.

EXPANDING OUR PRODUCT OFFERINGS. We regularly seek to expand our product
offering categories and the breadth of products available in these categories
through the creation of relationships with vendors and distributors. We also
will be commercially introducing auction capabilities in the first quarter of
2000. Auctions will allow us to increase the types of products available at
b2bstores.com and provide our business customers with the

24
<PAGE>

opportunity to transact business directly with one another. We believe that one
of b2bstores.com's competitive strengths will be our highly diverse product mix,
allowing us to offer low margin commodity products as well as higher-margin
specialty goods.

CREATING AND EXPANDING OUR BUSINESS REFERRAL SERVICES. In the first
quarter of 2000, we will begin to offer our business customers access to many
business services on a referral basis. It is currently anticipated that these
service will include 401(k) consulting; accounting; insurance; advertising;
leasing services; legal services; and telecommunications services. Our customers
will be able to research service providers and interact with them and, in many
cases, engage their services without leaving our web site.

CREATING MARKETING AND DISTRIBUTION ALLIANCES. In order to increase the
number of business customers that visit our web site, and to enhance our product
and service offerings and e-commerce infrastructure, we are actively pursuing
relationships with:

o providers of business, business related and ancillary products;

o suppliers of industry specific raw materials and raw goods;

o providers of business and professional services;

o proprietary online services;

o operators of leading Internet portals; and

o producers of Internet content.

ENHANCING WEB SITE UTILITY THROUGH THE CREATION OF COMMUNITY AND THE
PROVISION OF BUSINESS CONTENT. Our web site strives to create community among
our business customers and their customers, suppliers and colleagues. Our web
site's community and business information functions are designed to provide easy
interaction between the business customer and the web site, and the business
customer and other business customers. Our web site also will provide our
business customers with access to highly specific information.

CREATING AND EXPLOITING ADVERTISING REVENUE OPPORTUNITIES. We believe
that a concentrated user base of business customers will possess characteristics
highly desirable to business-to-business advertisers, and will differentiate our
web site from most other e-commerce web sites.

ACQUIRING COMPLEMENTARY CONTENT AND TECHNOLOGY. We will regularly seek to
acquire business content and e-commerce technologies that are complementary to
our business focus and community objective. We may acquire content and/or
technologies through the purchase of assets or the acquisition of companies
possessing these assets. We may pay for any asset purchase or acquisition in
cash, through the issuance of our securities or a combination of cash and
securities.

THE B2BSTORES.COM WEB SITE

Our web site moves business-to-business transactions and other business
operations away from traditional modes to the Internet. Our web site is designed
as a community mall--a place where business customers can visit a "virtual
storefront" or product category of their choice, seek out services from
professionals, research issues important to their business and meet and
communicate with customers, suppliers, colleagues and

25
<PAGE>

competitors. We strive to make our web site user friendly and to create an
experience that is highly useful, efficient, enjoyable and informative for the
business customer.

PRODUCT CATEGORIES

Our business customers have access to a growing number of product
categories online. The products in these categories are sold by us. All product
fulfillment will be done through our vendors and other third parties. We believe
that there are numerous sources of products for each of our product categories.

The various product catalogs available at our web site are designed to be
visually attractive, informative and easy to use. Our online product catalogs
provide our vendors with the ability to monitor and evaluate e-commerce
activity, and provide our web site advertisers with the ability to track the
number of visitors and leads generated from a particular catalog, product
category or banner advertisement.

We currently offer business and business-related products in the following
categories:

<TABLE>
<S> <C>
o office supplies o safety and industrial supplies
o janitorial supplies o desktop computer systems
o computer supplies o computer peripherals, including
o notebook computer systems monitors and disk drives
o software o office furniture
</TABLE>

During 2000, we intend to expand our product offerings to include the
following additional categories:

<TABLE>
<S> <C>
o books o music
o printing supplies o pre-paid calling cards
o promotional products o executive travel accessories
o time management products o fitness products
o videos o stationery
o travel o magazine subscriptions
</TABLE>

SERVICE REFERRALS

The operation of a business requires not only the purchase of supplies and
business products, but also the use of professional services. In the first
quarter of 2000, we will begin to offer our business customers online access to
business and professional services on a referral basis. The service categories
will include, among others, the following:

<TABLE>
<S> <C>
o 401(k) consulting and products o event planning services
o accounting services o human resources consulting
o advertising agencies o insurance brokerage services
o leasing services o Internet service providers
o legal services o executive recruiters
o commercial real estate brokerages o telecommunications services
</TABLE>

26
<PAGE>

<TABLE>
<S> <C>
o computer networking services o marketing agencies and services
o e-commerce merchant hosting o computer repair services
services through which businesses o payroll services
can have their e-commerce initiatives handled
by third-party providers
</TABLE>

BUSINESS CONTENT AND COMMUNITY

We believe that the creation of an active online community at our web site
and the provision of valuable business information will create loyalty among our
business customers and promote repeat visitation and web site use. We are
designing our web site to provide business customers with access to:

o information and reviews relating to products and services offered
through our web site;

o industry specific news and publications;

o chat rooms and bulletin boards, where industry specific and general
topics relevant to the community interest are discussed;

o an events calendar, which publishes the dates, time and other
relevant information relating to events that are important to web
site users;

o a personal calendar, which is a customizable interactive calendar
that allows the business customer to schedule and keep track of
important dates, times and other information and receive e-mail
reminders;

o classified advertisements, where job listings and other business
relevant advertising may be placed and reviewed;

o educational resource centers;

o up to the minute national and regional news;

o stock quotes;

o yellow and white page directory services;

o franchise and other business opportunities; and

o trade association newsletters and information.

SALES AND MARKETING

SALES AND DISTRIBUTION

When an order is placed at our web site, the order is electronically
processed by our systems and then forwarded to the inventory management system
of one of our fulfillment agents. Our fulfillment agent then packages and
delivers the order to the business customer. We bill the business customer
directly and collect the purchase price. We pay our fulfillment agents directly
for their services and supplies.

Business services accessible through our web site will be provided to our
business customers by third-party professionals and other businesses. Subject to
regulation in applicable industries, we will generate revenues from our service
referral activities through

27
<PAGE>

the collection of commissions and referral fees from the service providers to
which we direct our business customers.

As is the case with most web sites, we also will place "click-through" tags
in our web site. When a business customer points his or her mouse to one of
these click-through tags and clicks the mouse, he or she will be brought to the
e-commerce web site of one of our retail partners. These click-through tags will
allow b2bstores.com to generate revenues through the collection of sales
commissions from our click-through retail partners.

MARKETING

We will use a variety of marketing programs to increase awareness of the
"b2bstores.com" brand and to drive traffic to our web site. Our marketing
strategy contains a mix of print advertising, outbound e-mail, telemarketing,
new media banner campaigns, trade shows and direct mail. We also will
participate in industry specific events, industry association activities and
partnerships with interactive services companies.

Users of our web site are referred to as "members." Our members are able to
purchase products through our web site at "member prices." Member prices are
simply our every day lowest price on the products we sell. These prices are
available to any user of our web site. The use of the terms "members" and
"member prices" are therefore strictly marketing tools which are designed to
promote a sense of community at our web site.

An important part of our strategy to drive traffic to our web site is to
market our web site through online advertising and hyperlinks maintained by
other Internet companies. If we cannot secure or maintain marketing agreements
with other Internet companies, our business will be harmed. We may not be able
to enter into marketing agreements with these companies on favorable terms or at
all. Web sites that also seek to sell products and services to businesses may be
unwilling to advertise our web site. In addition, other e-commerce companies
that advertise on popular web sites may have exclusive advertising relationships
with these web sites or may otherwise object to our attempts to enter into
marketing agreements with these web sites.

We must be able to develop new products and services that address the
increasingly sophisticated and varied needs of our customers and prospective
customers. If we are unable to expand our systems and introduce new products and
services in a timely manner, our financial results will be harmed. Numerous
factors could prevent us from responding effectively to changes in our markets,
including:

o our lack of control over a substantial portion of the technology we
use in our business, which could limit our ability to effectively
adapt new technologies into our business;

o our limited operating history and our limited number of personnel,
which could compromise our ability to recognize changes in consumer
preferences and translate them into the development of new products
and services; and

o the nonacceptance by the market of any new products and services we
introduce.

28
<PAGE>

TECHNOLOGY

We have entered, and continue to seek to enter, into relationships with
technology providers in connection with the development, operation and
maintenance of our web site. We rely on Netgateway for the design, development,
maintenance and hosting of our web site. As part of this relationship, we also
have use of Netgateway's state-of-the-art data center and its experienced staff
of software and e-commerce technology developers.

In conjunction with our original agreement with Netgateway, we recently
entered into a development agreement with Netgateway. Under this ancillary
agreement, our internal technology personnel are able to customize the
Netgateway technology we currently use for applications relating to our web site
and related business. All customization and improvements created in connection
with this agreement will be owned by Netgateway. Upon the termination of our
agreements with Netgateway, we will retain a perpetual license to utilize the
modifications we develop in the operation of our web site and business. Our
agreements with Netgateway are through February 2001.

We are assembling a staff of in-house designers and programers to
continually add functionality to our site. Our technology staff updates our
site's look and feel, and ensures that all content stays current and useful. We
believe that an internal technology staff will enable us to address specific
customer requirements for functionality, as well as handle custom integration
issues which may arise from large vendor partners or business customers.

In structuring our technology backbone, we ensure that the resulting
platform has the following characteristics:

SCALABILITY. We require our backbone to be scalable for the rapid
deployment of functions, features and content as required to meet the demand of
our business customers while maintaining desired performance standards. In the
rapidly changing Internet environment, the ability to update an application to
stay current with new technologies is important. Our site system and related
technologies allow for the addition, modification, or replacement of web site
based applications in a cost-efficient and expeditious manner.

RELIABILITY AND SECURITY. We use leading-edge software to protect our web
servers. The majority of our hardware and software is maintained by Netgateway,
which provides us with professional data center hosting facilities and redundant
high-speed Internet connectivity. Netgateway monitors and supports our systems
24 hours a day, seven days a week. We also are currently developing our own
content and web site management tools to facilitate the maintenance and updating
of our web site.

We must ensure that our business customers do not experience significant or
frequent disruptions in their access to our web site. Web site failures could
result in loss of existing customers and opportunities to garner additional
customers. Our business also is highly dependent on our systems to process, on a
daily basis, transactions across numerous and diverse markets. We rely heavily
on our data processing systems, as well as our telecommunications systems. If
any of these systems do not operate properly or are unavailable due to problems
with our physical infrastructure, we could suffer disruptions to our business.
These disruptions could expose us to liabilities to clients, regulatory
interventions or damage to our reputation and the development of our brand name.

29
<PAGE>

The need to securely transmit confidential information over the Internet
has been a significant barrier to e-commerce and communications. We are
potentially vulnerable to attempts by unauthorized computer users to penetrate
our network security. If successful, those individuals could cause serious
interruptions in our services. We may be required to expend significant capital
and resources to protect against the threat of security breaches or to alleviate
resulting problems. Despite efforts we make to maintain network security, we may
not be successful.

If third parties are able to successfully penetrate our network security
and misappropriate our business customer's personal or credit card information,
we could be subject to liability. This could include claims for unauthorized
purchases with credit card information, impersonation or other similar fraud
claims. We also could be subject to claims for violation of data protection
rights. Any of these claims could result in litigation. Publicized acts of
misappropriation of our customers' information would also likely harm our
reputation.

PROPRIETARY RIGHTS

We regard the protection of our intellectual property, including our URL
"www.b2bstores.com" and our "b2bstores.com" trademark, as critical to our
success. A URL is a website's address, which when entered by a user into a web
browser, takes the user to the desired web site. We also rely on the proprietary
technology of third parties, including Netgateway. Unauthorized use of the
intellectual property used in our business by third parties may damage our brand
and our reputation. We rely on intellectual property laws and confidentiality
and license agreements with our employees, customers, partners and others to
protect our intellectual property rights.

If we are unable to protect our "b2bstores.com" domain name our business
could be harmed. We may be unable to prevent third parties from acquiring
Internet domain names that are similar to ours. We anticipate that many web
sites will use the term "b2b" as part of their URL or brand name. Creating brand
awareness for a brand containing the term "b2b" may prove difficult if the
markets confuse, or are unable to differentiate among, the numerous web sites
branded with the term "b2b."

VENDOR MANAGEMENT SERVICES

We intend to utilize our capabilities in the management of vendor
relationships to provide commerce management services to other web sites. We
will allow other business-related web sites to access our product offerings and
offer these products to their own users. Product orders placed through these web
sites will be processed through our systems, and fulfilled by our fulfillment
agents. We will charge our e-commerce web site partners negotiated commissions
based on sales of our product offerings generated through their web sites.

Enviro-Clean operates its own product web site at www.b2bgoods.com. This
web site offers janitorial, sanitary maintenance and products in a limited
number of other categories. We provide Enviro-Clean with access to web site
transaction processing and e-commerce services for its b2bgoods.com web site
through our e-commerce backbone. See section of this prospectus entitled
"Certain Transactions" for a description of this relationship.

30
<PAGE>

GOVERNMENT REGULATION

We are subject to various laws and regulations relating to our business.
Few laws or regulations are currently directly applicable to access to the
Internet. However, because of the Internet's popularity and increasing use, new
laws and regulations may be adopted. These laws and regulations may cover issues
that include:

o user privacy;

o pricing;

o tax;

o content;

o copyrights;

o distribution; and

o characteristics and quality of products and services.

In addition, the growth of the Internet and e-commerce, coupled with
publicity regarding Internet fraud, may lead to the enactment of more stringent
consumer protection laws. These laws may impose additional burdens on our
business. The enactment of any additional laws or regulations may impede the
growth of the Internet, which could decrease our potential revenues from
electronic commerce or otherwise adversely affect our business, financial
condition and operating results.

Our ability to generate revenues from the sale of advertising on our web
site depends on demonstrating to advertisers that our web site traffic is
comprised of users that are attractive to these advertisers. Advertisers focus
their efforts on reaching particular demographic groups, which are groups of
users having common characteristics, including similar buying habits and similar
income levels, or which reside in the same geographic locations. If we are not
able to legally share information regarding our customers with potential
advertisers, our ability to generate advertising revenues will suffer. The
public is becoming increasingly concerned about issues relating to privacy on
the Internet. This increased sensitivity could result in the adoption of
stringent legislation that prevents or limits our ability to use personal and
other data about our customers.

Laws and regulations directly applicable to e-commerce or Internet
communications are becoming more prevalent. The most recent session of Congress
enacted Internet laws regarding online copyright infringement. Although not yet
enacted, Congress also is considering laws regarding Internet taxation. These
are all recent enactments, and there is uncertainty regarding their marketplace
impact. In addition, various jurisdictions already have enacted laws that are
not specifically directed to e-commerce but that could affect our business. The
applicability of many of these laws to the Internet is uncertain and could
expose us to substantial liability.

Any new legislation or regulation regarding the Internet, or the
application of existing laws and regulations to the Internet, could materially
adversely affect us. If we were alleged to violate federal, state or foreign,
civil or criminal law, even if we could successfully defend the claims, it could
materially adversely affect us.

We believe that our use of third-party material on our web site is
permitted under current provisions of copyright law. However, because legal
rights of certain aspects of

31
<PAGE>

Internet content and commerce are not clearly settled, our ability to rely upon
exemptions or defenses under copyright law is uncertain.

Several telecommunications carriers are seeking to have telecommunications
over the Internet regulated by the Federal Communications Commission in the same
manner as other telecommunications services. Additionally, local telephone
carriers have petitioned the Federal Communications Commission to regulate
Internet providers and online service providers in a manner similar to long
distance telephone carriers and to impose access fees on these providers. If
either of these petitions is granted, the costs of communicating on the Internet
could increase substantially. This, in turn, could slow the growth of use of the
Internet. Any legislation or regulation of this type could materially adversely
affect our business, financial condition and operating results.

COMPETITION

Our web site competes with numerous other web sites that offer any
combination of e-commerce capabilities, business content and online community
access. Our competitors vary in size and in the scope and breadth of the
services they offer. In addition to competition from several e-commerce trade
communities, we primarily encounter competition from:

o business related e-commerce web sites, including PurchasePro.com,
VerticalNet and OnVia.com,

o enterprise software purchasing systems providers, including Ariba,
Commerce One and TRADE'ex,

o large Internet companies, including Yahoo.com, E-Bay and AOL, and

o traditional business product vendors, including Office Depot and
Staples, who are establishing their own Internet presence.

Virtually all of our current and potential competitors have longer
operating histories, larger customer bases and greater brand recognition in the
business products and Internet markets. They also have significantly greater
financial, marketing, technical and other resources. These superior resources
could allow competitors to:

o devote significantly greater resources to marketing and promotional
campaigns than we can,

o adopt pricing policies that are more aggressive than ours,

o attract greater numbers of users than we can by offering services for
free,

o devote substantially more resources to the development of their
products and services than we can.

E-COMMERCE

The markets for business products and services offered through traditional
channels and Internet channels are intensely competitive. We expect competition
in these markets to increase.

There are few barriers to the business e-commerce market. The rapid growth
of the Internet in general, and online e-commerce activity specifically, has
attracted the attention

32
<PAGE>

of numerous companies, including business product manufacturers and suppliers
who have historically operated through traditional channels. Competitors could
enter into exclusive distribution arrangements with our vendors and deny us
access to their products. Increased competition also could result in pricing
pressures, increased marketing expenditures and loss of market share, and could
have a material adverse effect on b2bstores.com.

COMMUNITY SERVICES

The market for community services is highly competitive, and we expect
competition to continue to increase significantly. There are no substantial
barriers to entry in these markets. We compete with many providers of community
services, including companies that attempt, as we do, to target business
consumers. We believe that to successfully compete, our communities must be
structured around themes that are important to our users. Further, our community
functions must be easily accessible at our web site through simple mouse clicks.
Ultimately, our communities must provide users with utility. This utility can
only be provided if meaningful dialog and user interaction develops within the
communities.

CONTENT AND INFORMATION

A large number of web sites and online services offer information features
and content, including news, stock quotes, industry specific content, yellow
pages, e-mail listings, job listing and other content and features that are
competitive with the content we plan to offer.

ADVERTISING OPPORTUNITIES

We compete with all types of online companies for advertisers. We also
compete with traditional media, including television, radio and print, for a
share of advertisers' total advertising budgets. We believe the number of
companies selling web-based advertising and the available inventory of
advertising space have increased substantially during recent periods.

We believe that the principal competitive factors in our markets are:

o brand recognition;

o ease of use;

o comprehensiveness;

o breadth and quality of products, services and content offered;

o access to customers; and

o with respect to advertisers and sponsors, the number of users,
duration and frequency of visits and user demographics.

Many of our competitors in all of our target markets have significantly
greater financial, technical, marketing and distribution resources. In addition,
providers of Internet tools and services may be acquired by, receive investments
from, or enter into other commercial relationships with larger, well-established
and well-financed companies.

33
<PAGE>

EMPLOYEES

As of December 31, 1999, we had six full-time employees and one part-time
employee. We also use six to eight independent contractors on a
project-to-project basis. We consider our relationships with our employees to be
good. None of our employees are covered by collective bargaining agreements.

PROPERTIES

Our corporate headquarters are located in approximately 4,000 square feet
of space at 249 East Ocean Boulevard, Long Beach, California. We lease these
premises at a monthly rental of $6,381. Currently all servers utilized in the
operation of our site are managed by Netgateway and housed at an Exodus
Communications data center in Irvine, California. Our server location is
monitored 24 hours a day, seven days per week, and connected to multiple,
redundant Internet access points and power sources.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

34
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers and directors are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------- --- -----------------------------------------------
<S> <C> <C>
Richard Kandel................................. 47 Chairman of the board and director

Woo Jin Kim.................................... 32 Chief executive officer, president and director

Jeffrey Crandell............................... 32 Chief technology officer

Mark Voorhis................................... 52 Chief financial officer and chief operating
officer

Shannon Jessup................................. 29 Executive vice president of business
development

Brian Wharton.................................. 32 Executive vice president of development

John Higgins................................... 53 Director

Philip Ellett.................................. 45 Director
</TABLE>

Richard Kandel founded b2bstores.com in June 1999 and has been our chairman
of the board since inception. He also was our president from inception until
August 1999. From 1974 through 1998, Mr. Kandel was the owner and president of
Kandel and Son, Inc., a sanitary supply distributor in the New York metropolitan
region. In January 1999, Mr. Kandel sold Kandel and Son to Enviro-Clean, a
distributor of janitorial and sanitary maintenance supplies and a principal
stockholder of b2bstores.com. Mr. Kandel served as president of Enviro-Clean
from January 1999 through September 1999. In September 1999, Mr. Kandel became
the chairman of the board and chief executive officer of Enviro-Clean. He
received his Bachelor of Science degree from Michigan State University.

Woo Jin Kim has served as our chief executive officer, president and a
director since August 1999. From December 1998 until joining b2bstores.com in
August 1999, Mr. Kim was the senior vice president of channel development at
Netgateway, Inc., a provider of e-commerce, web design and web hosting services.
From June 1998 to December 1998, Mr. Kim was the director of channel sales for
Admor Memory Corporation, a supplier of third-party memory products. From
November 1996 to May 1998, Mr. Kim served as the director of distribution sales
for TechWorks, Inc., a manufacturer of third-party computer memory products.
From November 1994 to November 1996, Mr. Kim was a senior product manager for
Merisel, Inc., a distributor of computer products. From December 1992 to
November 1994, Mr. Kim served as the director of marketing for MIC Systems and
Software Corp, a provider of dealership automation systems to the automotive,
motorcycle and marine industries.

Jeffrey Crandell has served as our chief technology officer since August
1999. From June 1998 until joining b2bstores.com in August 1999, he was senior
vice president of e-commerce for Netgateway. From June 1996 to June 1998, he
served as the chief operating officer of Digital Genesis, Inc., a provider of
e-commerce services. From October

35
<PAGE>

1994 to June 1996, Mr. Crandell was the manager of application systems at Mattel
Toys, a toy and games manufacturer. From June 1992 to October 1994, he was a
systems engineer for Fabrik Communications, an Internet e-mail service provider.
From January 1990 to June 1992, he was a systems operator for Dresser Industries
Inc., a supplier of equipment and services for the energy industry.
Mr. Crandell received his Bachelor of Science degree in computer science from
the University of Maryland.

Mark Voorhis has served as our chief financial officer and chief operating
officer since September 1999. In March 1999, Mr. Voorhis founded PC HouseCalls,
Inc., an Internet-based computer service company, where he served as chairman
and chief financial officer until joining b2bstores.com in September 1999. From
November 1997 until February 1999, he served as chief financial officer and
chief operating officer for Admor. From October 1994 until November 1997,
Mr. Voorhis was an independent consultant. From November 1983 until September
1994, Mr. Voorhis worked with Montano Securities Corporation in several
different capacities, including as chief operating officer and chief financial
officer. Mr. Voorhis has a Bachelor of Arts degree in business administration
from California State University.

Shannon Jessup has served as our executive vice president of business
development since August 1999. From January 1999 until joining b2bstores.com in
August 1999, Ms. Jessup was the vice president of channel marketing for
Netgateway. From August 1994 to January 1999, Ms. Jessup held several executive
positions at Merisel, including director of product marketing from June 1998 to
January 1999 and director of North American strategic operations from January
1998 to June 1998. Prior to joining Merisel, from February 1992 to August 1994,
Ms. Jessup was the manager of sales and marketing for ADAM systems, a value
added reseller and software solutions provider in the health care industry.
Ms. Jessup received her Bachelor of Arts degree in economics from the University
of California.

Brian Wharton has served as our executive vice president of technology
development since August 1999. Mr. Wharton is also currently a member of
Microsoft's Internet advisory board. From June 1998 until joining b2bstores.com
in August 1999, Mr. Wharton was the senior vice president of development at
Netgateway. From June 1996 to June 1998, Mr. Wharton was the chief technology
officer at Digital Genesis, a provider of e-commerce services, which was
acquired by Netgateway in June 1998. From May 1992 to June 1996, Mr. Wharton was
the lead developer at Mattel Toys. From May 1990 to May 1992, Mr. Wharton was
the manager of research and development at Tarp Information Systems Inc., a
software development company. Mr. Wharton received his Bachelor of Science
degree in geography from the University of Maryland.

John Higgins has served as a director of b2bstores.com since September
1999. Since May 1998, Mr. Higgins has been an executive vice president and a
partner at Reliant Innovations, a corporate reseller of computer products. From
March 1997 to April 1998, Mr. Higgins served as the executive vice president of
sales and marketing for TechWorks. From February 1996 to February 1997,
Mr. Higgins was the senior vice president of Sales for Bell Microproducts Inc.,
an industrial distributor of storage products to high-end value added and
corporate resellers. From June 1993 to January 1996, he was senior vice

36
<PAGE>

president of sales and marketing at NCD Inc., a computer distributor, which was
acquired by Ameriquest Corp. during his tenure.

Philip Ellett has served as a director of b2bstores.com since September
1999. Mr. Ellett is currently an executive vice president and president of the
Americas division for Ingram Micro Inc., a wholesale distributor of computer
equipment, for which Mr. Ellett has worked since January 1996. From September
1989 to December 1995, Mr. Ellett held several positions with Gates/Arrow,
including as president of Gates/Arrow and chief executive officer. Mr. Ellett
received his HNC in electrical engineering from the Upper Thames College of
Technology in England.

Because we are a small company, we are currently dependent on the efforts
of a limited number of management personnel. We believe that, given the
development stage of our business and the large amount of responsibility being
placed on each member of our management team, the loss of the services of any
member of this team at the present time would harm our business. Each member of
our management team supervises the operation and growth of one or more integral
parts of our business.

BOARD OF DIRECTORS AND COMMITTEES

Our board of directors is divided into three classes, each of which
generally serves for a term of three years, with only one class of directors
being elected in each year. The term of office of the first class of directors,
currently consisting of Mr. Kandel, will expire in 2002, the term of office of
the second class of directors, currently consisting of Mr. Kim, will expire in
2001, and the term of office of the third class of directors, currently
consisting of Messrs. Higgins and Ellett, will expire in 2000. In each case,
each director will hold office until the next annual meeting of stockholders at
which his class of directors is to be elected, or until his successor is duly
qualified and appointed.

The board maintains an audit committee, currently composed of Messrs.
Higgins, Ellett and Kandel. The board also maintains a compensation committee
composed of Messrs. Higgins, Ellett and Kandel.

The responsibilities of the audit committee include, in addition to other
duties that the board may specify:

o recommending to the board the appointment of independent certified
public accountants;

o reviewing the timing, scope and results of the independent certified
public accountants' audit examination and the related fees;

o reviewing periodic comments and recommendations by our independent
certified public accountants and our responses to those comments;

o reviewing the scope and adequacy of internal accounting controls and
internal auditing activities; and

o making recommendations to the board with respect to significant
changes in accounting policies and procedures.

37
<PAGE>

The responsibilities of the compensation committee include, in addition to
other duties that the board may specify:

o reviewing and recommending to the board the salaries, compensation
and benefits of our executive officers and key employees;

o reviewing any related party transactions on an ongoing basis for
potential conflicts of interest; and

o administering our stock option plans, if not administered by the full
board.

COMPENSATION OF DIRECTORS

Non-employee directors will be reimbursed for reasonable travel and lodging
expenses incurred in attending meetings of the board of directors and any
committee on which they may serve. Each non-employee director also will receive
$500 for each board or committee meeting he attends. Each director also will be
eligible to receive grants of options at the discretion of the compensation
committee. In September 1999, we issued 2,500 shares of our common stock to each
of Messrs. Higgins and Ellett in consideration of their becoming directors of
b2bstores.com.

EXECUTIVE COMPENSATION

We have entered into employment agreements with each of our officers. Each
of our officers are full-time employees of b2bstores.com, except Richard Kandel,
our chairman of the board. Under his employment agreement with us, Mr. Kandel is
required to devote only 50% of his business time to b2bstores.com.

38
<PAGE>

The basic terms of each employment agreement are as follows:

<TABLE>
<CAPTION>
TERM OF
NAME OF OFFICER AGREEMENT ANNUAL SALARY BONUS OPTIONS
- ------------------------------------- --------- ------------------- -------- ---------
<S> <C> <C> <C> <C>
Richard Kandel 11/1/99 1st Year: $150,000 -- --
Chairman of the board to 2nd Year: 200,000
10/31/02 3rd Year: 250,000

Woo Jin Kim 08/1/99 $175,000 $ 75,000 300,000
Chief executive officer to shares
07/31/02

Jeffrey Crandell 08/15/99 $130,000 $ 70,000 175,000
Chief technology officer to shares
08/14/02

Mark Voorhis 09/15/99 $140,000 $ 70,000 175,000
Chief financial officer to shares
09/14/02

Shannon Jessup 08/15/99 $130,000 $ 70,000 175,000
Executive vice president to shares
08/14/02

Brian Wharton 08/15/99 $130,000 $ 70,000 175,000
Executive vice president to shares
08/14/02
</TABLE>

The bonuses payable to Mr. Kim are due in installments upon the attainment
by b2bstores.com of performance objectives as follows:

o $25,000 upon the hiring of qualified persons to fill certain key
management positions. This has been accomplished.

o $25,000 upon the introduction of 25 or more product categories at our
web site.

o $25,000 upon consummation of this offering.

The bonuses payable to the other officers set forth above include a payment
of $20,000 to each officer upon consummation of this offering. For each officer,
the remaining bonus amounts represent up to $12,500 payable after each quarter
in 2000 that performance objectives are achieved by b2bstores.com. The
objectives are as follows:

GOALS FOR CASH BONUSES

<TABLE>
<CAPTION>
Q1-2000 Q2-2000 Q3-2000 Q4-2000
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue................................ $626,000 $1,867,500 $4,252,000 $7,280,000
Margin................................. 6.00% 6.00% 7.00% 7.00%
Avg. hits per month.................... 333,333 750,000 1,300,000 2,083,333
</TABLE>

39
<PAGE>

Each of Mr. Crandell, Mr. Voorhis, Ms. Jessup and Mr. Wharton will be
granted options upon the effective date of this prospectus with an exercise
price equal to 80% of the offering price in this offering. These options will
vest as follows:

o Mr. Kim's options vest with respect to 150,000 shares upon completion
of this offering. Options to purchase an additional 50,000 shares
will vest in each of August 2000, 2001 and 2002.

o Each of Mr. Crandell's and Mr. Wharton's options vest with respect to
87,500 shares, 43,750 shares and 43,750 shares in August 2000, 2001
and 2002, respectively.

o Mr. Voorhis' options vest with respect to 87,500 shares, 43,750
shares and 43,750 shares in September 2000, 2001 and 2002,
respectively.

o Ms. Jessup's options with respect to 50,000 shares vest upon
consummation of this offering. Options to purchase an additional
62,500 shares, 31,250 shares and 31,250 shares will vest in August
2000, 2001 and 2002, respectively.

In addition, each of Mr. Crandell, Mr. Voorhis, Ms. Jessup and Mr. Wharton
will also be entitled to receive options to purchase up to 12,500 additional
shares at fair market value on the date the option is granted after each quarter
in 2000 upon the attainment by b2bstores.com of performance objectives. These
objectives are as follows:

GOALS FOR STOCK BONUSES

<TABLE>
<CAPTION>
Q1-2000 Q2-2000 Q3-2000 Q4-2000
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue................................ $688,600 $2,054,250 $4,677,200 $8,008,000
Margin................................. 6.60% 6.60% 7.70% 7.70%
Avg. hits per month.................... 366,666 825,000 1,430,000 2,291,666
</TABLE>

Our employment agreement with each of these officers contains provisions
prohibiting competition with us during their employment with us and for
prescribed periods of time after termination of employment. However, some state
courts may not enforce one or more of these provisions as a matter of public
policy. In these circumstances, we may not be able to prevent an officer from
competing with us, which could have an adverse impact on our business.

POTENTIAL CONFLICTS OF INTEREST

Mr. Kandel's position as a director, officer and stockholder of each of
b2bstores.com and Enviro-Clean may create or appear to create potential
conflicts of interest when he is faced with decisions that could have different
implications for b2bstores.com and Enviro-Clean. These decisions may relate to:

o potential acquisitions of businesses,

o intercompany agreements,

o the establishment of e-commerce marketing arrangements and other
areas of competition,

40
<PAGE>

o the issuance or disposition of securities, and

o the election of directors.

We have an intercompany agreement with Enviro-Clean relating to, among
other things, its provision to us of fulfillment services for some of our
products, and our provision to it of various e-commerce services. This
agreement, as well as other aspects of our relationship with Enviro-Clean are
described under the section of this prospectus entitled "Certain Transactions."
We believe that the terms of this agreement are no less favorable to us than
could have been obtained from an unaffiliated third party.

Our by-laws provide that we will not enter into new material agreements
with Enviro-Clean or any other affiliate unless those agreements are approved by
a majority of our directors who are not affiliated with that affiliate. This
provision of our by-laws can only be amended by a majority of our directors who
are not affiliated with Enviro-Clean.

It is our policy that future transactions with affiliates, if any, will be
on terms no less favorable to us than we could have obtained from third-party
businesses.

1999 PERFORMANCE EQUITY PLAN

In September 1999, the board of directors adopted, and the stockholders
approved our 1999 Performance Equity Plan. The plan authorizes the granting of
awards of up to 2,000,000 shares of common stock to our key employees, officers,
directors and consultants. Awards consist of nonqualified options and options
intended to qualify as "incentive" stock options under Section 422 of the
Internal Revenue Code of 1986, restricted stock awards, deferred stock awards,
stock appreciation rights and other stock-based awards, as described in the
plan. As of the date of this prospectus, no options are outstanding under the
plan. We are obligated to grant options to purchase up to an aggregate of
200,000 shares of common stock under our plan to some of our officers in 2000 if
we achieve defined operating objectives. All of these grants would be at the
fair market value of our common stock at the date of grant. No person may be
awarded options to purchase more than 200,000 shares of common stock under the
plan in any year.

The plan is administered by the board of directors which determines the
persons to whom awards will be granted, the number of awards to be granted and
the specific terms of each grant, including the vesting of the options, subject
to the provisions of the plan.

In connection with incentive stock options, the exercise price of each
option may not generally be less than 100% of the fair market value of the
common stock on the date of grant. With respect to a grantee holding more than
10% of our outstanding stock the exercise price of each option may not be less
than 110% of that fair market value. The aggregate fair market value of shares
for which incentive stock options are exercisable for the first time by an
employee during any calendar year may not exceed $100,000. Nonqualified stock
options granted under the plan may be granted at a price determined by the board
of directors, not to be less than the fair market value of the common stock on
the date of grant.

41
<PAGE>

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Our by-laws include provisions permitted under Delaware law by which our
officers and directors are to be indemnified against various liabilities. These
provisions of the by-laws have no effect on any director's liability under
federal securities laws or the availability of equitable remedies, including
injunction or recission, for breach of fiduciary duty. We believe that these
provisions will facilitate our ability to continue to attract and retain
qualified individuals to serve as our directors and officers.

With respect to indemnification for liabilities arising under the
Securities Act of 1933 we have been advised that in the opinion of the
Securities and Exchange Commission this type of indemnification is against
public policy as expressed in the Securities Act and is unenforceable.

42
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the
number of shares of our outstanding common stock beneficially owned by:

o each of our directors;

o each person who is known by us to beneficially own 5% or more of our
common stock; and

o all of our directors and executive officers as a group.

<TABLE>
<CAPTION>
PERCENTAGE OF OUTSTANDING SHARES
AMOUNT AND NATURE OWNED
OF BENEFICIAL --------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP BEFORE OFFERING AFTER OFFERING
- -------------------------------------------------------- ----------------- --------------- --------------
<S> <C> <C> <C>
Richard Kandel.......................................... 3,233,333 80.4% 43.0%

Woo Jin Kim............................................. 150,000 3.7% 2.0%

Enviro-Clean of America, Inc.
211 Park Avenue
Hicksville, New York 11802........................... 2,000,000 49.7% 26.6%

Randall Davis
c/o Enviro-Clean of America, Inc.
211 Park Avenue
Hicksville, New York 11802........................... 2,333,333 58.0% 31.0%

Steven Etra
c/o Enviro-Clean of America, Inc.
211 Park Avenue
Hicksville, New York 11802........................... 2,169,334 53.9% 28.8%

John Higgins............................................ 2,500 -- --

Philip Ellett........................................... 2,500 -- --

All executive officers and directors as a group......... 3,438,333 81.4% 44.5%
</TABLE>

The address for each specified person, if not included under each person's
name, is c/o b2bstores.com Inc., at 249 East Ocean Boulevard, Suite 620, Long
Beach, California 90802.

A person is deemed to beneficially own voting securities that can be
acquired by that person within 60 days from the date of this prospectus upon the
exercise of options. Each beneficial owner's percentage ownership is determined
by assuming that the options held by that person, but not those held by any
other person, and which are exercisable within 60 days of the date of this
prospectus have been exercised. Unless otherwise noted, we believe that all
persons named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them.

Richard Kandel, Randall Davis and Steven Etra are principals of
Enviro-Clean.

The information for Mr. Kandel represents:

o 1,066,666 shares owned directly by Mr. Kandel,

43
<PAGE>

o 100,000 shares owned by a profit sharing plan controlled by
Mr. Kandel on behalf of Kandel & Sons, another company owned by him,

o 66,667 shares owned by Mint Corp. of N.Y., an entity controlled by
Mr. Kandel, and

o 2,000,000 shares owned by Enviro-Clean.

Because our chairman of the board, Richard Kandel, will continue to
control b2bstores.com after the offering, your ability as a stockholder to
influence the management of b2bstores.com will be extremely limited. Mr. Kandel
beneficially owns approximately 80.4% of our outstanding common stock prior to
this offering, and will own approximately 43.0% upon completion of this
offering. He will be in a position to significantly influence any matter put to
a vote of our stockholders, including with respect to the election of our
directors.

Given his positions with both b2bstores.com and Enviro-Clean, Mr. Kandel's
interests, at times, could conflict with the interest of b2bstores.com and our
stockholders. Enviro-Clean maintains an online presence at www.b2bgoods.com and
through this web site sells products related to its janitorial and sanitary
maintenance operations. All of these products are also available through our web
site. In this regard, Enviro-Clean could be deemed a competitor of ours.

The information for Mr. Kim represents shares issuable upon exercise of
options that will vest upon consummation of this offering. It does not include
150,000 shares issuable upon exercise of options that will vest in three equal
annual installments commencing in August 2000.

The information for Mr. Davis represents (a) 333,333 shares owned directly
by Mr. Davis and (b) 2,000,000 shares owned by Enviro-Clean, a company of which
Mr. Davis is president and a principal stockholder.

The information for Mr. Etra represents:

o 158,667 shares owned directly by Mr. Etra;

o 10,667 shares owned by SRK Associates, a company of which Mr. Etra is
an owner; and

o 2,000,000 shares owned by Enviro-Clean, of which Mr. Etra is a
stockholder and director.

Our executive officer and director group is comprised of the following
eight persons:

o Richard Kandel

o Woo Jin Kim

o Mark Voorhis

o Jeffrey Crandell

o Shannon Jessup

44
<PAGE>

o Brian Wharton

o John Higgins

o Philip Ellett

The information for the group includes:

o all the shares beneficially owned by Messrs. Kandel, Kim, Higgins and
Ellett; and

o includes 50,000 shares issuable to Ms. Jessup upon exercise of the
options that will vest upon consummation of this offering.

The information for the group does not include:

o the shares specifically excluded from each person's ownership as
described above;

o 125,000 shares issuable to Ms. Jessup upon exercise of options that
will vest in annual installments commencing in August 2000;

o 175,000 shares issuable to Mr. Wharton upon exercise of options that
will vest in annual installments commencing in August 2000;

o 175,000 shares issuable to Mr. Crandell upon exercise of options that
will vest in annual installments commencing in August 2000; and

o 175,000 shares issuable to Mr. Voorhis upon exercise of options that
will vest in annual installments commencing in September 2000.

45
<PAGE>

CERTAIN TRANSACTIONS

Enviro-Clean is a supplier of janitorial and maintenance products and
services. It is a principal stockholder of b2bstores.com. There are aspects of
our relationship with Enviro-Clean of which you should be aware, including the
following:

o Richard Kandel, our chairman of the board is also the chairman of the
board, chief executive officer and principal stockholder of
Enviro-Clean;

o Enviro-Clean sells through the Internet many of the same janitorial
and maintenance products that we sell, and may be deemed a competitor
of ours in this regard;

o Given Mr. Kandel's roles with both b2bstores.com and Enviro-Clean and
the potentially competitive position of each business, he may not
always be able to align his interest with the interests of both
businesses. The manner in which any conflict of interest in any
situation is resolved may not be the manner that would be most
beneficial to the interests of the stockholders of b2bstores.com;

o Under an agreement we have with Enviro-Clean, it is prohibited from
selling other types of products through its own web site until it
owns less than 10% of our outstanding common stock;

o Under an agreement we have with Enviro-Clean, it is prohibited from
selling its products through any web site other than its own and ours
until it owns less than 10% of our outstanding common stock;

o Randall Davis, a principal stockholder of our b2bstores.com, is also
president and a principal stockholder of Enviro-Clean. Steven Etra, a
stockholder of b2bstores.com, also is a director and stockholder of
Enviro-Clean.

o Mr. Kandel is the founder and promoter of b2bstores.com.

The relationship between Enviro-Clean and b2bstores.com and their
affiliates is more fully described below. All transactions between b2bstores.com
and Enviro-Clean have been on terms no less favorable to b2bstores.com than
could have been obtained from third parties. Each transaction has been approved
by the respective board of directors of b2bstores.com and Enviro-Clean.

EARLY FINANCING OF B2BSTORES.COM.

Since our inception in June 1999, our working capital requirements had been
satisfied through:

o capital contributions made by our current stockholders, including
Mr. Kandel, Mr. Davis, Mr. Etra and Enviro-Clean, and

o loans made to us by Enviro-Clean.

In June 1999, we issued an aggregate of 3,666,667 shares of our common
stock for $27,500 in the form of $11,000 in cash and the transfer to us of the
web address, www.b2bstores.com. These shares were issued as follows:

o 1,000,000 shares to Mr. Kandel;

o 2,000,000 shares to Enviro-Clean;

o 66,667 shares to Mint Corp. of NY, a company owned by Mr. Kandel;

46
<PAGE>

o 66,667 shares to Steven Etra, a director and stockholder of
Enviro-Clean;

o 333,333 to Randall Davis, a director and officer of Enviro-Clean; and

o an aggregate of 200,000 shares to other persons not affiliated with
Enviro-Clean of b2bstores.com.

In August 1999, we consummated a financing in which we raised proceeds of
$625,000 through the sale of 333,333 shares of our common stock as follows:

o 66,666 shares to Mr. Kandel;

o 100,000 shares to K&S PSP, a profit sharing plan of which Mr. Kandel
is a trustee;

o 92,000 shares to Steven Etra;

o 26,667 shares to Richard Etra, Steven Etra's cousin;

o 37,333 shares to Kenneth Etra, Steven Etra's cousin and brother of
Richard Etra;

o 10,667 shares to SRK Associates, a company owned by Steven, Richard
and Kenneth Etra.

In September 1999, we issued an aggregate of 16,643 shares of our common
stock to various persons in consideration of services rendered by them to
b2bstores.com. These persons also render services to or are employed by
Enviro-Clean. We also issued 2,500 shares of our common stock to each of John
Higgins and Philip Ellett in consideration of their becoming directors of
b2bstores.com.

ENVIRO-CLEAN HAS GUARANTEED SOME OF OUR OBLIGATIONS

Enviro-Clean has furnished some of our vendors with guarantees with respect
to our obligations to them as part of our early stage development. Although we
anticipate that our receipt of the net proceeds of this offering will eliminate
our need to supply similar guarantees to vendors in the future, if additional
guarantees should be necessary, Enviro-Clean has no obligation, and may not have
the financial ability, to provide them.

During its formation, b2bstores.com used the offices of Enviro-Clean as a
mailing and contact address. No commercial operations were ever conducted from
the offices of Enviro-Clean and no rent, fees or other consideration was paid to
Enviro-Clean in this regard. Shortly after its formation, b2bstores.com obtained
the office space described in the "Business" section under the subsection
entitled "Properties." Because we are a development stage enterprise without an
operating history, the owner of the premises required a guarantor for the lease.
Enviro-Clean signed the lease as the guarantor. Enviro-Clean received no
compensation or other consideration for acting as our guarantor.

We will seek to have Enviro-Clean released from these guarantees upon
completion of the offering.

47
<PAGE>

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 25,000,000 shares of common stock,
$.01 par value per share, and 5,000,000 shares of preferred stock, $.01 par
value per share. Upon consummation of this offering, there will be outstanding
7,521,643 shares of common stock and no shares of preferred stock.

COMMON STOCK

The holders of our common stock are entitled to one vote per share on all
matters to be voted upon by our stockholders. The holders of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of
the outstanding shares can elect all of our directors. The holders of our common
stock are entitled to receive dividends, if any, as may be declared from time to
time by the board of directors out of legally available funds. In the event we
are liquidated or dissolved, the holders of our common stock are entitled to
receive all assets available for distribution to the stockholders. The holders
of common stock have no preemptive or other subscription rights, and there are
no conversion rights or redemption or sinking fund provisions with respect to
the common stock. All outstanding shares of common stock are, and the shares to
be issued in this offering will be, validly issued, fully paid and
nonassessable.

Prior to this offering, there has been no public market for our shares.
Although we have applied for quotation of our common stock on the Nasdaq
SmallCap Market, there can be no assurance that this application will be
approved. It is anticipated that this offering will not be completed until and
unless our common stock is approved for quotation on the Nasdaq SmallCap Market.
Even if our application to the Nasdaq SmallCap Market is approved, an active
trading market for our shares may not develop. If an active trading market is
not developed or maintained, the liquidity and trading price of our common stock
could be adversely affected. The per-share price in this offering was determined
by negotiations between us and the underwriters. It may bear no relationship to
the price at which the shares will trade upon completion of this offering. It
also is not indicative of the future market performance of our common stock.

PREFERRED STOCK

We are authorized to issue preferred stock, which may be issued from time
to time in one or more series upon authorization by the board of directors. The
board of directors, without further approval of the stockholders, is authorized
to fix the dividend rights, voting rights, redemption rights and any other
rights, preferences, privileges and restrictions applicable to each series of
preferred stock. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes could, among
other things, adversely affect the voting power of the holders of common stock
and, in some circumstances, make it more difficult for a third party to gain
control of b2bstores.com, discourage bids for our common stock at a premium or
otherwise adversely affect the market price of the common stock.

48
<PAGE>

SHARES AVAILABLE FOR FUTURE SALE

Substantially all of the 4,021,643 shares of our common stock outstanding
prior to this offering will become saleable under Rule 144 of the Securities Act
in June 2000, with the balance becoming saleable in August and September 2000.
Although the holders of these shares of common stock have signed agreements with
the underwriters under which they are restricted from selling our common stock
during the 12-months period following consummation of this offering, sales or
the expectation of sales of a substantial number of shares of our common stock
in the public market could adversely affect the prevailing market price of our
common stock.

In general, under Rule 144 as currently in effect, a person who has owned
restricted shares of common stock beneficially for at least one year is entitled
to sell, within any three-month period, a number of shares that does not exceed
the greater of the then average weekly trading volume and 1% of the total number
of outstanding shares of the same class. Sales under Rule 144 are also subject
to manner of sale provisions, notice requirements and the availability of
current public information about us. A person who has not been one of our
affiliates for at least the three months immediately preceding the sale and who
has beneficially owned shares of common stock for at least two years is entitled
to sell the shares under Rule 144 without regard to any of the limitations
described above.

The exercise of options and other securities to purchase our common stock
may also adversely affect the market price for our common stock and will dilute
the percentage ownership of our other stockholders. The dilutive effect upon the
exercise of these securities might also adversely affect our ability to obtain
additional capital. The holders of these securities may be expected to exercise
them when we would be able to obtain additional equity capital on terms more
favorable than these securities.

At the date of consummation of this offering, there will be outstanding
options to purchase 1,000,000 shares of our common stock. We also have
obligations under existing employment agreements which may cause us to grant
additional options to purchase up to 200,000 shares of our common stock under
our 1999 Performance Equity Plan during 2000. We also may grant options to
purchase up to an additional 1,800,000 shares of common stock under our plan and
other options and warrants to purchase common stock outside of the plan. We will
also issue warrants to the representatives to purchase up to 350,000 shares of
our common stock in connection with this offering.

TRANSFER AGENT

American Stock Transfer & Trust Company, 40 Wall Street, New York, New York
10005, acts as transfer agent for our common stock.

DIVIDENDS

We expect to retain all earnings generated by our operation for the
development and growth of our business, and do not anticipate paying any cash
dividends to our stockholders in the foreseeable future. The payment of future
dividends on the common stock and the rate of those dividends, if any, will be
determined by our board of directors in light of our earnings, financial
condition, capital requirements and other factors.

49
<PAGE>

We have agreed with the representatives that we will not declare a dividend
during the eighteen-month period beginning on the effective date of this
prospectus without their prior written consent.

ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS

Provisions in our certificate of incorporation and bylaws may have the
effect of delaying or preventing a change of control or changes in our
management that a stockholder might consider favorable. These provisions
include, among others:

o the division of the board of directors into three separate classes;

o the right of the board to elect a director to fill a space created by
the expansion of the board;

o the ability of the board to alter our bylaws; and

o the ability of the board to issue series of preferred stock without
stockholder approval.

Further, because we are incorporated in Delaware, we are subject to the
provisions of Section 203 of the Delaware General Corporation Law. These
provisions prohibit some stockholders, including those owning 15% or more of the
outstanding voting stock, from consummating a merger or combination with a
corporation unless:

o 66 2/3% of the shares of voting stock not owned by the significant
stockholder approve the merger or combination; or

o our board of directors approves the merger or combination or the
transaction which resulted in the significant stockholder owning 15%
or more of our outstanding voting stock.

50
<PAGE>

UNDERWRITING

Subject to the terms and conditions contained in the underwriting
agreement, b2bstores.com Inc. has agreed to sell to each of the underwriters
named below, and each of the underwriters, for which Gaines, Berland Inc. and
Nolan Securities Corp. are acting as representatives, has severally, and not
jointly, agreed to purchase on a firm commitment basis the number of shares
offered in this offering set forth opposite their respective names below:

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
- --------------------------------------------------------------------------------------- ---------
<S> <C>
Gaines, Berland Inc....................................................................
Nolan Securities Corp..................................................................
---------
Total 3,500,000
---------
---------
</TABLE>

A copy of the underwriting agreement has been filed as an exhibit to this
registration statement.

The representatives have advised us that the underwriters propose to offer
the shares to the public at the initial public offering price on the cover page
of this prospectus. They may allow some dealers who are members of the NASD, and
some foreign dealers, concessions not in excess of $ per share and the
dealers who receive concessions may reallow a sum not in excess of $ per
share to other dealers who are members of the NASD and to some foreign dealers.
Upon completion of this offering, the offering price, the concession to selected
dealers, and the reallowance to other dealers may be changed by the
representatives. The representatives have informed us that they do not expect
discretionary sales by the underwriters to exceed five percent of the shares
offered by this prospectus.

We have agreed to pay to the representatives an expense allowance on a non-
accountable basis, equal to 2.0% of the gross proceeds derived from the sale of
shares offered in this offering. We paid an advance on this allowance in the
amount of $50,000.

We have also granted to the underwriters an option, exercisable during the
45-day period commencing on the date of this prospectus, to purchase at the
public offering price per share, less the underwriting discount and commissions
and the non-accountable expense allowance, up to an aggregate of 525,000 shares
of common stock. The underwriters may exercise that option if the underwriters
sell more shares than the total number set forth in the table above. If any
shares are purchased pursuant to this option, the underwriters will severally
purchase shares in approximately the same proportion as set forth in the table
above. The underwriters may exercise this right of purchase only for the purpose
of covering over-allotments, if any, made in connection with the sale of shares.

51
<PAGE>

The following table provides information regarding the amount of the
discount to be paid to the underwriters by b2bstores.com:

<TABLE>
<CAPTION>
TOTAL WITHOUT TOTAL WITH
EXERCISE OF EXERCISE OF
DISCOUNT OVER-ALLOTMENT OVER-ALLOTMENT
PER SHARE OPTION OPTION
--------- -------------- --------------
<S> <C> <C> <C>
b2bstores.com.................................................... $ $ $
</TABLE>

We have also agreed to sell to the representatives for nominal
consideration, the representatives' warrants to purchase up to 350,000 shares of
common stock. The representatives' warrants are exercisable for a period of four
years commencing one year after the date of this prospectus at an exercise price
per share equal to $ .

The representatives' warrants may not be sold, transferred, assigned,
pledged, or hypothecated for a period of 12 months from the date of this
prospectus, except to officers or partners of the members of the selling group.
b2bstores.com has granted to the representatives one demand registration right
at b2bstores.com's expense for a period of five years from the effective date of
this offering and piggyback registration rights for a period of five years from
the effective date of this offering with respect to registration under the
Securities Act of the securities directly or indirectly issuable upon exercise
of the representatives' warrants.

The representatives' warrants contain anti-dilution provisions providing
for adjustments of the exercise price and number of shares issuable on exercise
of the representatives' warrants, upon the occurrence of some events, including
stock dividends, stock splits, and recapitalizations. The holders of the
representatives' warrants have no voting, dividend, or other rights as a
stockholder with respect to shares of common stock underlying the
representatives' warrants, unless the representatives' warrants shall have been
exercised.

In connection with this offering, we have granted the representatives the
right to designate one person for election to our board of directors for the
three-year period commencing on the closing date of this offering. In the event
the representatives elect not to exercise this right, then they may appoint an
observer to attend all meetings of our board of directors. This designee has the
right to notice of all meetings of the board of directors and to receive
reimbursement for all out-of-pocket expenses incurred to attend these meetings.
In addition, the designee will be entitled to indemnification to the same extent
as our directors.

We, and each of our officers, directors, and stockholders, have entered
into lock-up agreements under which we and they have agreed not to offer,
assign, issue, sell, hypothecate, or otherwise dispose of any shares of common
stock or securities of b2bstores.com convertible into, or exercisable or
exchangeable for, shares of common stock, without the prior written consent of
the representatives for a period of at least twelve months after the date of
this prospectus. Each securityholder may transfer securities of b2bstores.com,
or a beneficial interest in those securities, in a private transaction under an
exemption from registration provided that the transferee agrees in writing to be
bound by the terms of the lock-up agreement. The representatives may, at any
time and without notice, waive the terms of the lock-up agreements.

52
<PAGE>

Before this offering, there has been no public market for the common stock
of b2bstores.com. The public offering price, negotiated between b2bstores.com
and the representatives, is based upon b2bstores.com's financial and operating
history and condition, its prospects, the prospects for the industry we are in
and prevailing market conditions.

Rules of the Securities and Exchange Commission may limit the ability of
the underwriters to bid for or purchase shares before the distribution of the
shares is completed. However, the underwriters may engage in the following
activities in accordance with the rules:

o Stabilizing transactions. The underwriters may make bids or purchases for
the purpose of pegging, fixing or maintaining the price of the shares, so
long as stabilizing bids do not exceed a specified maximum.

o Over-allotments and syndicate coverage transactions. The underwriters may
create a short position in the shares by selling more shares than are set
forth on the cover page of this prospectus. If a short position is
created in connection with the offering, the representatives may engage
in syndicate covering transactions by purchasing shares in the open
market. The representatives may also elect to reduce any short position
by exercising all or part of the over-allotment option.

o Penalty bids. If the representatives purchase shares in the open market
in a stabilizing transaction or syndicate coverage transaction, they may
reclaim a selling concession from the underwriters and selling group
members who sold those shares as part of this offering.

Stabilization and syndicate covering transactions may cause the price of
the shares to be higher than it would be in the absence of these transactions.
The imposition of a penalty bid might also have an effect on the price of the
shares if it discourages resales of the shares.

Neither we nor the underwriters makes any representation or prediction as
to the effect that the transactions described above may have on the price of the
shares. These transactions may occur on the Nasdaq SmallCap Market, in the
over-the-counter market or on any trading market. If any of these transactions
are commenced, they may be discontinued without notice at any time.

We have agreed to indemnify the underwriters against some liabilities,
including civil liabilities under the Securities Act, or to contribute to
payments the underwriters may be required to make in this respect.

53
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We will file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings will be available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. These documents are also available at the
public reference rooms at the SEC's regional offices in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.

We have filed a registration statement on Form SB-2 under the Securities
Act of 1933 with the SEC. This prospectus is part of that registration statement
and, as permitted by the SEC's rules, does not contain all of the information
included in the registration statement. For further information about us and our
common stock, you may refer to the registration statement and its exhibits and
schedules. You can review and copy these documents at the public reference
facilities maintained by the SEC or on the SEC's web site as described above.

This prospectus may contain summaries of contracts or other documents. If
you would like complete information about a contract or other document, you
should read the copy filed as an exhibit to the registration statement.

LEGAL MATTERS

Legal matters in connection with this offering are being passed upon by the
law firm of Graubard Mollen & Miller, New York, New York. Orrick, Herrington &
Sutcliffe LLP is acting as counsel for the underwriters in connection with the
offering.

EXPERTS

The financial statements included in this prospectus and in the
registration statement have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the period set forth in
their report appearing elsewhere herein and in the registration statement, and
are included in reliance upon such report, given upon the authority of BDO
Seidman, LLP, as experts in auditing and accounting. This report contains an
explanatory paragraph indicating substantial doubt about our ability to continue
as a going concern.

54
<PAGE>

B2BSTORES.COM INC.

<TABLE>
<CAPTION>
INDEX
-----
<S> <C>
Report of Independent Certified Public Accountants........................................................ F-2

Financial Statements:
Balance Sheet.......................................................................................... F-3
Statement of Loss...................................................................................... F-4
Statement of Stockholders' Equity...................................................................... F-5
Statement of Cash Flows................................................................................ F-6
Summary of Business and Significant Accounting Policies................................................ F-7
Notes to Financial Statements.......................................................................... F-10
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Stockholders
b2bstores.com Inc.
Long Beach, California

We have audited the accompanying balance sheet of b2bstores.com Inc., a company
in the development stage, as of August 31, 1999, and the related statements of
loss, stockholders' equity and cash flows for the period from June 28, 1999
(inception) to August 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of b2bstores.com Inc. at August
31, 1999, and the results of its operations and its cash flows for the period
from June 28, 1999 (inception) to August 31, 1999, in conformity with generally
accepted accounting principles.

As discussed in Note 1, the accompanying financial statements have been prepared
assuming b2bstores.com Inc. will continue as a going concern. The Company is in
the development stage and has had no revenues from operations and will require
substantial additional funds for development and marketing of its products.
These matters raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company is pursuing sources of
additional financing (see Note 6) and there can be no assurance that any such
financing will be available to the Company on commercially reasonable terms, or
at all. Any inability to obtain additional financing will have a material effect
on the Company, including possibly requiring the Company to significantly
curtail or cease operations.

/s/ BDO Seidman, LLP

New York, New York
September 30, 1999, except for
Note 2 which is as of November 15, 1999

F-2
<PAGE>

B2BSTORES.COM INC.
BALANCE SHEET
AUGUST 31, 1999

<TABLE>
ASSETS
<S> <C>
Current:
Cash......................................................................................... $ 669,121
Security deposit................................................................................ 25,525
Deferred offering costs (Note 5)................................................................ 52,451
Property and equipment.......................................................................... 6,809
-----------
$ 753,906
-----------
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses............................................................................. $ 123,436
Due to principal stockholder (Note 2)........................................................ 179,836
-----------
Total current liabilities....................................................................... 303,272
-----------
Commitments (Note 3)
Stockholders' equity (Notes 4 and 6):
Preferred stock, $.01 par value--shares authorized 5,000,000; none issued.................... --
Common stock, $.01 par value--shares authorized 25,000,000; issued 4,000,000................. 40,000
Additional paid-in capital................................................................... 2,497,500
Deficit accumulated during the development stage............................................. (2,086,866)
-----------
Total stockholders' equity...................................................................... 450,634
-----------
$ 753,906
-----------
-----------
</TABLE>

See accompanying summary of business and significant accounting policies and
notes to financial statements.

F-3
<PAGE>

B2BSTORES.COM INC.
STATEMENT OF LOSS
PERIOD FROM JUNE 28, 1999 (INCEPTION) TO AUGUST 31, 1999

<TABLE>
<S> <C>
Operating expenses:
General and administrative........................................................ $ 31,875
Sales and marketing............................................................... 23,060
Start-up costs.................................................................... 130,431
Stock-based compensation relating to start-up
activities (Note 4)............................................................ 1,901,500
-----------
Total operating expenses.......................................................... 2,086,866
-----------
Net loss............................................................................. $(2,086,866)
-----------
-----------
Loss per share (basic and diluted)................................................... $ (.56)
-----------
-----------
Weighted average common shares outstanding (basic and diluted)....................... 3,712,820
-----------
-----------
</TABLE>

See accompanying summary of business and significant accounting policies and
notes to financial statements.

F-4
<PAGE>

B2BSTORES.COM INC.
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM JUNE 28, 1999 (INCEPTION) TO AUGUST 31, 1999

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE TOTAL
------------------- PAID-IN DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT CAPITAL STAGE EQUITY
--------- ------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock to
founding and other stockholders:
June 29, 1999................... 3,666,667 $36,667 $ -- $ -- $ 36,667
August 23, 1999................. 333,333 3,333 2,497,500 -- 2,500,833
Net loss........................... -- -- -- (2,086,866) (2,086,866)
--------- ------- ---------- ----------- -----------
Balance, August 31, 1999........... 4,000,000 $40,000 $2,497,500 $(2,086,866) $ 450,634
--------- ------- ---------- ----------- -----------
--------- ------- ---------- ----------- -----------
</TABLE>

See accompanying summary of business and significant accounting policies and
notes to financial statements.

F-5
<PAGE>

B2BSTORES.COM INC.
STATEMENT OF CASH FLOWS
PERIOD FROM JUNE 28, 1999 (INCEPTION) TO AUGUST 31, 1999

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss...................................................................................... $(2,086,866)
-----------
Adjustments to reconcile net loss to net cash used in operating activities:
Expense recognized in connection with issuance of common stock at a price below the
estimated fair value relating to start-up activities.................................. 1,901,500
Changes in assets and liabilities:
Increase in security deposit......................................................... (25,525)
Increase in accrued expenses......................................................... 123,436
-----------
Total adjustments.................................................................... 1,999,411
-----------
Net cash used in operating activities................................................ (87,455)
-----------
Cash flows from investing activities:
Capital expenditures.......................................................................... (6,809)
-----------
Cash flows from financing activities:
Deferred offering costs....................................................................... (52,451)
Loans from principal stockholders............................................................. 179,836
Proceeds from issuance of common stock to founding and other stockholders..................... 636,000
-----------
Net cash provided by financing activities........................................................ 763,385
-----------
Net increase in cash............................................................................. 669,121
Cash, beginning of period........................................................................ --
-----------
Cash, end of period.............................................................................. $ 669,121
-----------
-----------
</TABLE>

See accompanying summary of business and significant accounting policies and
notes to financial statements.

F-6
<PAGE>

B2BSTORES.COM INC.

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business

b2bstores.com Inc. ("b2bstores" or the "Company"), a development stage
enterprise, was incorporated on June 28, 1999 under the laws of the State of
Delaware. b2bstores is a branded Internet web site specifically designed to
assist business customers in the operation and development of their businesses.
The Company currently provides user-friendly online access to business products
and supplies, and will be expanded to provide access to business services,
auctions and business-related information and content.

Basis of Presentation

The financial statements have been prepared in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises," which requires
development stage enterprises to employ the same accounting principles as
operating companies.

Property and Equipment

Property and equipment are stated at cost. Depreciation will be computed
using the straight-line method over the estimated useful lives of the assets,
which range from two to five years.

Fair Value of Financial Instruments

The carrying amounts of financial instruments, including cash and due to
principal stockholder, approximated fair value as of August 31, 1999 because of
the relatively short maturity of the instruments.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition

To date, the Company has not generated any revenues. b2bstore.com
anticipates that its revenue will primarily be comprised of sales of merchandise
either purchased by b2bstores.com or placed on consignment with b2bstores.com,
commissions, advertising and other revenue.

F-7
<PAGE>

B2BSTORES.COM INC.
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Merchandise Revenue-Purchased Inventory

For sales of merchandise owned by b2bstores.com, the Company will be
responsible for billing the customer, shipping the merchandise to the customer
and processing merchandise returns. The Company will recognize the full sales
amount as revenue upon verification of the credit card transaction authorization
and shipment of the merchandise. In this type of transaction, the Company bears
both inventory and credit risk with respect to sales of its inventory. In
instances where the credit card authorization has been received but the
merchandise has not been shipped, the Company will defer revenue recognition
until the merchandise is shipped.

Auction Revenue

Purchased Inventory-Auctions

For sales of merchandise owned by b2bstores.com, the Company will be
responsible for billing the customer, shipping the merchandise to the customer
and processing merchandise returns. The Company will recognize the full sale
amount as revenue upon verification of the credit card transaction authorization
and shipment of the merchandise. In this type of transaction, the Company bears
both inventory and credit risk with respect to sales of its inventory. In
instances where the credit card authorization has been received but the
merchandise has not been shipped, the Company will defer revenue recognition
until the merchandise is shipped.

Consignment Inventory-Auctions

For sales on consignment, the Company will either take physical possession
of the merchandise or the vendor will retain physical possession of the
merchandise. In either case, the Company will not be obligated to take title to
the merchandise unless it successfully sells the merchandise, charges the
customer's credit card and either ships the merchandise directly or arranges for
a third party to complete delivery to the customer. Subsequently, the Company
will pay the vendor any amount due for the purchase of the related merchandise.
The Company will record the full sales amount as revenue upon credit card
authorization and shipment of the merchandise. In consignment transactions, the
Company will be at risk of loss for collecting all of the auction proceeds,
delivery of the merchandise and returns from customers. In instances where
credit card authorization has been received but the merchandise has not been
shipped, the Company will defer revenue recognition until the merchandise is
shipped.

The Company will allow customers to return merchandise in certain
circumstances, accordingly, the Company will provide for an allowance for
estimated future returns at the time of revenue recognition, based on historical
industry experiences.

Commission Sales-Auctions

The Company will also act as "Auctioneer" conducting electronic auctions of
members' merchandise, in exchange for a commission on the sale. Under this
arrangement, at the conclusion of an auction the Company will forward the order
information to the vendor, who then will charge the customer's credit card for
the merchandise and ship the

F-8
<PAGE>

B2BSTORES.COM INC.
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

merchandise to the customer. In these transactions, the Company will not take
title to or possession of the merchandise, and the vendor will bear all of the
risk of credit card charge backs.

Advertising Revenue

The Company will also earn revenue from the sale of advertising on its web
site. These revenues will be recognized as the advertisement is displayed.

Comprehensive Income

The Company is required to report comprehensive income under SFAS No. 130,
"Reporting Comprehensive Income", which establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners. There were no
items of comprehensive income during the period presented.

Income Taxes

The Company uses the liability method of accounting for income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes". Deferred income tax
assets and liabilities are recognized based on the temporary differences between
the financial statement and income tax bases of assets, liabilities and
carryforwards using enacted tax rates. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be
realized.

The Company has net operating losses ("NOL") of approximately $60,000 which
expire in 2019. The deferred tax asset resulting from this NOL has been offset
with a valuation allowance.

Loss Per Share

Basic loss per share is based only on the average number of common shares
outstanding for the period. Diluted loss per share is similar to basic loss per
share except that the weighted average number of common shares outstanding is
increased to include the weighted average number of additional common shares
that would have been outstanding if dilutive potential common shares, such as
options and warrants, had been issued. Dilutive potential common shares are
excluded from the computation if their effect is antidilutive.

Stock-Based Compensation

The Company accounts for its stock option awards under the intrinsic value
based method of accounting prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees". Under the intrinsic value
based method, compensation cost is the excess, if any, of the fair market value
of the stock at grant date or other measurement date over the amount an employee
must pay to acquire the stock. The Company will make pro forma disclosures of
net income and earnings per share as if the fair value based method of
accounting had been applied, as required by SFAS No. 123, "Accounting for
Stock-Based Compensation."

F-9
<PAGE>

B2BSTORES.COM INC.

NOTES TO FINANCIAL STATEMENTS

1. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and has had no revenues from operations since inception. There can be no
assurance that the Company will be able to obtain the substantial additional
capital resources necessary to pursue its business plan or that any assumptions
relating to its business plan will prove to be accurate. The Company is pursuing
sources of additional financing (see Note 6) and there can be no assurance that
any such financing will be available to the Company on commercially reasonable
terms, or at all. Any inability to obtain additional financing will have a
material adverse effect on the Company, including possibly requiring the Company
to significantly curtail or cease operations.

These factors raise substantial doubt about the ability of the Company to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

2. DUE TO PRINCIPAL STOCKHOLDER

At August 31, 1999, the Company had a promissory note payable to one
stockholder of $179,836 that bears interest at the rate of 8% per year.
Principal and interest are due and payable on the earlier of (i) December 31,
1999 and (ii) the date the Company consummates an offering of its equity
securities yielding gross proceeds of at least $2,000,000. On November 15, 1999
the Company and the stockholder amended and restated the promissory note to
provide for borrowings of up to $1,000,000 with principal and interest at the
rate of 8% due upon the earlier of (i) February 1, 2000 and (ii) the date the
Company consummates an offering of its equity securities yielding gross proceeds
of at least $2,000,000.

3. COMMITMENTS

Employment Agreements

In August and September 1999, the Company entered into employment
agreements with certain employees providing for future minimum annual
compensation as follows:

<TABLE>
<CAPTION>
YEAR ENDING AUGUST 31,
- --------------------------------------------------------------------------------------------------
<S> <C>
2000.............................................................................................. $ 820,000
2001.............................................................................................. 895,000
2002.............................................................................................. 945,000
----------
$2,660,000
----------
----------
</TABLE>

Certain of these employees are entitled to receive aggregate bonuses of up
to $355,000 upon the attainment by the Company of certain objectives, including
the hiring of certain employees and the consummation of an initial public
offering ("IPO") of the Company's common stock. Of this amount, $25,000 has been
subsequently earned and

F-10
<PAGE>

B2BSTORES.COM INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. COMMITMENTS--(CONTINUED)

$105,000 will be earned upon consummation of the IPO. These amounts will be paid
out of the proceeds of the IPO.

These employees will also be granted on the effective date of the
registration statement for the Company's IPO (the "Effective Date") stock
options to purchase 1,000,000 shares of the Company's common stock at an
exercise price equal to 80% of the market price established on the Effective
Date. The options will have a contractual life of approximately 10 years. Of
these options, 200,000 will vest at the time of grant. The remaining options
will vest over a period of three years. In connection with the issuance of these
options, the Company will record compensation expense based on the excess of the
fair market value on the Effective Date and the exercise price of such options.

The agreements also provide for certain key employees, for each calendar
quarter during calendar year 2000, to be granted options under the 1999
Performance Equity Plan (the "Plan") (See Note 6) (if they are still employed)
to purchase 50,000 shares of common stock at a per share price equal to the last
sales price of the Company's common stock on the last trading day prior to the
date of grant, assuming the successful completion of the IPO, or fair value.

Lease Commitments

The Company leases office space for its corporate headquarters in Long
Beach, California under an operating lease through August 2001. The minimum
lease payments required under the noncancellable operating lease for the years
subsequent to August 31, 1999 are:

<TABLE>
<CAPTION>
YEAR ENDING AUGUST 31,
- ----------------------------------------------------------------------------------------------------
<S> <C>
2000................................................................................................ $ 77,000
2001................................................................................................ 77,000
--------
$154,000
--------
--------
</TABLE>

Total rent expense for the period ending August 31, 1999 was $3,000.

Service Agreement

During July 1999, the Company entered into an e-commerce system service
agreement with Netgateway pursuant to which Netgateway designs, develops,
maintains and houses the Company's web site. For these services the Company has
paid an up-front fee with additional nominal operating fees payable to
Netgateway based on the number of hits on the web site. Netgateway will also be
entitled to a small percentage of all revenues generated from sales (varying
according to sales volume) processed through the Company's e-commerce
infrastructure, whether as a result of sales of products by the Company or sales
by other web sites to which the Company provides vendor management or processing
services. The Company is also obligated to share equally with Netgateway all
advertising and "click-through" revenues generated through the Company's web
site. This service

F-11
<PAGE>

B2BSTORES.COM INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. COMMITMENTS--(CONTINUED)

agreement extends through February 2001 and is subject to automatic renewals for
successive one-year terms unless terminated by either party with six months
notice prior to the lapse of the initial term or any renewal term thereafter.

4. STOCKHOLDERS' EQUITY

Capital Stock

On June 28, 1999, the Company's Board of Directors authorized capital stock
consisting of 25,000,000 shares of common stock, $.01 par value per share, and
5,000,000 shares of preferred stock, $.01 par value per share.

Issuance of Common Stock

On June 29, 1999, the founding stockholder and other investors of the
Company purchased 3,666,667 shares of common stock with an original par value of
$27,500 for $11,000 in cash. The difference between the cash paid and the par
value of the stock of $16,500, which represented the value of the web address
b2bstores.com contributed by the principal stockholder, was recorded as a
non-cash compensation charge to operations. In connection with the stock split
of the Company's common stock (see Note 6), the Company recorded an additional
non-cash compensation charge to operations of $9,000.

On August 23, 1999, the Company sold 333,333 shares of its common stock for
$625,000 to certain investors including its chairman of the board and certain
affiliates. In connection with the August 23, 1999 issuance, the Company
recorded a non-cash compensation charge to operations of $1,875,000,
representing the difference between the selling price of the stock and its
estimated fair value. In connection with the stock split of the Company's common
stock (see Note 6), the Company recorded an additional non-cash compensation
charge to operations of $1,000.

5. DEFERRED OFFERING COSTS

The Company has incurred costs of $52,451, in connection with the IPO (see
Note 6). Upon consummation of the IPO, the deferred offering costs will be
charged to equity. Should the IPO prove to be unsuccessful, these deferred
costs, as well as additional expenses to be incurred, will be charged to
operations.

6. SUBSEQUENT EVENTS

Initial Public Offering

On September 27, 1999, the Board of Directors authorized the management of
the Company to file a registration statement for the IPO of the Company's common
stock. The Company plans to raise gross proceeds of $35,000,000. There can be no
assurance that the financing will occur. The Company plans to issue 350,000
common stock purchase warrants to representatives of the underwriters in
connection with the IPO.

F-12
<PAGE>

B2BSTORES.COM INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. SUBSEQUENT EVENTS--(CONTINUED)

Stock Split

The Company's Board of Directors authorized a 4 for 3 split of its common
stock in the form of a stock dividend, effective September 28, 1999. All shares
and per-share amounts in the accompanying financial statements have been
restated to give effect to the stock split.

Issuance of Common Stock

In September 1999, the Company issued an aggregate of 16,643 shares of
common stock to consultants in connection with services rendered to the Company
and 5,000 shares to directors. The shares were valued at $10 per share.

1999 Performance Equity Plan

On September 30, 1999, the Board of Directors and stockholders approved the
Plan. The Plan authorizes the granting of awards up to 2,000,000 shares of
common stock to key employees, officers, directors and consultants. Awards
consist of stock options (both nonqualified options and options intended to
qualify as "Incentive" stock options under Section 422 of the Internal Revenue
Code of 1986, as amended), registered stock awards, deferred stock awards, stock
appreciation rights and other stock-based awards, as described in the Plan. No
options have been granted under the Plan.

F-13
<PAGE>

3,500,000 SHARES

COMMON STOCK

[LOGO]
b2bstores.com

------------------------
PROSPECTUS
------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF COMMON STOCK.

GAINES, BERLAND INC. NOLAN SECURITIES CORP.
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law, as amended, authorizes
the Registrant to indemnify any director or officer under certain prescribed
circumstances and subject to certain limitations against certain costs and
expenses, including attorneys' fees actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person is a party by reason of
being a director or officer of the Registrant if it is determined that such
person acted in accordance with the applicable standard of conduct set forth in
such statutory provisions. Article IV of the Registrant's By-Laws extends such
indemnities to the full extent permitted by Delaware law.

The Registrant may also purchase and maintain insurance for the benefit of
any director or officer which may cover claims for which the Registrant could
not indemnify such persons.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following statement sets forth the estimated expenses in connection
with the offering described in the Registration Statement, all of which will be
borne by the Registrant.

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee................... $ 12,358
Nasdaq Filing Fees.............................................. 69,375
NASD Filing Fees................................................ 4,945
Accountants' Fees............................................... 100,000
Legal Fees...................................................... 175,000
Printing and engraving.......................................... 200,000
Transfer Agent.................................................. 10,000
Blue Sky Fees................................................... 50,000
Miscellaneous................................................... 28,322
--------
Total..................................................... $650,000
--------
--------
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

We were formed in June 1999. In our initial round of capitalization on
June 28, 1999, we sold an aggregate of 3,666,667 shares of common stock to
sophisticated purchasers for $27,500 in the form of $11,000 cash and the
transfer to us of any right, title and interest they otherwise might have had in
the web address www.b2bstores.com, in reliance on the exemption under
Section 4(2) of the Securities Act of 1933. These persons were given the
opportunity to speak with our executive officers and ask questions about our
business and plans. No placement agent was engaged and no commissions were paid.
The shares were issued as follows:

II-1
<PAGE>

<TABLE>
<CAPTION>
HOLDER NUMBER OF SHARES
- ---------------------------------------------- ----------------
<S> <C>
Richard Kandel................................ 1,000,000
Randall Davis................................. 333,333
Steven Etra................................... 66,667
Enviro-Clean.................................. 2,000,000
C. Walter Stursburg........................... 66,667
HOM Advisors.................................. 133,333
Mint Corp. of NY.............................. 66,667
----------
Total................................... 3,666,667
----------
----------
</TABLE>

The principal of Mint Corp. of NY is Mr. Kandel. The principal of HOM
Advisors is Robert Ocko.

In August 1999, we raised additional capital of $625,000 through the
issuance of 333,333 shares of common stock to sophisticated purchasers for $1.88
per share in reliance on the exemption under Section 4(2). These persons were
given the opportunity to speak with our executive officers and ask questions
about our business and plans. No placement agent was engaged and no commissions
were paid. The shares were issued as follows:

<TABLE>
<CAPTION>
HOLDER NUMBER OF SHARES
- ---------------------------------------------- ----------------
<S> <C>
Richard Kandel................................ 66,666
K&S PSP....................................... 100,000
SRK Associates................................ 10,667
Steven Etra................................... 92,000
Richard Etra.................................. 26,667
Kenneth Etra.................................. 37,333
----------
333,333
----------
----------
</TABLE>

The principal of K&S PSP is Mr. Kandel. The principals of SRK Associates
are Steven Etra, Richard Etra and Kenneth Etra.

In September 1999, we issued 21,643 shares of our common stock to
sophisticated individuals in reliance on the exemption under Section 4(2).
16,643 of these shares were issued in consideration of professional services
rendered to us, including accounting services. The remaining 5,000 shares were
issued to two persons upon becoming directors of b2bstores.com. These shares
were valued at $216,430. Each person had the opportunity to meet with and ask
questions of our executive officers about our business and plans. No placement
agent was engaged and no commissions were paid. The shares were issued as
follows:

<TABLE>
<CAPTION>
HOLDER NUMBER OF SHARES
- ---------------------------------------------- ----------------
<S> <C>
Jan Pasternack................................ 10,000
Stephen Kirschner............................. 3,000
Irwin Gorelick................................ 1,143
Neil Koenig................................... 2,500
Philip Ellett................................. 2,500
John Higgins.................................. 2,500
----------
21,643
----------
----------
</TABLE>

II-2
<PAGE>

ITEM 27. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.1 -- Form of Underwriting Agreement*
3.1 -- Certificate of Incorporation*
3.1(a) -- Amendment to Certificate of Incorporation*
3.2 -- By-Laws*
3.2(a) -- Amended Bylaws*
4.1 -- Specimen Common Stock Certificate*
4.2 -- Form of Representatives' Warrant Agreement, including form of Repesentatives' Warrant*
5.1 -- Opinion of Graubard Mollen & Miller*
10.1 -- Employment Agreement with Woo Jin Kim*
10.2 -- Amended Employment Agreement with Richard Kandel*
10.3 -- Employment Agreement with Shannon Jessup*
10.4 -- Employment Agreement with Brian Wharton*
10.5 -- Employment Agreement with Jeffrey Crandell*
10.6 -- Employment Agreement with Mark Voorhis*
10.7 -- Form of Stock Option Agreement with Woo Jin Kim*
10.8 -- Form of Stock Option Agreement with Shannon Jessup*
10.9 -- Form of Stock Option Agreement with Brian Wharton*
10.10 -- Form of Stock Option Agreement with Jeffrey Crandell*
10.11 -- Form of Stock Option Agreement with Mark Voorhis*
10.12 -- Services Agreement with Netgateway+(1)
10.13 -- Lease for 249 East Ocean Boulevard, Long Beach, California*
10.14 -- Web Site Services Agreement between b2bstores.com and Enviro-Clean+
10.15 -- 1999 Performance Equity Plan*
10.16 -- Promissory Note with Enviro-Clean*
10.16(a) -- Amended and Restated Promissory Note with Enviro-Clean+
23.1 -- Consent of Graubard Mollen & Miller
(included in the Opinion filed as Exhibit 5.1)*
23.2 -- Consent of BDO Seidman, LLP+
27.1 -- Financial Data Schedule*
</TABLE>

- ------------------

* Previously filed
+ Filed herewith.
(1) We have requested confidential treatment from the SEC for certain
portions of these agreements.

II-3
<PAGE>

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.

(iii) Include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

(iv) Include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(4) To provide to the underwriters at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to
each purchaser.

(5) "Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable."

II-4
<PAGE>

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

(6) If the issuer relies on Rule 430A under the Securities Act, the
small business issuer will:

(1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the small business issuer under
Rule 424(b)(1), or (4), or 497(h) under the Securities Act as part of
this registration statement as of the time the Commission declared it
effective.

(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a
new registration statement for the securities offered in the
registration statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.

II-5
<PAGE>

SIGNATURES

IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS OF FILING ON FORM SB-2 AND HAS AUTHORIZED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, IN THE
CITY OF NEW YORK ON THE 5TH DAY OF JANUARY 2000.

b2bstores.com Inc.

By: /s/ WOO JIN KIM
----------------------------------
Woo Jin Kim
Chief Executive Officer

In accordance with the requirements of the Securities Act, this
registration statement or amendment was signed by the following persons in the
capacities and on the dates stated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ --------------------------------------- -------------------
<S> <C> <C>
* Chairman of the Board and January 5, 2000
- ------------------------------------------ Director
Richard Kandel

/s/ WOO JIN KIM Chief Executive Officer, January 5, 2000
- ------------------------------------------ President and Director
Woo Jin Kim

* Chief Financial Officer and January 5, 2000
- ------------------------------------------ Chief Operating Officer
Mark Voorhis

Director
- ------------------------------------------
John Higgins

* Director January 5, 2000
- ------------------------------------------
Philip Ellett
</TABLE>

- ------------------

* By power of attorney

II-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------------------------------------------------------------------------------------------

<S> <C> <C>
1.1 -- Form of Underwriting Agreement*
3.1 -- Certificate of Incorporation*
3.1(a) -- Amendment to Certificate of Incorporation*
3.2 -- By-Laws*
3.2(a) -- Amended Bylaws*
4.1 -- Specimen Common Stock Certificate*
4.2 -- Form of Representatives' Warrant Agreement, including form of Repesentatives' Warrant*
5.1 -- Opinion of Graubard Mollen & Miller*
10.1 -- Employment Agreement with Woo Jin Kim*
10.2 -- Amended Employment Agreement with Richard Kandel*
10.3 -- Employment Agreement with Shannon Jessup*
10.4 -- Employment Agreement with Brian Wharton*
10.5 -- Employment Agreement with Jeffrey Crandell*
10.6 -- Employment Agreement with Mark Voorhis*
10.7 -- Form of Stock Option Agreement with Woo Jin Kim*
10.8 -- Form of Stock Option Agreement with Shannon Jessup*
10.9 -- Form of Stock Option Agreement with Brian Wharton*
10.10 -- Form of Stock Option Agreement with Jeffrey Crandell*
10.11 -- Form of Stock Option Agreement with Mark Voorhis*
10.12 -- Services Agreement with Netgateway+(1)
10.13 -- Lease for 249 East Ocean Boulevard, Long Beach, California*
10.14 -- Web Site Services Agreement between b2bstores.com and Enviro-Clean+
10.15 -- 1999 Performance Equity Plan*
10.16 -- Promissory Note with Enviro-Clean*
10.16(a) -- Amended and Restated Promissory Note with Enviro-Clean+
23.1 -- Consent of Graubard Mollen & Miller
(included in the Opinion filed as Exhibit 5.1)*
23.2 -- Consent of BDO Seidman, LLP+
27.1 -- Financial Data Schedule*
</TABLE>

- ------------------

* Previously filed
+ Filed herewith.
(1) We have requested confidential treatment from the SEC for certain
portions of these agreements.

<PAGE>

REGISTRATION NO. 333-88511
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

EXHIBITS
FILED WITH
AMENDMENT NO. 3
TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

B2BSTORES.COM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

------------------------

VOLUME I

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

NOTE: CERTAIN CONFIDENTIAL TECHNICAL AND COMMERCIAL INFORMATION HAS BEEN
REDACTED FROM THIS EXHIBIT. ALL SUCH REDACTED INFORMATION IS ON FILE
WITH THE SEC.

NOTE: ASTERISK OR ASTERISKS [* * * *] INDICATE INFORMATION FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN SOUGHT

NETGATEWAY

ELECTRONIC COMMERCE SERVICES AGREEMENT

THIS ELECTRONIC COMMERCE SERVICES AGREEMENT (this "Agreement") is made
effective as of the Acceptance Date set forth in the initial eCommerce Services
Order Form ( July 28, 1999) accepted by Netgateway, a Nevada corporation
("Netgateway"), and the subscriber identified below ("Subscriber").

PARTIES:

SUBSCRIBER NAME: B2BSTORES.COM INC.
ADDRESS: 211 PARK AVENUE
HICKSVILLE, NY 11801

PHONE: (516) 931-4455
FAX: (516) 931-3530

NETGATEWAY
300 Oceangate, Suite 500
Long Beach, CA 90802
Phone: (562) 308-0010
Fax: (562) 308-0021

1. ELECTRONIC COMMERCE SERVICES.

1.1 eCommerce Services. Subject to the terms and conditions of this
Agreement, during the term of this Agreement, Netgateway will, through the
Netgateway Internet Commerce Center(TM) ("Netgateway ICC"), provide to
Subscriber the services described in the eCommerce Services Order Form(s) (the
"eCommerce Services Order Form(s)") accepted by Netgateway, or substantailly
similar services if such substantailly similar services would provide Subscriber
with substantially similar benefits (the "eCommerce Services"). All such
eCommerce Services Order Forms will be incorporated herein by this reference as
of the Acceptance Date set forth on each such form. Netgateway and Subscriber
have mutually agreed or will mutually agree upon the detailed final
specifications (the "Specifications") for the eCommerce Services and the
development timeline therefor, all of which are or will be set forth on the
attached initial eComerce Services Order Form attached hereto as Exhibit "A",
and by this reference made a part hereof.

1.2 Availability. ECommerce Services will be available to Subscriber for
inquiry and order entry functions twenty-four (24) hours a day, seven (7) days a
week. Netgateway reserves the right upon reasonable notice to Subscriber to
limit or curtail holiday or weekend availability when necessary for system
upgrades, adjustments, maintenance or other operational considerations.

1.3 Enhancements. General enhancements to existing eCommerce Services
provided hereunder, as well as new features that Netgateway incorporates into
its standard commerce processing system, regardless of whether they are
initiated by Netgateway or developed at the request of Subscriber or other
subscribers, shall be made available to Subscriber at no additional cost. Any
new features or services that may be developed by Netgateway during the term of
this Agreement which Netgateway intends to offer to subscribers on a limited or
optional basis may, at Netgateway's option, and subject to Subscriber's
acceptance, be made available to Subscriber at Netgateway's then-current prices
for such new features or services. Enhancements to existing eCommerce Services
requested by Subscriber that benefit only Subscriber at the time such
enhancements are put into service shall be billed to Subscriber at Netgateway's
standard rates for programming. All enhancements to the eCommerce Services, and
any new features or services introduced by Netgateway, shall remain the
exclusive proprietary property of Netgateway.

1.4 Training. At no cost to Subscriber, Netgateway shall provide such onsite
training and other assistance, as Netgateway deems necessary to assure that
Subscriber's personnel are able to make effective use of the eCommerce Services.
On-site training shall take place at such times and places as are mutually
agreeable to the parties hereto.

1.5 Subscriber Data.

(a) Subscriber Data. Subscriber will timely supply Netgateway, in a form
acceptable to Netgateway, with all data necessary for Netgateway to perform the
ongoing services to be provided hereunder. It is the sole responsibility of
Subscriber to insure the completeness and accuracy of such data.

(b) Confidentiality. Netgateway acknowledges that all records, data, files
and other input material relating to Subscriber are confidential and shall take
reasonable steps to protect the confidentiality of such records, data, files and
other materials. Netgateway will provide reasonable security safeguards to limit
access to Subscriber's files and records to Subscriber and other authorized
parties.

(c) Protection of Subscriber Files. Netgateway will take reasonable steps to
protect against the loss or alteration of Subscriber's files, records and data
retained by Netgateway, but Subscriber recognizes that events beyond the control
of Netgateway may cause such loss or alteration. Netgateway will maintain backup
file(s) containing all the data, files and records related to Subscriber.
Subscriber's file(s), records and data shall, at no cost to Subscriber, be
released to Subscriber on an occurrence that renders Netgateway unable to
perform hereunder, or upon the termination of this Agreement as provided herein.

(d) Ownership of Data. Netgateway acknowledges that all records, data, files
and other input material relating to Subscriber and its customers are the
exclusive property of the Subscriber.

2. FEES AND BILLING.

2.1 Fees. Subscriber will pay all fees and amounts in accordance with the
eCommerce Service Provider Forms.

2.2 Billing Commencement. The Initial Development Fee shall be due and
payable in accordance with the terms set forth on the eCommerce Services Order
Form. Billing for eCommerce Services indicated in the eCommerce Services Order
Form (including the eCommerce Rate, Fees Per Hit, Banner Advertising Revenue and
Click Through Revenue, as applicable) other than the Initial Development Fee,
shall commence on the "Operational Date" indicated in the eCommerce Services
Order Form. In the event that Subscriber orders other eCommerce Services in
addition to those listed in the initial eCommerce Services Order Form, billing
for such services shall commence on the date Netgateway first provides such
additional eCommerce Services to Subscriber or as otherwise agreed to by
Subscriber and Netgateway in the applicable eCommerce Services Order Form.

2.3 Billing and Payment Terms. All amounts due under this Agreement for
eCommerce Services indicated in the eCommerce Services Order Form shall be
payable in accordance with the Billing and Payment Terms set forth on Exhibit
"B" annexed hereto, which by this reference is made a part hereof.

2.4 Taxes, Utilities and Exclusions. All charges shall be exclusive of any
federal, state or local sales, use, excise, ad valorem or personal property
taxes levied, or any fines, forfeitures or penalties assessed in connection
therewith, as a result of this Agreement or the installation or use of the
eCommerce Services provided hereunder. Any such taxes shall be paid by
Subscriber or by Netgateway for Subscriber's account, in which case Subscriber
shall reimburse Netgateway for amounts so paid. Netgateway shall provide
burstible at 1 megabit per second capacity bandwith for Subscriber's website at
no additional charge. Should Subscriber need additional bandwidth, Netgateway
shall provide or make arrangements to provide such additional bandwidth and
invoice Subscriber for such excess bandwidth and/or use beyond a 1 megabit per
second burstible line. Netgateway will provide traffic reports to Subscriber
with respect to burstible capacity. Netgateway is not responsible for providing
connectivity to Subscriber's offices.

3. SUBSCRIBER'S OBLIGATIONS.

3.1 Compliance with Laws and Rules and Regulations. Subscriber agrees that
Subscriber will comply at all times with all applicable laws and regulations and
Netgateway's general rules and regulations relating to its provision of
eCommerce Services, currently included herein as Section 10, which may be
updated and provided by Netgateway to Subscriber from time to time ("Rules and
Regulations"). Subscriber acknowledges that Netgateway exercises no control
whatsoever over the content contained in or passing through the Subscriber's web
site, storefront or mall ("ECommerce Centers"), and that it is the sole
responsibility of Subscriber to ensure that the information it transmits and
receives complies with all applicable laws and regulations.

3.2 Access and Security. Subscriber will be fully responsible for any
charges, costs, expenses (other than those included in the eCommerce Services),
and third party claims that may result from its use of, or access to, the
Netgateway Internet Commerce Center(TM), including, but not limited to, any
unauthorized use or any access devices provided by Netgateway hereunder.

NETGATEWAY /B2BSTORES.COM
Electronic Commerce Services Agreement Page 1

<PAGE>

3.3 No Competitive Services. Subscriber may not at any time permit any
eCommerce Services to be utilized by Subscriber for the provision of any
services that compete with any Netgateway services, without Netgateway's prior
written consent.

3.4 Insurance.

(a) Minimum Levels. Within six (6) months of the date of this Agreement (the
last day of such period, the "Insurance Due Date"), Subscriber shall obtain and
keep in full force and effect during the term of this Agreement: (i)
comprehensive general liability insurance in an amount not less than $5 million
per occurrence for bodily injury and property damage; (ii) employer's liability
insurance in an amount not less than $1 million per occurrence; and (iii)
workers' compensation insurance in an amount not less than that required by
applicable law. Subscriber also agrees that it will be solely responsible for
ensuring that its agents (including contractors and subcontractors) maintain,
other insurance at levels no less than those required by applicable law and
customary in Subscriber's industry.

(b) Certificates of Insurance. On or prior to the Insurance Due Date,
Subscriber will furnish Netgateway with certificates of insurance which evidence
the minimum levels of insurance set forth above, and will notify Netgateway in
writing in the event that any such insurance policies are cancelled.

(c) Naming Netgateway as an Additional Insured. Subscriber agrees that on or
prior to the Insurance Due Date, Subscriber will cause its insurance provider(s)
to name Netgateway as an additional insured and notify Netgateway in writing of
the effective date thereof.

4. CONFIDENTIAL INFORMATION.

4.1 Confidential Information. Each party acknowledges that it will have
access to certain confidential information of the other party concerning the
other party's business, plans, customers, technology and products, including the
terms and conditions of this Agreement ("Confidential Information").
Confidential Information will include, but not be limited to, each party's
proprietary software and customer information. Each party agrees that it will
not use in any way, for its own account or the account of any third party,
except as expressly permitted by this Agreement, nor disclose to any third party
(except as required by law or to that party's attorneys, accountants and other
advisors on a need to know basis), any of the other party's Confidential
Information and will take reasonable precautions to protect the confidentiality
of such Confidential Information.

4.2 Exceptions. Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing party; (ii)
becomes known (independently of disclosure by the disclosing party) to the
receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the receiving party; or (iv) is independently developed by
the receiving party.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Warranties by Subscriber.

(a) Subscriber's Business. Subscriber represents and warrants that:

(i) Subscriber's services, products, materials, data and information
used by Subscriber in connection with this Agreement as well as Subscriber's and
its permitted customers' and users' use of the eCommerce Services (collectively,
"Subscriber's Business") does not, as of the Operational Date, and will not
during the term of this Agreement, operate in any manner that would violate any
applicable laws or regulations.

(ii) Subscriber owns or has the right to use all material contained in
the Subscriber's web site, including all text, graphics, sound, video,
programming, scripts and applets; and

(iii) The use, reproduction, distribution and transmission of the web
site, or any information or materials contained in it does not: (A) infringe or
misappropriate any copyright, patent, trademark, trade secret or any other
proprietary rights of a third party; or (B) constitute false advertising, unfair
competition, defamation, an invasion of privacy or violate a right of publicity.

(b) Rules and Regulations. Subscriber has read the Rules and Regulations
(Section 10 below) and represents and warrants that Subscriber and Subscriber's
Business are currently in full compliance with the Rules and Regulations, and
will remain so at all times during the term of this Agreement.

(c) Breach of Warranties. In the event of any breach, or reasonably
anticipated breach, of any of the foregoing warranties, in addition to any other
remedies available at law or in equity, Netgateway will have the right
immediately in Netgateway's reasonable discretion, to suspend any related
eCommerce Services if deemed reasonably necessary by Netgateway to prevent any
harm to Netgateway or its business.

5.2 Warranties and Disclaimers by Netgateway.

(a) No Other Warranty. THE ECOMMERCE SERVICES ARE PROVIDED ON AN "AS IS"
BASIS, AND SUBSCRIBER'S USE OF THE ECOMMERCE SERVICES IS AT ITS OWN RISK.
NETGATEWAY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
NETGATEWAY DOES NOT WARRANT THAT THE ECOMMERCE SERVICES WILL BE UNINTERRUPTED,
ERROR-FREE OR COMPLETELY SECURE.

(b) Disclaimer of Actions Caused by and/or Under the Control of Third
Parties. NETGATEWAY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM
NETGATEWAY'S INTERNET COMMERCE CENTER AND OTHER PORTIONS OF THE INTERNET. SUCH
FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR
CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE
THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH NETGATEWAY'S SUBSCRIBERS'
CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED.
ALTHOUGH NETGATEWAY WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT
DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NETGATEWAY CANNOT GUARANTEE
THAT THEY WILL NOT OCCUR. ACCORDINGLY, NETGATEWAY DISCLAIMS ANY AND ALL
LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

6. LIMITATIONS OF LIABILITY.

6.1 Exclusions. IN NO EVENT WILL NETGATEWAY BE LIABLE TO ANY THIRD PARTY FOR
ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, SUBSCRIBER'S BUSINESS OR
OTHERWISE, AND ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR SUBSCRIBER'S
BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER
THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

6.2 Limitations. NETGATEWAY, ITS AFFILIATES, EMPLOYEES, OFFICERS AND AGENTS
SHALL NOT BE LIABLE TO SUBSCRIBER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGE,
WHETHER DIRECT OR INDIRECT, RESULTING FROM DELAYS OR INTERRUPTIONS OF SERVICE
DUE TO MECHANICAL ELECTRICAL OR WIRE DEFECTS OR DIFFICULTIES, STORMS, STRIKES,
WALK-OUTS, EQUIPMENT OR SYSTEMS FAILURES, OR OTHER CAUSES OVER WHICH NETGATEWAY,
ITS AFFILIATES, EMPLOYEES, OFFICERS, OR AGENTS AGAINST WHOM LIABILITY IS SOUGHT,
HAVE NO REASONABLE CONTROL, OR FOR LOSS OR DAMAGE, DIRECT OR INDIRECT, RESULTING
FROM INACCURACIES, ERRONEOUS STATEMENTS, ERRORS OF FACTS, OMISSIONS OR ERRORS IN
THE TRANSMISSION OR DELIVERY OF ECOMMERCE SERVICES, OR ANY DATA PROVIDED AS A
PART OF THE ECOMMERCE SERVICES PURSUANT TO THIS AGREEMENT, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF NETGATEWAY. IN ADDITION,
IN NO EVENT SHALL NETGATEWAY BE LIABLE TO SUBSCRIBER OR TO ANY THIRD PARTY FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES WHICH
SUBSCRIBER OR SUCH THIRD PARTY MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING
INTO OR RELYING ON THIS AGREEMENT OR UTILIZING THE NETGATEWAY ECOMMERCE
SERVICES, REGARDLESS OF WHETHER NETGATEWAY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR WHETHER SUCH DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE
NEGLIGENCE OF NETGATEWAY.

6.3 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IN ALL CASES ARISING FROM EVENTS OCCURRING DURING THE TERM OF THIS
AGREEMENT, WHETHER BASED UPON TORT, CONTRACT WARRANTY, INDEMNITY CONTRIBUTION OR
OTHERWISE, DAMAGES SHALL BE LIMITED TO, AND SUBSCRIBER AGREES NOT TO MAKE ANY
CLAIM OR CLAIMS EXCEEDING [****], REGARDLESS OF HOW MANY CLAIMS SUBSCRIBER MAY
HAVE.

6.4 Time For Making Claims. ANY SUIT OR ACTION BY SUBSCRIBER AGAINST
NETGATEWAY, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
OR ASSIGNS, BASED UPON ANY ACT OR OMISSION ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR SERVICES PERFORMED HEREUNDER, OR ANY ALLEGED BREACH THEREOF, SHALL
BE COMMENCED WITHIN TWO (2) YEARS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH
CLAIM OR BE FOREVER BARRED. THIS PROVISION DOES NOT MODIFY OR OTHERWISE AFFECT
THE LIMITATION OF NETGATEWAY'S LIABILITY SET FORTH IN SECTION 6 OR ELSEWHERE IN
THIS AGREEMENT.

6.5 Subscriber's Insurance. [Reserved].

6.6 Basis of the Bargain; Failure of Essential Purpose. Subscriber
acknowledges that Netgateway has set its prices and entered into this Agreement
in reliance upon the limitations of liability and the disclaimers of warranties
and damages set forth herein, and that the same form an essential basis of the
bargain between the parties. The parties agree that the limitations and
exclusions of liability and disclaimers specified in this Agreement will survive
and apply even if found to have failed of their essential purpose.

7. INDEMNIFICATION.

7.1 Netgateway's Indemnification of Subscriber. Netgateway will indemnify,
defend and hold Subscriber harmless from and against any and all costs,
liabilities, losses and expenses (including, but not limited to, reasonable
attorneys' fees) (collectively, "Losses") resulting from any claim, suit, action
or proceeding (each, an "Action") brought against Subscriber alleging the
infringement of any third party registered U.S. copyright or issued U.S. patent
resulting from the provision of eCommerce Services

NETGATEWAY /B2BSTORES.COM
Electronic Commerce Services Agreement Page 2

<PAGE>

pursuant to this Agreement (but excluding any infringement contributorily caused
by Subscriber's Business).

7.2 Subscriber's Indemnification of Netgateway. Subscriber will indemnify,
defend and hold Netgateway, its affiliates and customers harmless from and
against any and all Losses resulting from or arising out of Subscriber's breach
of any provision of this Agreement or any Action brought against Netgateway, its
directors, employees, affiliates or Subscribers alleging with respect to the
Subscriber's Business: (a) infringement or misappropriation of any intellectual
property rights; (b) defamation, libel, slander, obscenity, pornography or
violation of the rights of privacy or publicity; (c) spamming, or any other
offensive, harassing or illegal conduct or violation of the Rules and
Regulations; or, (d) any violation of any other applicable law or regulation.

7.3 Notice. Each party will provide the other party, prompt written notice of
the existence of any such indemnifiable event of which it becomes aware, and an
opportunity to participate in the defense thereof.

8. DISPUTE RESOLUTION.

8.1 Procedures. It is the intent of the parties that all disputes arising
under this Agreement be resolved expeditiously, amicably, and at the level
within each party's organization that is most knowledgeable about the disputed
issue. The parties understand and agree that the procedures outlined in this
Paragraph 8 are not intended to supplant the routine handling of inquiries and
complaints through informal contact with customer service representatives or
other designated personnel of the parties. Accordingly, for purposes of the
procedures set forth in this paragraph, a "dispute" is a disagreement that the
parties have been unable to resolve by the normal and routine channels
ordinarily used for such matters. Before any dispute arising under this
Agreement, other than as provided in paragraph 8.5 below, may be submitted to
arbitration, the parties shall first follow the informal and escalating
procedures set forth below.

(a) The complaining party's representative will notify the other party's
representative in writing of the dispute, and the non-complaining party will
exercise good faith efforts to resolve the matter as expeditiously as possible.

(b) In the event that such matter remains unresolved thirty (30) days after
the delivery of the complainant party's written notice, a senior representative
of each party shall meet or confer within ten (10) business days of a request
for such a meeting or conference by either party to resolve such matter.

(c) In the event that the meeting or conference specified in (b) above does
not resolve such matter, the senior officer of each party shall meet or confer
within ten (10) business days of the request for such a meeting or conference by
either party to discuss and agree upon a mutually satisfactory resolution of
such matter.

(d) If the parties are unable to reach a resolution of the dispute after
following the above procedure, or if either party fails to participate when
requested, the parties may proceed in accordance with paragraph 8.2 below.

8.2 Binding Arbitration. Except as provided in paragraph 8.5 below, any
dispute arising under this Agreement shall, after utilizing the procedures in
paragraph 8.1, be resolved by final and binding arbitration in Los Angeles,
California, before a single arbitrator selected by, and in accordance with, the
rules of commercial arbitration of the American Arbitration Association or as
otherwise provided in Paragraph 11.6. Each party shall bear its own costs in the
arbitration, including reasonable attorneys' fees, and each party shall bear
one-half of the cost of the arbitrator.

8.3 Arbitrator's Authority. The arbitrator shall have the authority to award
such damages as are not prohibited by this Agreement and may, in addition and in
a proper case, declare rights and order specific performance, but only in
accordance with the terms of this Agreement.

8.4 Enforcement of Arbitrator's Award. Any party may apply to a court of
general jurisdiction to enforce an arbitrator's award, and if enforcement is
ordered, the party against which the order is issued shall pay the costs and
expenses of the other party in obtaining such order, including reasonable
attorneys' fees.

8.5 Access to Courts. Notwithstanding the provisions of paragraphs 8.1 and
8.2 above, any action by Netgateway to enforce its rights under Paragraphs 10.1
or 10.3 of this Agreement or to enjoin any infringement of the same by
Subscriber may, at Netgateway's election, be commenced in the state or federal
courts of Los Angeles, California, and Subscriber consents to personal
jurisdiction and venue in such courts for such actions.

9. TERM AND TERMINATION.

9.1 Term. This Agreement will be effective on the date first above written
and will terminate eighteen (18) months ("Initial Term") from the date
Subscriber begins processing live data through the Netgateway ICC(TM), unless
earlier terminated according to the provisions of this Section 9. This Agreement
will automatically renew for successive additional terms of one (1) year unless
a party hereto elects not to so renew and notifies the other party in writing of
such election by a date which is six (6) months prior to the lapse of the
Initial Term or any renewal term thereafter.

9.2 Termination. Either party will have the right to terminate this Agreement
if: (i) the other party breaches any material term or condition of this
Agreement and fails to cure such breach within thirty (30) days after receipt of
written notice of the same, except in the case of failure to pay fees, which
failure must be cured within five (5) days after receipt of written notice from
Netgateway; (ii) the other party becomes the subject of a voluntary petition in
bankruptcy or any voluntary proceeding relating to insolvency, receivership,
liquidation or composition for the benefit of creditors; or(iii) the other party
becomes the subject of an involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing. Subscriber shall have the right to terminate the
Agreement if the Netgateway servers which provide eCommerce Services hereunder
experience more than two percent (2%) down-time measured on an annual basis;
provided, however, that down-time shall not include time expended on regularly
scheduled maintenance and other system upgrades.

9.3 No Liability for Termination. Neither party will be liable to the other
for any termination or expiration of this Agreement in accordance with its
terms.

9.4 Effect of Termination. Upon the effective date of expiration or
termination of this Agreement: (a) Netgateway shall immediately cease providing
eCommerce Services; (b) any and all payment obligations of Subscriber under this
Agreement shall become due immediately; and (c) within thirty (30) days after
such expiration or termination, each party shall return all Confidential
Information of the other party in its possession at the time of expiration or
termination and shall not make or retain any copies of such Confidential
Information, except as required to comply with any applicable legal or
accounting record keeping requirements.

9.5 Survival. The following provisions shall survive any expiration or
termination of the Agreement: Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10.

10. USE OF ECOMMERCE SERVICES - RULES AND REGULATIONS.

10.1 Proprietary Systems. Subscriber acknowledges that the software systems
utilized by Netgateway in the provision of eCommerce Services hereunder,
including the Netgateway ICC(TM), all enhancements thereto and all screens and
formats used in connection therewith, are the exclusive proprietary property of
Netgateway, and Subscriber shall not publish, disclose, display, provide access
to or otherwise make available any Netgateway eCommerce software or products
thereof, or any screens, formats, reports or printouts used, provided, produced
or supplied from or in connection therewith, to any person or entity other than
an employee of Subscriber without the prior written consent of, and on terms
acceptable to, Netgateway, which consent shall not be unreasonably withheld;
provided, however, that Subscriber may disclose to a governmental or regulatory
agency or to customers of Subscriber any information expressly prepared and
acknowledged in writing by Netgateway as having been prepared for disclosure to
such governmental or regulatory agency or to such customers. Neither party shall
disclose Subscriber's use of eCommerce Services in any advertising or
promotional materials without the prior written consent to such use, and
approval of such materials, by the other.

10.2 Use of Services Personal to Subscriber. Subscriber agrees that it will
use the services provided hereunder only in connection with its eCommerce
business, and it will not, without the express written permission of Netgateway,
sell, lease or otherwise provide or make available eCommerce Services to any
third party.

10.3 Survival of Obligations. The obligations of this Section 10 shall
survive termination of this Agreement. Subscriber understands that the
unauthorized publication or disclosure of any of Netgateway' software or copies
thereof, or the unauthorized use of eCommerce Services would cause irreparable
harm to Netgateway for which there is no adequate remedy at law. Subscriber
therefore agrees that in the event of such unauthorized disclosure or use,
Netgateway may, at its discretion and at Subscriber's expense, terminate this
Agreement, obtain immediate injunctive relief in a court of competent
jurisdiction, or take such other steps as it deems necessary to protect its
rights. If Netgateway, in its reasonable, good faith judgment, determines that
there is a material risk of such unauthorized disclosure or use, it may demand
immediate assurances, satisfactory to Netgateway, that there will be no such
unauthorized disclosure or use. In the absence of such assurance, Netgateway may
immediately terminate this Agreement and take such other actions as it deems
necessary. The rights of Netgateway hereunder are in addition to any other
remedies provided by law.

11. MISCELLANEOUS PROVISIONS.

11.1 Force Majeure. Except for the obligation to pay money, neither party
will be liable for any failure or delay in its performance under this Agreement
due to any cause beyond its reasonable control, including act of war, acts of
God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet, provided that the delaying party:
(a) gives the other party prompt notice of such cause, and (b) uses its
reasonable commercial efforts to correct promptly such failure or delay in
performance.

11.2 No Lease. This Agreement is a services agreement and is not intended to,
and will not constitute, a lease of any real or personal property. Subscriber
acknowledges and agrees that: (i) it has been granted only a license to use
Netgateway's ICC(TM) and any equipment provided by Netgateway in accordance with
this Agreement, (ii) Subscriber has not been granted any real property interest
in the Netgateway's ICC(TM), and (iii)

NETGATEWAY /B2BSTORES.COM
Electronic Commerce Services Agreement Page 3

<PAGE>

Subscriber has no rights as a tenant or otherwise under any real property or
landlord/tenant laws, regulations or ordinances.

11.3 Marketing. Subscriber agrees that Netgateway may refer to Subscriber by
trade name and trademark, and may briefly describe Subscriber's business, in
Netgateway's marketing materials and web site. Subscriber hereby grants
Netgateway a license to use any Subscriber trade names and trademarks solely in
connection with the rights granted to Netgateway pursuant to this Section 11.3.

11.4 Government Regulations. Subscriber will not export, re-export, transfer
or make available, whether directly or indirectly, any regulated item or
information to anyone outside the U.S. in connection with this Agreement without
first complying with all export control laws and regulations which may be
imposed by the U.S. Government and any country or organization of nations within
whose jurisdiction Subscriber operates or does business.

11.5 Non-Solicitation. Except with the prior consent of Netgateway, which
consent shall not be unreasonably withheld, during the period beginning on the
Operational Data and ending on the first anniversary of the termination or
expiration of this agreement in accordance with its terms, Subscriber agrees
that it will not, and will ensure that its affiliates do not, directly or
indirectly, solicit or attempt to solicit for employment any persons employed by
Netgateway during such period.

11.6 Governing Law; Dispute Resolution, Severability; Waiver. This Agreement
is made under and will be governed by and construed in accordance with the laws
of the State of California (without regard to that body of law controlling
conflicts of law) and specifically excluding from application to this Agreement
that law known as the United Nations Convention on the International Sale of
Goods. Any dispute relating to the terms, interpretation or performance of this
Agreement (other than claims for preliminary injunctive relief or other
pre-judgment remedies) will be resolved at the request of either party through
binding arbitration. Arbitration will be conducted in Los Angeles County,
California, under the rules and procedures of the Judicial Arbitration and
Mediation Society ("JAMS"). The parties will request that JAMS appoint a single
arbitrator possessing knowledge of online services agreements; provided,
however, the arbitration will proceed even if such a person is unavailable. In
the event any provision of this Agreement is held by a tribunal of competent
jurisdiction to be contrary to the law, the remaining provisions of this
Agreement will remain in full force and effect. The waiver of any breach or
default of this Agreement will not constitute a waiver of any subsequent breach
or default, and will not act to amend or negate the rights of the waiving party.

11.7 Assignment; Notices. Subscriber may not assign its rights or delegate
its duties under this Agreement either in whole or in part without the prior
written consent of Netgateway, except that Subscriber may assign this Agreement
in whole as part of a corporate reorganization, consolidation, merger or sale of
substantially all of its assets. Any attempted assignment or delegation without
such consent will be void. Netgateway may assign this Agreement in whole or
part. This Agreement will bind and inure to the benefit of each party's
successors and permitted assigns. Any notice or communication required or
permitted to be given hereunder may be delivered by hand, deposited with an
overnight courier, sent by confirmed facsimile, or mailed by registered or
certified mail, return receipt requested, postage prepaid, in each case to the
address of the receiving party indicated on the signature page hereof, or at
such other address as may hereafter be furnished in writing by either party
hereto to the other. Such notice will be deemed to have been given as of the
date it is delivered, mailed or sent, whichever is earlier.

11.8 Relationship of Parties. Netgateway and Subscriber are independent
contractors and this Agreement will not establish any relationship of
partnership, joint venture, employment, franchise or agency between Netgateway
and Subscriber. Neither Netgateway nor Subscriber will have the power to bind
the other or incur obligations on the other's behalf without the other's prior
written consent, except as otherwise expressly provided herein.

11.9 Entire Agreement; Counterparts. This Agreement, including all documents
incorporated herein by reference, constitutes the complete and exclusive
agreement between the parties with respect to the subject matter hereof, and
supersedes and replaces any and all prior or contemporaneous discussions,
negotiations, understandings and agreements, written and oral, regarding such
subject matter. This Agreement may be executed in two or more counterparts, each
of which will be deemed an original, but all of which together shall constitute
one and the same instrument.

Subscriber's and Netgateway's authorized representatives have read the foregoing
and all documents incorporated therein and agree and accept such terms effective
as of the date first above written.

SUBSCRIBER

Signature: /s/ Woo Jin Kim Signature:
--------------------------- -----------------------

Print Name: Woo Jin Kim Print Name: _____________________

Title: CEO

NETGATEWAY

Signature: /s/ Donald M. Corliss, Jr. Signature:
---------------------------- -----------------------

Print Name: Donald M. Corliss, Jr. Print Name: _____________________

Title: President

NETGATEWAY /B2BSTORES.COM
Electronic Commerce Services Agreement Page 4

<PAGE>

EXHIBIT "A"

ELECTRONIC COMMERCE SERVICES ORDER FORM

NETGATEWAY

ECOMMERCE SERVICES ORDER FORM

Subcriber Name: B2BSTORES.COM INC.

Form Date: July 28, 1999

Form No.: 001

GENERAL INFORMATION:

1. By submitting this eCommerce Services Order Form ("Form") to
Netgateway, Subscriber hereby places an order for the eCommerce
Services described herein pursuant to the terms and conditions of the
Electronic Commerce Services Agreement between Subscriber and
Netgateway prefixed hereto (the "ECS Agreement").

2. Billing, with the exception of Development Fees, will commence on the
Operational Date set forth below or the date that Subscriber first
begins to process transactions through the Netgateway Internet Commerce
Center, whichever occurs first.

3. Netgateway will provide the eCommerce Services pursuant to the terms
and conditions of the ECS Agreement, which incorporates this Form. The
terms of this Form supersede, and by accepting this Form, Netgateway
hereby rejects, any conflicting or additional terms provided by
Subscriber in connection with Netgateway's provision of the eCommerce
Services. If there is a conflict between this Form and any other Form
provided by Customer and accepted by Subscriber, the Form with the
latest date shall control.

4. Netgateway will not be bound by or required to provide eCommerce
Services pursuant to this Form or the ECS Agreement until each is
signed by an authorized representative of Netgateway.

SUBSCRIBER HAS READ, UNDERSTANDS AND HEREBY SUBMITS THIS ORDER.

Submitted By: /s/ Woo Jin Kim Operational Date: 8/9/99

(Authorized Signature)

Print Name: Woo Jin Kim

Title: CEO

Netgateway Acceptance
---------------------

/s/ Donald M. Corliss, Jr. Date: 8/9/99
- ---------------------------------------- ------------------------------

(Authorized Signature:

<PAGE>

NETGATEWAY
ECOMMERCE SERVICES ORDER FORM

Subscriber Name: B2BSTORES.COM INC.
Form Date: July 28, 1999
Form No.: 001

Terms:

1. Development Fee. The initial development fee for the B2BSTORES.COM and
ENVIROGOODS.COM internet commerce system shall be [****] and shall be due and
payable in full upon submission of this Order Form.

2. Phase Specifications. Phase specifications shall be as set forth on Schedule
A annexed hereto.

3. ICC Commerce Rate. Netgateway shall be entitled to transaction fees based
upon the following schedule:

Annual Gross Sales Revenue Transaction Fee Rate
-----------------------------------------------------------------

$ 0 to $25,000,000 [****]
25,000,001 to 50,000,000 [****]
50,000,001 to $100,000,000 [****]
100,000,001 and over [****]

For purposes hereof, gross sales revenue shall mean all revenues generated from
transactions processed through the Netgateway Internet Commerce Center which are
related to Subscriber.

4. Fee Per Hit. Netgateway to receive [****] per hit (as that term is
customarily understood in the industry).

5. Banner Advertising Revenue. Netgateway to receive 50% of all banner
advertising revenue from ads placed by Subscriber or Netgateway on Subscriber's
web site or mall.

6. Click-Through Revenue. Netgateway to receive 50% of all click-through
revenue generated from advertisers placed by Subscriber or Netgateway on
Subscriber's web site or mall.

7. Development Timeline: The B2BSTORES.COM internet commerce center shall be
fully operational on or before August 9, 1999.

8. Public Announcements: B2BSTORES.COM understands that Netgateway is a public
company and can be affected by the manner or content of public announcements
concerning this relationship. Neither party shall make any public announcement
of this Agreement or of the relationship they have entered into without the
prior written consent of the other.

Subscriber's initials ______

<PAGE>

AGREEMENT

AGREEMENT, dated as of October 1, 1999, between B2BSTORES.COM INC., a
Delaware corporation having its principal offices at 249 East Ocean Boulevard,
Long Beach, California 90802 ("B2B"), and ENVIRO-CLEAN OF AMERICA, INC., a
Nevada corporation having its principal offices at 211 Park Avenue, Hicksville,
New York 11801 ("Enviro-Clean") .

WHEREAS, Enviro-Clean owns and operates a web site at www.b2bgoods.com
("EC Site");

WHEREAS, Enviro-Clean sells products in the categories set forth on
Schedule 1 hereto through the EC Site and traditional distribution channels
(collectively, the "EC Products");

WHEREAS, B2B owns and operates a web site at www.b2bstores.com ("B2B
Site") through which its provides businesses with access to product and service
offerings, auctions, community functions, and business information;

WHEREAS, EC is a principal stockholder of B2B;

WHEREAS, B2B desires to sell EC Products through the B2B Site; and

WHEREAS, EC desires to process all e-commerce transactions generated at
the EC Site through B2B's e-commerce backbone (the "E-Commerce System").

IT IS AGREED:

1. Term. Subject to earlier termination pursuant to Section 10,
this Agreement shall remain in force and effect until October 1, 2004.

2. Sale of EC Products through B2B Site.

(a) During the term of this Agreement, B2B shall be entitled
to offer for sale, and to sell, through the B2B Site, any and all EC Products.
The price to be charged by B2B to its customers for each EC Product sold through
the B2B Site shall be established by B2B in its sole discretion.

(b) Enviro-Clean shall provide B2B with a full copy of its
product offerings and inventory database in electronic format, together with
weekly updates, including any EC Products that are not offered by EC through the
EC Site. Enviro-Clean shall cooperate with B2B, and take all necessary action
directed by B2B, to ensure that electronic data, including components of the EC
Site, such as HTMLs, needed to feature, depict and otherwise describe all
available EC Products are made available at the B2B Site without the need for
hyperlinking or other customer action that would take the customer outside of
the B2B Site.

(c) All orders for EC Products placed through the B2B Site
shall be processed through the E-Commerce System and electronically transmitted
to Enviro-Clean and its vendors immediately through an interface or interfaces
to be established between the E-Commerce System and the electronic systems of
Enviro-Clean and its vendors pursuant to Section 4.

<PAGE>

(d) Enviro-Clean shall supply, package and ship, or cause its
vendors to supply, package and ship, to B2B's customers all EC Products
purchased through the B2B Site and shall use its commercial best efforts to
ensure that each order is processed and shipped within one business day from the
date it is placed through the B2B Site. Enviro-Clean shall be responsible for
the payment of all costs to vendors, suppliers, packagers and carriers.
Enviro-Clean shall use (and shall instruct its vendors to use) such carriers as
directed by B2B for the delivery to customers of EC Products purchased through
the B2B Site. Enviro-Clean shall deliver to B2B written notice of any shipping
rate changes and the effective date of such changes as soon as practicable after
notification of Enviro-Clean of same by carriers. Enviro-Clean shall report lost
shipments when reported by carrier, to the extent to which said carrier notifies
Enviro-Clean. Enviro-Clean shall provide support for tracking shipments made via
carrier that has tracking capabilities (e.g. Federal Express). B2B shall obtain
title to each EC Product once it is placed in the possession of a carrier.

(e) Notwithstanding anything to the contrary contained herein:
(i) B2B shall be responsible for additional shipping and handling costs
associated with shipments not originally delivered as a result of incorrect
customer addresses provided through the B2B Site; (ii) Enviro-Clean shall be
responsible for additional shipping and handling costs associated with
misshipments resulting from errors or omissions committed by it or its vendors
and for damaged goods; (iii) if a B2B customer cancels the order as a result of
the misshipment (other than as a result of error inputted by the customer at or
generated through the B2B Site) or damaged goods, Enviro-Clean shall be
responsible for the original shipping and handling costs; and (iv) B2B shall be
responsible for shipments lost through carrier error.

(f) Enviro-Clean shall track and report product return
information to B2B electronically through the E-Commerce System in order that
B2B may appropriately credit accounts and communicate with its customers. For
each return of a product for any reason to Enviro-Clean (other than for reasons
of defect or late delivery), B2B will be subject to a restocking fee of 1% of
the Stocking Cost for such product.

(g) B2B shall be responsible for all credit authorizations for
its customers. B2B shall be responsible for all invoicing and collections,
including collection of applicable sales tax, and credit fraud, with respect to
its customers.

(h) Enviro-Clean shall deliver to B2B within 10 days of the
end of each month an invoice in an amount equal to the Enviro-Clean Costs (as
defined below) setting forth for each of the categories of EC Products listed on
Schedule 1 ("Categories") (i) the quantities of products in such Category
ordered through the B2B Site and actually supplied and shipped by Enviro-Clean
and its vendors during such month, and (ii) the amounts paid by Enviro-Clean
(i.e., Enviro-Clean's actual per-unit cost, giving effect to any discounts ) to
(A) vendors for such products ("Stocking Cost"), (B) packagers for the packaging
of such products and (C) carriers for the delivery of such products to customers
(collectively, the "Enviro-Clean Costs"). B2B shall pay Enviro-Clean within 10
days of receipt of each invoice an amount equal to the Enviro-Clean Costs. Upon
reasonable request by B2B, Enviro-Clean shall give B2B's officers and
accountants access to the books and records of Enviro-Clean to confirm the
information contained in any such statement.

<PAGE>

(i) B2B shall deliver to Enviro-Clean within 45 days of the
end of each calendar quarter a statement setting forth the revenues collected by
B2B from the sale of EC Products in each Category through the B2B Site during
such quarter, net of all returns and uncollected customer payments which have
not yet been credited ("Category Revenues"). At the time each quarterly
statement is delivered to Enviro-Clean, B2B shall also deliver a payment equal
to (x) the Category Revenues generated during the quarter, multiplied by (y) the
corresponding percentage set forth on Schedule 1. Upon reasonable request by
Enviro-Clean, B2B shall give Enviro-Clean's officers and accountants access to
the books and records of B2B to confirm the information contained in any
invoice.

3. Vendor Management Services.

(a) During the term of this Agreement, B2B will provide
Enviro-Clean with vendor management and order processing services for the EC
Site ("Vendor Management Services"), pursuant to which all orders for EC
Products placed through the EC Site shall be routed to the E-Commerce System.
The E-Commerce System will then process all such orders, process customer credit
authorizations, electronically forward orders to the appropriate vendors and
create customer invoicing. B2B and Enviro-Clean will mutually agree upon all
detailed final specifications and subsequent modifications (the
"Specifications") for the Vendor Management Services. All such Specifications
shall be in writing and set forth on Schedule 2 hereto, as amended from time to
time, and incorporated by reference into this Agreement.

(b) The E-Commerce System, as it exists today and at any time
in the future, including any general enhancements to the E-Commerce System
and/or the Vendor Management Services, as well as new features that B2B
incorporates into the E-Commerce System, Vendor Management Service and/or other
portions of its e-commerce processing or vendor management systems, regardless
of whether they are initiated by B2B or any other party or developed by B2B or
any other party at the request of Enviro-Clean or any vendor or other third
party, shall remain the exclusive proprietary property of B2B.

(c) The Vendor Management Services will be available to
Enviro-Clean twenty-four (24) hours a day, seven (7) days a week.
Notwithstanding the foregoing, B2B reserves the right upon reasonable notice to
Enviro-Clean to limit or curtail holiday or weekend availability of the Vendor
Management Services when necessary for system upgrades, adjustments, maintenance
or other operational considerations.

(d) B2B shall provide such onsite training and other
assistance as the parties reasonably deem necessary to assure that
Enviro-Clean's personnel are able to make effective use of the Vendor Management
Services. On-site training shall take place at such times and places as are
mutually agreeable to the parties. All costs associated with such training
(including travel and materials) shall be shared equally between the parties.

(e) Enviro-Clean will timely supply B2B, in a form acceptable
to B2B, with all data necessary for B2B to perform the Vendor Management
Services. It is the sole responsibility of Enviro-Clean to insure the
completeness and accuracy of such data. B2B acknowledges that all records, data,
files and other input material relating to Enviro-Clean are confidential and
shall take reasonable steps to protect the confidentiality of such records,
data, files and other materials. B2B will provide reasonable security safeguards
to limit access to

<PAGE>

Enviro-Clean's files and records to Enviro-Clean and other authorized parties.
B2B will take reasonable steps to protect against the loss or alteration of
Enviro-Clean's files, records and data retained by B2B, but Enviro-Clean
recognizes that events beyond the control of B2B may cause such loss or
alteration. B2B will maintain backup file(s) containing all the data, files and
records related to Enviro-Clean. Enviro-Clean's file(s), records and data shall,
at no cost to Enviro-Clean, be released to Enviro-Clean on an occurrence that
renders B2B unable to perform hereunder, or upon the termination of this
Agreement as provided herein. B2B acknowledges that all records, data, files and
other input material relating to Enviro-Clean and its customers are the
exclusive property of Enviro-Clean. Notwithstanding the foregoing, B2B may use
such information for the compilation of general demographic statistics that it
may use to attract other vendor management services clients or advertisers.

(f) Enviro-Clean shall be responsible for the payment of all
federal, state or local sales, use, excise, ad valorem or personal property
taxes assessed in connection with purchases by its customers through the EC
Site. Enviro-Clean shall be responsible for all collections, including
collection of applicable sales tax, with respect to its customers. Enviro-Clean
shall be responsible for all credit fraud perpetrated through the EC Site.

(g) Enviro-Clean shall comply at all times with all applicable
laws and regulations relating to the provision of e-commerce, content,
information or other products or services over the Internet. Enviro-Clean
acknowledges that B2B exercises no control whatsoever over the content contained
in or passing through the EC Site, and that it is the sole responsibility of
Enviro-Clean to ensure that the information it transmits and receives complies
with all applicable laws and regulations.

(h) Within 20 business days of the date hereof (the last day
of this period being referred to as the "Insurance Due Date"), Enviro-Clean
shall obtain (and keep in full force and effect during the term of this
Agreement): (i) comprehensive general liability insurance in an amount not less
than $3 million per occurrence for bodily injury and property damage; (ii)
employer's liability insurance in an amount not less than $1 million per
occurrence; and (iii) workers' compensation insurance in an amount not less than
that required by applicable law. On or prior to the Insurance Due Date,
Enviro-Clean will furnish B2B with certificates of insurance which evidence the
minimum levels of insurance set forth above, and will notify B2B in writing in
the event that any such insurance policies are canceled. Enviro-Clean agrees
that on or prior to the Insurance Due Date, Enviro-Clean will cause its
insurance provider(s) to name B2B as an additional insured and notify B2B in
writing of the effective date thereof.

(i) Enviro-Clean shall deliver to B2B within 45 days of the
end of each calendar quarter a statement setting forth the amount of (i) "EC
Site Revenues" and (ii) "Gross Profits." "EC Site Revenues" shall mean any and
all revenues generated by Enviro-Clean through the EC Site during such quarter,
including the sale of products and services through the EC Site, the placement
of advertising on the EC Site, and the implementation of "click-through"
features. "Gross Profits" shall mean EC Site Revenues, less the costs of
purchasing products sold on the EC Site during the quarter from primary vendors
and packaging and delivering such products to customers. At the time each
quarterly statement is delivered to B2B, Enviro-Clean shall also deliver a
payment equal to the greater of (A) 10% of the EC Site Revenues and (B) 50% of
the Gross Profits. Upon reasonable request by B2B, Enviro-Clean shall give B2B's

<PAGE>

officers and accountants access to the books and records of Enviro-Clean to
confirm the information contained in any such statement.

4. Technology Integration.

(a) B2B shall pay for, oversee and supervise the design,
implementation and installation of all software, protocols and interfaces
necessary to integrate the E-Commerce System, the B2B Site, the EC Site and the
related e-commerce, electronic ordering, inventory management, processing
systems and other systems of B2B, Enviro-Clean and Enviro-Clean's vendors to
ensure that the services to be rendered under this Agreement can be rendered as
contemplated.

(b) Enviro-Clean shall cooperate with B2B, and take all
necessary actions directed by B2B, to ensure that all systems of B2B,
Enviro-Clean and Enviro-Clean's vendors are properly integrated and
interconnected as necessary to render the services contemplated under this
Agreement.

(c) All interfaces and other integrating technologies,
adaptions and improvements and related software, protocols and codes designed,
created or authored by B2B or any of its contractors shall be the sole property
of B2B.

(d) Enviro-Clean shall be responsible for obtaining, at its
cost and expense, all consents of its primary vendors necessary for the
integration of systems and for the transactions contemplated by this Agreement.

(e) Both parties shall strive for maximum security of
transaction information being transferred through electronic interfaces. Neither
party shall use transaction information for any purpose except to render the
services contemplated by this Agreement.

(f) The parties shall retain electronic transaction data for a
minimum of twelve (12) months from the date it is first generated.

5. Confidential Information.

(a) Each party acknowledges that it will have access to
certain confidential information of the other party concerning the other party's
business, plans, customers, technology and products, including the terms and
conditions of this Agreement ("Confidential Information"). Confidential
Information will include, but not be limited to, each party's proprietary
software and customer information. Each party agrees that it will not use in any
way, for its own account or the account of any third party, except as expressly
permitted by this Agreement, nor disclose to any third party (except as required
by law or to that party's attorneys, accountants and other advisors on a need to
know basis), any of the other party's Confidential Information and will take
reasonable precautions to protect the confidentiality of such Confidential
Information.

(b) Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the

<PAGE>

disclosing party; (ii) becomes known (independently of disclosure by the
disclosing party) to the receiving party directly or indirectly from a source
other than one having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise ceases to be secret or confidential,
except through a breach of this Agreement by the receiving party; or (iv) is
independently developed by the receiving party.

6. Representations and Warranties.

(a) Enviro-Clean represents and warrants that:

(i) The EC Products and EC's delivery of the services
contemplated by Section 2 and use of the services contemplated by
Section 3 of this Agreement do not and will not, during the term of
this Agreement, violate any applicable laws or regulations.

(ii) Enviro-Clean owns or has the right to use all
material contained in the EC Site, including all text, graphics, sound,
video, programming, scripts and applets; and

(iii) The production, distribution and transmission of
the EC Site, or any information or materials contained in it does not:
(A) infringe or misappropriate any copyright, patent, trademark, trade
secret or any other proprietary rights of a third party; or (B)
constitute false advertising, unfair competition, defamation, an
invasion of privacy or violate a right of publicity.

(b) B2B represents and warrants that:

(i) B2B's use of the services contemplated by Section
2 and delivery of the services contemplated by Section 3 of this
Agreement do not and will not, during the term of this Agreement,
violate any applicable laws or regulations.

(ii) B2B owns or has the right to use the E-Commerce
System for the delivery of the services contemplated by this Agreement.

(iii) The production, distribution and transmission of
the B2B Site, or any information or materials contained in it does not:
(A) infringe or misappropriate any copyright, patent, trademark, trade
secret or any other proprietary rights of a third party; or (B)
constitute false advertising, unfair competition, defamation, an
invasion of privacy or violate a right of publicity.

7. Non-Competition.

(a) During the term of this Agreement, neither Enviro-Clean
nor any of its subsidiaries or affiliates (other than B2B) either directly or
through other persons or entities shall sell any products or services through
the Internet or any proprietary online service other than products in the
Categories set forth on Schedule 1.

<PAGE>

(b) During the term of this Agreement, neither Enviro-Clean
nor any of its subsidiaries or affiliates (other than B2B) either directly or
through other persons or entities shall sell any EC Products through the
Internet or any proprietary online service other than through the EC Site and
the B2B Site pursuant to this Agreement.

(c) During the term of this Agreement, neither Enviro-Clean
nor any of its subsidiaries or affiliates (other than B2B) either directly or
through other persons or entities shall create, design, establish or operate any
web site or any proprietary online channel or other interactive service the
primary purpose of which is to provide businesses with integrated online
availability of product and service offerings, business information and content
and community functions, such as chat rooms and bulletin boards.

(d) During the term of this Agreement, both parties' agree not
to directly solicit for employment any employee of the other party. It is
acknowledged by both parties that Richard Kandel is an employee of each party.

8. Indemnification.

(a) Enviro-Clean shall indemnify and hold harmless B2B and its
officers, directors and employees ("B2B Indemnitees") from and against, and
shall reimburse them for, any losses, claims, damages and liabilities (including
costs and expenses attendant thereto, including reasonable attorneys' fees)
which may be sustained, suffered or incurred by the B2B Indemnitees, arising
from or in connection with (i) the breach of any of Enviro-Clean's
representations, warranties or covenants contained in this Agreement, (ii) any
content presented on the EC Site, except to the extent such content was provided
by B2B or (iii) the operation of the EC Site, including without limitation,
improper use of software and infringement of patents or other intellectual
property.

(b) B2B shall indemnify and hold harmless Enviro-Clean and its
officer, directors and employees (the " EC Indemnitees") from and against, and
shall reimburse them for, any losses, claims, damages and liabilities (including
costs and expenses attendant thereto, including reasonable attorneys' fees)
which may be sustained, suffered or incurred by the EC Indemnitees, arising from
or in connection with (i) the breach of any of B2B's representations, warranties
or covenants contained in this Agreement, and (ii) any content presented on the
B2B Site, except to the extent such content was provided by Enviro-Clean or its
vendors.

(c) A party required to make an indemnification payment
pursuant to this Section ("Indemnifying Party") shall have no liability to make
such payment unless the party or parties entitled to receive such
indemnification payment (each an "Indemnified Party") gives notice to the
Indemnifying Party specifying (i) the covenant, representation or warranty
contained herein which it asserts has been breached, (ii) in reasonable detail,
the nature and dollar amount of any claim the Indemnified Party may have against
the Indemnifying Party by reason thereof under this Agreement, and (iii) whether
the claim is a third-party claim or a direct claim of the Indemnified Party
against the Indemnifying Party.

(d) If an Indemnified Party becomes aware of a third-party
claim for which an Indemnifying Party would be liable to an Indemnified Party
hereunder, the Indemnified Party shall, with reasonable promptness, notify in
writing the Indemnifying Party of such claim,

<PAGE>

identifying the basis for such claim and the amount or the estimated amount
thereof to the extent then determinable which estimate shall not be conclusive
of the final amount of such claim (the "Claim Notice"); provided, however, that
any failure to give such Claim Notice will not be deemed a waiver of any rights
of the Indemnified Party except to the extent the rights of the Indemnifying
Party are actually prejudiced by such failure. The Indemnifying Party, upon
request of the Indemnified Party, shall retain counsel (who shall be reasonably
acceptable to the Indemnified Party) to represent the Indemnified Party and
shall pay the reasonable fees and expenses of such counsel with regard thereto;
provided further, however, that any Indemnified Party is hereby authorized,
prior to the date on which it receives written notice from the Indemnifying
Party designating such counsel, to retain counsel, whose reasonable fees and
expenses shall be at the expense of the Indemnifying Party, to file any motion,
answer or other pleading and take such other action which it reasonably shall
deem necessary to protect its interests or those of the Indemnifying Party until
the date on which the Indemnified Party receives such notice from the
Indemnifying Party. After the Indemnifying Party shall retain such counsel, the
Indemnified Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) the named parties of any such
proceeding (including any impleaded parties) included both the Indemnifying
Party and the Indemnified Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. If requested by the Indemnifying Party, the Indemnified Party
agrees to cooperate with the Indemnifying Party and its counsel in contesting
any claim or demand which the Indemnifying Party defends. A claim or demand may
not be settled by any party without the prior written consent of the other party
(which consent will not be unreasonably withheld) unless, as part of such
settlement, the Indemnified Party shall receive a full and unconditional release
reasonably satisfactory to the Indemnifying Party. Notwithstanding the
foregoing, the Indemnifying Party shall not settle any claim without the prior
written consent of the Indemnified Party if such claim is not exclusively for
monetary damages.

9. Late Payments and Resolution of Payment Disputes.

(a) Each party shall be entitled to charge the other party
interest at the rate of 10% per annum for any late payments due under the terms
of this Agreement. Each party shall be entitled to offset amounts owed to it by
the other party under the terms of this Agreement against amounts it owes to
such other party.

(b) For purposes of the procedures set forth in this section,
a "dispute" is a disagreement regarding amounts and timing of payments due under
this Agreement that the parties have been unable to resolve by the normal and
routine channels ordinarily used for such matters. In order to resolve a
dispute, the parties shall first follow the informal and escalating procedures
set forth below.

(i) The complaining party's representative will
notify the other party's representative in writing of the dispute, and
the non-complaining party will exercise good faith efforts to resolve
the matter as expeditiously as possible.

(ii) In the event that such matter remains unresolved
thirty (30) days after the delivery of the complainant party's written
notice , a senior representative of

<PAGE>

each party shall meet or confer within ten (10) business days of a
request for such a meeting or conference by either party to resolve
such matter.

(iii) In the event that the meeting or conference
specified in (ii) above does not resolve such matter, the senior
officer of each party shall meet or confer within ten (10) business
days of a request for such a meeting or conference by either party to
resolve such matter.

(iv) If the parties are unable to reach a resolution
of the dispute after following the above procedure, or if either party
fails to participate when requested, the parties may proceed in
accordance with paragraphs (c)-(e) below.

(c) Any dispute shall, after utilizing the procedures in this
section , be resolved by final and binding arbitration in New York, New York,
before a single arbitrator selected by, and in accordance with, the rules of
commercial arbitration of the American Arbitration Association. Each party shall
bear its own costs in the arbitration, including reasonable attorneys' fees, and
each party shall bear one-half of the cost of the arbitrator.

(d) The arbitrator shall have the authority to award such
damages as are not prohibited by this Agreement and may, in addition and in a
proper case, declare rights and order specific performance, but only in
accordance with the terms of this Agreement.

(e) Any party may apply to a court of general jurisdiction to
enforce an arbitrator's award, and if enforcement is ordered, the party against
which the order is issued shall pay the costs and expenses of the other party in
obtaining such order, including reasonable attorneys' fees.

10. Early Termination.

(a) At any time when Enviro-Clean owns less than 10% of the
outstanding voting stock of B2B, based on the aggregate number of votes carried
by shares of common and preferred stock of B2B outstanding, each party shall
have the right to terminate this Agreement by giving 30 days written notice of
its election to terminate to the other party.

(b) Enviro-Clean may terminate this Agreement upon ten days
prior written notice if it experiences Repeated Unavailability of the Vendor
Management Services. "Repeated Unavailability" shall mean the unavailability of
the Vendor Management Services to process orders placed through the EC Site for
a sustained period of four or more hours on three or more occasions during any
one calendar month, excluding unavailability as a result of regularly scheduled
system maintenance, failures wholly related to error or omission by
Enviro-Clean, web hosts, system integrators or communications service providers
other than B2B or entities hired or contracted by B2B or Enviro-Clean in
connection with the Vendor Management Services, and regional or national
Internet or communications outages outside the control of B2B. In no event will
B2B be liable to any third party for any claims arising out of or related to
Repeated Unavailability for any lost revenue, lost profits, replacement goods,
loss of technology, rights or services, incidental, punitive, indirect or
consequential damages, loss of data, or interruption or loss of use of service
or Enviro-Clean's business, even if advised of the possibility of such

<PAGE>

damages, whether under theory of contract, tort (including negligence), strict
liability or otherwise.

11. General Provisions.

(a) Neither party shall assign or otherwise transfer this
Agreement in whole or in part, or any of the rights and obligations hereunder,
either voluntarily or by operation of law, without the other's written consent.

(b) Neither party shall be deemed to be in default or have
breached any provision of this Agreement solely as a result of any delay,
failure in performance or interruption of service resulting directly or
indirectly from any act of God, civil or military authority, civil disturbance,
war, laws, regulations, acts or orders of any government or agency or official
thereof, or any other occurrences beyond the party's reasonable control.

(c) No waiver of any provision of this Agreement or of any
rights or obligations of either party hereunder shall be effective unless in
writing and signed by the party or parties waiving compliance, and any such
waiver shall be effective only in the specific instance and for the specific
purpose stated in such writing.

(d) The execution and delivery of this Agreement shall not be
deemed to confer any rights or remedies upon, nor obligate any of the parties
hereto, to any person or entity other than such parties. Nothing in this
Agreement shall cause or be deemed to cause the parties to be partners or joint
venturers with, or agent or employees of, each other. The parties are
independent contractors, and neither party shall have any right or power to
create any obligation or responsibility on behalf of the other party.

(e) B2B shall not be liable to Enviro-Clean or to any third
party for any loss or damage, whether direct or indirect, resulting from delays
or interruptions of service due to mechanical electrical or wire defects or
difficulties, storms, strikes, walk-outs, equipment or systems failures, or
other causes over which B2B, its affiliates, employees, officers, or agents have
no reasonable control, or for loss or damage, direct or indirect, resulting from
inaccuracies, erroneous statements, errors of facts, omissions or errors in the
transmission or delivery of Vendor Management Services, or any data provided as
a part of the Vendor Management Services pursuant to this Agreement, except to
the extent caused by the gross negligence or wilful misconduct of B2B.

(f) All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered if delivered personally or by nationally
recognized overnight courier or by facsimile to the parties at the following
addresses and numbers (or at such other address or number for a party as shall
be specified by like notice):

<PAGE>

If to B2B:

b2bstores.com Inc. Corporation
249 East Ocean Boulevard
Long Beach, California 90802
Attention: Chief Executive Officer
(Facsimile No: 562/901-2014)

with a copy to:

Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
Attention: David Alan Miller, Esq.
(Facsimile No: 212/818-8881)

If to Enviro-Clean:

Enviro-Clean of America, Inc.
211 Park Avenue
Hicksville, New York 11801
Attention: Chairman of the Board
(Facsimile No: 516/931-3530)

with a copy to:

Akin, Gump, Strauss, Hauer & Feld LLP
300 Convent Street, Suite 1500
San Antonio, Texas 78205
Attention: Alan Schoenbaum, Esq.
(Facsimile No: 210/224-2035)

(g) This Agreement shall be governed by and construed under
the law of the State of New York, disregarding any principles of conflicts of
law that would otherwise provide for the application of the substantive law of
another jurisdiction. Each of B2B and Enviro-Clean (i) agrees that any legal
suit, action or proceeding arising out of or relating to this Agreement (except
arbitrations under Section 9) shall be instituted exclusively in New York State
Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York, (ii) waives any objection to the venue of any
such suit, action or proceeding and the right to assert that such forum is not a
convenient forum, and (iii) irrevocably consents to the jurisdiction of the New
York State Supreme Court, County of New York, and the United States District
Court for the Southern District of New York in any such suit, action or
proceeding. Each of B2B and Enviro-Clean further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the New York State Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and
agrees that service of process upon it mailed by certified mail to its address
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding.

<PAGE>

(h) No representations, warranties or agreements, oral or
written, express or implied, have been made to any party hereto, except as
expressly provided herein. This Agreement shall be binding upon the respective
parties hereto and their permitted successors and permitted assigns. In the
event that any provision hereof is found invalid or unenforceable pursuant to
judicial decree or decision, the remainder of this Agreement shall remain valid
and enforceable according to its terms. This Agreement constitutes the entire
understanding and agreement between the parties regarding the subject matter of
this Agreement, and supersedes all other prior written and oral communications
regarding this transaction, and may not be altered, modified or amended except
by a written amendment executed by both parties.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Agreement as of the date set forth below.

B2BSTORES.COM INC.

By: /s/ Woo Jin Kim
----------------------------------
Woo Jin Kim
Chief Executive Officer

ENVIRO-CLEAN OF AMERICA CORP.

By: /s/ Randell Davis
-----------------------------------
Randall Davis
President

<PAGE>

SCHEDULE 1

Product Categories:
Maintenance, Janitorial and Lunchroom products
Safety and Security products
Office Supplies
Computer Supplies and Data Storage products
Furniture and Accessories

Commission Schedule
Commissions earned by Enviroclean based on the Gross Profit Margin of
Enviroclean products sold. The schedule is as follows:

B2B Gross Profit Margin Enviroclean Commission

0.00% to 2.99% 0.00%
3.00% to 3.99% 1.50%
4.00% to 9.99% 2.00%
10.00% to 14.99% 3.00%
15.00% to 19.99% 4.00%
20.00% to 24.99% 5.00%
25.00% + additional 1% commission for each 5% margin

<PAGE>

SCHEDULE 2
(As of October 1, 1999)

Specifications

The E-Commerce System will have functionality identical to that of
b2bstores.com, with differences in look, feel content, services and resources
only.

The E-Commerce Systems will be on the website www.b2bgoods.com.

Functionality similarities will be in the following areas, and the
b2bstores.com site will be used as a baseline for features and functionality.

o Pricing Management
o Shipping Methods
o Shipping methods and shipping/handling rates
o Taxation
o Discount schedules
o Specific order information required on each order (i.e. "order
header" items)
o Support for backorder and partial shipments
o Support for product varieties such as - size, color, style, finish
type, captured text fields for imprinting or other use
o Special instructions, requested delivery date, ship-to location for
each product ordered
o Product Navigation
o Product Search
o Detailed Product Descriptions
o Shopping Cart and Order Processing
o Online Customer Service
o Online Help Text

<PAGE>

AMENDED AND RESTATED
PROMISSORY NOTE

Dated: November 15, 1999

The Promissory Note dated July 1, 1999 is hereby amended and restated to read as
follows:

FOR VALUE RECEIVED, b2bstores.com Inc., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of Enviro-Clean of America, Inc.
(the "Payee"), at 211 Park Avenue, Hicksville, New York 11801, or such other
place as may from time to time be designated by notice thereof from the Payee
hereof to the Maker, the principal sum as shall have been advanced from time to
time from Payee to Maker (as set forth on the schedule to this Note ("Grid")),
together with interest on the unpaid principal sum outstanding at a rate equal
to eight percent per annum. Principal and interest shall be due and payable on
the earlier of (i) February 1, 2000 and (ii) the date the Maker consummates an
offering of its equity securities yielding gross proceeds of at least
$2,000,000.

Interest shall be payable on any installment of principal and interest not
paid to the Payee on its due date as set forth above at a per annum rate equal
to the lesser of (i) 18%, or (ii) the highest rate permitted by law, from the
date such installment was due and payable to the Payee until the date such
installment is fully paid.

If any of the following events shall occur:

(i) the Maker shall default in the payment of principal of, or interest on,
this Note or any indebtedness for borrowed money in excess of $50,000, or shall
default in the performance or observance of the terms of any instrument pursuant
to which such indebtedness was created or is secured, the effect of which
default is to cause or permit any holder of any such indebtedness to cause the
same to become due prior to its stated maturity;

(ii) any judgment against the Maker or any attachment, levy or execution
against any of its properties for any amount shall remain unpaid, or shall not
be released, discharged, dismissed, stayed or fully bonded for a period of 10
days or more after its entry, issue or levy, as the case may be; or

(iii) the Maker shall make an assignment for the benefit of creditors, or a
trustee, receiver or liquidator shall be appointed for the Maker or for any of
its property, or the commencement of any proceedings by the Maker under any
bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of
debt, receivership, liquidation or dissolution law or statute, or the
commencement of any such proceedings without the consent of the Maker and such
proceedings shall continue undischarged for a period of 10 days;
<PAGE>

then, in any such event, the Payee may declare the entire unpaid principal
amount of this Note, and all interest accrued and unpaid hereon, to be forthwith
due and payable, whereupon the same shall become and be forthwith due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Maker.

No failure on the part of the Payee to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by Payee of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

In the event this Note is turned over to an attorney for collection or
Payee otherwise seeks advice of an attorney in connection with exercise or
enforcement of its rights hereunder, the Maker agrees to pay all costs of
collection, including reasonable attorneys' fees and expenses, which amounts
may, at the Payee's option, be added to the principal hereof.

No amendment, modification or waiver of any provision of this Note, nor
consent to any departure by the Payee therefrom, shall be effective unless the
same shall be in writing and signed by the Payee, and then such waiver or
consent shell be effective only in the specific instance and for the specific
purpose for which it is given.

This Note has been executed and delivered in the State of New York and the
construction, validity and performance hereof shall be governed by the internal
laws of the State of New York without regard to the principles of conflict of
laws. Any action, suit or proceeding in respect of or arising out of this Note
may be brought by Payee in federal or state court located in Nassau County. In
any such action, suit or proceeding, Maker waives trial by jury, and Maker also
waives (i) the right to interpose any setoff or counterclaim of any nature or
description; (ii) any objection based on forum non-conveniens or venue; and
(iii) any claim for consequential, punitive, or special damages.

This Note shall be binding upon the Maker and its successors and assigns,
and the terms hereof shall inure to the benefit of the Payee and its successors
and assigns, including subsequent holders hereof.

All notices hereunder from the Payee to the Maker shall be in writing and
mailed to the Maker at the above address by registered or certified mail, return
receipt requested. All such notice shall be deemed given when mailed.

2
<PAGE>

Maker hereby authorizes Payee to complete and revise the Grid and to
reflect thereon the making of any loan made to Maker hereunder. Payee shall send
a copy of the Grid to Maker promptly after any revision thereto. The Grid, as
completed and/or revised by Payee, shall be final and binding on Maker in the
absence of fraud or mathematical error.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument on
the date set forth above.

b2bstores.com Inc.

By: /s/ Richard Kandel, Chairman
-----------------------------
Richard Kandel

3
<PAGE>

SCHEDULE TO PROMISSORY NOTE

Maker: b2bstores.com Inc. Date of Amended and Restated Note:
November 15, 1999

NAME OF PERSON
DATE AMOUNT OF ADVANCE MAKING NOTATION
---- ----------------- ---------------

June 10, 1999 25,000 Richard Kandel
July 15, 1999 2,586 Richard Kandel
July 19, 1999 25,000 Richard Kandel
July 26, 1999 27,250 Richard Kandel
July 30, 1999 100,000 Richard Kandel
November 5, 1999 50,000 Mark Voorhis
November 10, 1999 100,000 Mark Voorhis
November 24, 1999 200,000 Mark Voorhis
December 10, 1999 170,000 Mark Voorhis
December 23, 1999 125,000 Mark Voorhis

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

b2bstores.com Inc.
Long Beach, CA

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated September 30, 1999, except for note 2
which is as of November 15, 1999 relating to the financial statements of
b2bstores.com Inc. (a development stage company), which is contained in that
Prospectus. Our report contains an explanatory paragraph regarding the Company's
ability to continue as a going concern.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

/s/ BDO Seidman, LLP

New York, New York
January 5, 2000