RBID COM INC, 10SB12G, 1999-11-05

RBID COM INC
10SB12G, 1999-11-05

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STATEMENT ATTACHED TO AND MADE PART OF
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS

NAME OF SMALL BUSINESS ISSUER: RBID. Com, INC.
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PART I
------

INFORMATION IS HEREBY FURNISHED PURSUANT TO ALTERNATIVE 3
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ITEM 1: DESCRIPTION OF BUSINESS

Pursuant to Item 101 of Regulation S-B, the following information is
provided.

(a) Business Development Description.
---------------------------------
RBID. com, Inc. (the "Registrant" or the "Company" or "RBID") was
organized in 1988, as a corporation under the laws of the State of Florida. The
name under which the Registrant was originally organized was GCST, Inc. In
August, 1998, the Registrant entered into a reorganization agreement with Secure
America, Inc., a Delaware corporation, pursuant to which the Registrant issued
5,800,000 shares of common stock to the shareholders of Secure America, Inc., in
exchange for one hundred percent of the shares of common stock of Secure
America, Inc. As such, Secure America, Inc., became a wholly-owned subsidiary of
the Registrant. A true and correct copy of the reorganization agreement is
attached hereto as Exhibit "10." A list of the subsidiaries of Registrant is
attached hereto as Exhibit "8."

In April 1999, the board of directors of GCST Corp. approved a
resolution to change the name of the Company to RBID.com, Inc. The Company has
obtained consent to the name change from a majority of its shareholders as
required by Florida law. The Company has notified Nasdaq of the name change and
has applied to change the ticker symbol to RBID. The Company anticipates that
for trading purposes the name change became effective April 16, 1999. All
documents required to be filed by the Registrant with the Office of the
Secretary of State for the State of Florida were filed on April 14, 1999, to
effectuate the change in name. A true and correct copy of the original Articles
of Incorporation of the Registrant is attached hereto as Exhibit "1." A true and
correct copy of the original Bylaws of the Registrant is attached hereto as
Exhibit "1." A true and correct copy of the Amended and Restated Articles of
Incorporation of the Registrant is attached hereto as Exhibit "2."

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Since its formation, the Registrant has not been a debtor or debtor in
possession in any proceeding under Title 11 United States Code nor has the
Registrant been subjected to a receivership or other legal or judicial process
pursuant to which its assets and operation are overseen by any third party or
judicial tribunal.

Since its formation, the Registrant has not undergone any material
reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets not in the ordinary course of business.

RBID, is a leading provider of Internet access services, e-commerce
solutions, online shopping mall, auction mall and classified advertising for
consumers and small- to medium-sized businesses. RBID provides consumers and
merchants the information, technology, and services they need to become
successful in e-commerce while offering the online shopping consumer a unique
and enjoyable shopping, auction and free classified advertising experience.

RBID is headquartered in Laguna Hills, California. RBID originally was
formed to develop Internet related products and services that answer the needs
of everyday businesses. RBID is expanding its quality products and services to
include the world's first fully interactive "online merchant stores" that
include full access to auction and classifieds advertising channels.

Vision, ambition and integrity are the hallmarks of RBID. From the
management team to the quality products and services, the Company is evolving
from a single product Company into a global marketing organization with
virtually unlimited potential.

Talented, experienced and energetic; each member of the RBID corporate
team brings a wealth of lifelong achievements and ethics that transfers into a
strong and profitable corporation ready to provide e-commerce solutions for the
next millennium.

RBID's corporate offices are located in the beautiful city of Laguna
Hills, California and can be reached at:

24461 Ridge Route Dr
2nd Floor
Laguna Hills, CA 92663
Phone (949) 470-4550
Fax (949) 470-4575
Web: www.rbid.com
Email: [email protected]

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(b) Business of the Issuer.
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1. Principal Products or Services and their Markets:
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At the present time, the Registrant distributes both a product and
service. The product which the Registrant distributes is a web site for
individuals which desire to own and operate a retail mall establishment for the
sale of goods and services. Specifically, an interested person will contract
with the Registrant to design a retail shopping mall. The selling price of the
retail mall site will range from $250.00 to $995.00. The Registrant will
undertake to create the retail mall for the subscriber and the subscriber will
then be able to offer a wide variety of goods and services to the public for
sale from his/her individual mall site.

After completing the installation of the individual mall site, the
Registrant will provide the customer with a list of potential vendors from whom
the customer can purchase and resell goods and services. The goods and services
which Registrant can offer its customers for use in conjunction with a mall site
are wide and varied.

A customer, after completing the installation of the mall site and the
selections of the goods and services he/she wishes to resell to the public, will
be required to pay a fee to the Registrant based upon a percentage of sales.

The market for the products and services provided by the Registrant is
both the domestic and international markets. Specifically, all persons globally
who utilize the internet and available high speed technologies will be potential
customers of the Registrant. This would include persons who desire to set up
their own business mall site as well as persons that will purchase goods and
services from the mall sites.

Since 1998, RBID's main focus was to develop unique and powerful
Internet related e-commerce products and services to meet the high demand of
small to medium sized businesses. The Company's main focus will be on marketing
the Internet shopping mall and merchant online stores (Rmall.com) classified
advertising (Rads.com) and online auctions (RBID.com). These new exciting
products and services will be the driving force for Company expansion into new
markets and product diversification. These new and revolutionary products and
services are called R-Mall (Internet shopping mall and merchant online stores),
R-Ads (Internet classified advertising), RBID.com (Internet auction), Rway.net
(Internet access and marketing services) and R-escrow (financial transactions).

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The past year has been invested in intensive preparation and
development of the products and services and key affiliate relationships with
major retailers, which have been outlined on the rbid.com Web site. Existing and
newly enrolled users may now begin the practical application of RBID's SuperSite
features including: online auctions with a user-friendly interface facilitating
Web site navigation; an online shopping mall with major industry names like
Dell, Disney, JC Penny and Sharper Image; classified advertising sites such as
R-freeAds, Rhomeguide and R-auto mall; and R-surf Internet services including a
chat forum, free e-mail and a portal search page --- all under the R-world
umbrella of products and services.

Launching RBID and its new Internet e-commerce products and services
will catapult it into a powerful Company with unlimited products and services
while realizing high profit margins to sustain our anticipated fast growth in
the coming millennium.

2. Distribution Methods of the Products and Services:
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MARKETING OVERVIEW

The Power Of Organizational Marketing

RBID utilizes Organizational Marketing with Merchant Resellers as the
key marketing strategy behind Rway, Rmall and RBID auction house. In the coming
months and years we will focus on bringing "on-board" large national
organizations with millions of potential customers and vendors that will buy and
sell the RBID products and services. This unique market approach will
undoubtedly revolutionize the Internet world. Where other companies spend tens
of millions of dollars on banner media advertising as its primary avenue of
promoting and selling their products while trying to build a name recognition,
RBID will immediately focus on bringing millions of customers while
strategically placing media advertising to exclusively build the RBID name
recognition. In April 1999, RBID signed its first major partnership agreements
with SOURCE International. SOURCE Rebate is the largest US rebate provider with
23 affinity groups and a proprietary loyal debit card with over 15 million
members nationwide. SOURCE Rebate, has also provided over 15 years of dedicated
service to its members, and has enjoyed its strong success by offering its users
a myriad of benefits including (but not limited to) discounts on popular
products and merchant financial services. SOURCE International's success comes
from its ability to consistently exceed the needs of its customers through its
unparalleled product and service offerings. This partnership will likely be an
enormous boost to RBID.com's user base for its Internet products; especially the
RBID Auction site.

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Mr. Richard Stewart - President/CEO of SOURCE International, is a
proven business leader and brings to RBID over 30 years of experience in the
areas of finance and sales and marketing. Mr. Stewart's background includes
being a highly successful entrepreneur and having had strong management
positions with large Fortune 500 corporations. Prior to SOURCE, Mr. Stewart's
previous accomplishments are notable and varied. With eloquent grace in his
public speaking appearances, Mr. Stewart became a nationally recognized speaker
on the subjects of reaching higher corporate market perpetration. Well-known
clients whom Mr. Stewart has consulted include Kirstie Alley, Cathy Lee Crosby,
Michael Roberts and the Presley family. Mr. Stewart states "We are excited about
this partnership marketing alliance with RBID and what it can mean to our large
member base. We feel that RBID brings SOURCE a whole new level of quality
Internet products and services to our 15 million members in the form of Internet
connectivity (www.rway.net), complete e-commerce shopping solutions
(www.rmall.com) and an avenue to move a tremendous amount of products through
the coming RBID(www.rbid.com) auction site. The potential of this partnership
for both parties through time is truly enormous."

RBID is developing relationships with other national marketing firms
that specialize in assisting corporations to reach their maximum sales
potentials. We are aware that the Internet and Internet Marketing is a
revolution taking place in front of our eyes that can be very profitable for
those who know how to capture it. RBID is strategically poised to capture a
healthy percentage of the overall Internet e-commerce including Online Shopping,
Internet Access and Online Auctions. Our exciting marketing programs will open
new doors and opportunities to mall merchants looking to profit from the
Internet on a global scale.

International Growth

All of the RBID Internet products and services were developed and
designed for future expansion into the International markets. In the near
future, RBID will selectively open new countries and territories in a prudent
and financially beneficial way with existing capable and experienced marketing
companies. Our international Internet services and Internet Telephony products
will be the initial driving force into those new and emerging markets.

Everyone in the world can easily identify with RBID's exciting Internet
related products and services as well as our strong income opportunity to
capture a significant share of the e-commerce markets in many countries.

The distribution methods for the sale of Mall Sites will involve the
following marketing methods:

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1. The Registrant is the owner of one hundred percent (100%)
of the issued and outstanding stock of RWAY.COM, a Delaware corporation. RWAY
will operate the marketing of the mall sites through a multi-level sales force
both domestically and on an international basis. The marketing plan of RWAY will
include the use of the following marketing materials:

a. Infomercials:
b. Direct Sales:
c. Seminars:

Forecasts are explosive in e-commerce. Reports indicate plenty more to
come. In the U.S. Commerce Department's report "Emerging Digital Economy" it
predicts that by 2002, Internet commerce will likely surpass $300 billion. The
report goes on to highlight the hefty activity transacted by billion dollar
companies, including General Electric Corp., Dell Computers and Federal Express.
However, they also say that Electronic Commerce (e-commerce) isn't just for the
big boys. Today, small businesses, many of which used to perceive the Internet
as a fad, are seeing it as another revenue source, according to Thomas Miller,
vice president of industry researcher Cyber Dialogue, based in New York. For
most small-to-medium size businesses, choosing the right web Development Company
can be difficult and very expensive. Building a web site for a business with
e-commerce can cost from $1000 to tens of thousands of dollars. RBID takes the
mystery and high cost out of operating an effective online web store with full
e-commerce capabilities by providing a viable business e-commerce solution for a
modest monthly fee of $29.95 and no front-end development costs.

One Stop Total Solution

Rmall is a great place to present, sell and support almost any product
or service. We provide our merchants with total interactive store development,
e-commerce solutions and hosting under "one roof" including:

* Worldwide market penetration.
o Dual interactive operations on the Rmall online service and RBID Internet. *
Interactive strategy planning and implementation.
* Data production and imaging.
* Creative Presentations
* Special Interest area support.
* Access to special sales events and promotions.
* Merchandising partnerships.
* Retailer and Dealer customer action programs.
* Consumer direct or OEM and business-to-business applications.
* Transaction processing.
* Custom application design and programming.
* Reporting Services.
* Customer service.
* Instant customer surveys and dynamic market segmentation.

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R-Escrow Clearinghouse

R-Escrow will serve as a clearinghouse for all transactions occurring
on RBID.com. The goal of R-escrow is to provide a secure environment for
completing purchases and sales at online resources such as classifieds, for sale
merchandise and web auctions. R-escrow has established procedures designed to
protect both merchants and customers and to ensure payment and delivery,
including QuikTrack transaction manager with point-and-click online access to
the current status of sales activity. Electronic payment: credit cards, wire
transfers, as well as checks and money orders can be processed through R-escrow.
With the establishment of R-escrow, the complete organizational structure of
RBID is in place.

SCORE Discount Rebate Program

The SCORE rebate discount benefits card is an ideal way for merchants
to channel customers to their locations or Online by giving a Discount Rebate to
customers when purchasing their products or services. Customers can receive up
to 15% discount rebate by using the RBID SCORE rebate card in all participating
locations. Independent Merchant Resellers can receive a bonus on all purchase
made by the participating customers and merchants that he/she establishes. With
millions of users and over 15 years of dedicated service to its members, SCORE
is the founder of many benefits and services and is most recently the founder of
the reciprocal rebate program. This program will enable many individuals,
companies and nonprofit organizations to earn "REBATE INCOME" while purchasing
everyday items.

Proven and Effective Reseller Program

RBID will utilize the power of a Merchant Reseller marketing program to
promote the R-Ads and RBID in the U.S and abroad. Each new Rmall Merchant
Reseller will have the opportunity to purchase their own R-Ads and Rmall sites
for a small fee. The fee will have a commission bonus built in it to pay
generous commissions to the Merchant Reseller. Now Rway Merchant Resellers can
promote their own Rmall sites in many forms of advertising to encourage people
and business of all sorts to advertise their products and services on their own
Rmall and make a profit from every transaction that is conducted through the
R-Escrow account.

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With the tremendous growth of the Internet, opportunities are
constantly arising from companies that can take ideas and effectively implement
them in simple but powerful ways. RBID is launching a new Internet marketing
division called R-Ads (Free Classifieds Advertising) and RBID (Online Auction).
After doing extensive marketing research and developments in the advertising
classified markets, we are now launching one of the most aggressive advertising
ideas ever.

RBID has set up an R-Bid Auction capability that will be available to
everyone using the R-Ads. This hot concept of being able to auction items on the
Internet is fast becoming a billion-dollar industry. There are several start-up
companies who are capitalizing on this new industry that have become in instant
success overnight. Companies like "Ebay" and "ubid" have experienced a
phenomenal increase in their revenues and stocks in the past few months. While
these companies actually charge sellers and vendors a fee for each ad that they
insert, R-Ads will be completely free of any advertising fees. The R-Ads concept
utilizes the same auction method of introducing buyers to sellers and the
opportunity to bid on products online.

R-Ads is simply a way for anyone on the Internet to advertise anything
they want for FREE. People can place ads for new or used cars, furniture,
jewelry, etc,. Etc, There is no limit as to how many ads a person can run. It's
all free of any advertising charges. The income from R-Ads will be generated
from RBID's R-Escrow account. Every person on the R-Ads will need a way to
ensure that the product listed from the seller will be shipped as agreed and the
funds from the buyer will be secured when the product is received and inspected.
The R-Escrow account will be used in 90% of all the R-Ads transactions of which
Rway will keep 10% of the final sales price up to a maximum charge of $100.00

Today, there are millions of individuals and businesses that can
utilize the R-Ads classified mall to advertise all of their products and
services for free to millions of potential customers worldwide. A large
percentage of online individuals and business do not have a simple, easy to
implement and manage online e-commerce solution. Therefore R-Ads is the best
solution to transact freely on the Internet with nominal financial outlay.

Many Advantages to Advertisers

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seller has absolutely nothing to lose if their products do not sell. People will
be bidding on the auctioned items and the seller will choose and pick the best
offers available. However, it's an ideal way to auction outdated products and
get the best deal for idle inventory at no additional cost or effort.

Rway Internet Access

Through the development of proprietary software that allow RBID
Corporation to virtually contract with unlimited number of small local ISP's
(Internet service providers), we can offer provide unlimited Internet access at
competitive rates. RBID.net is able to sell Internet access in all major
metropolitan cities with unlimited Internet access at a competitive rate while
paying incredible commissions and bonuses. The RBID main servers are located in
a major hub to the world wide Internet and assures online members fast access
(56K or ISDN) and network reliability.
As part of the online member service, each RBID member receives a web
site at no cost that can be customized and built within minutes and can save him
or her hundreds of dollars in web development costs. This added online service
is a critical part of RBID's complete product line that greatly enhances the
opportunity and representative communications all over the country. The
www.bid.com web site is a friendly and informative site with many channels and
search engines to meet everyone's Internet needs.

Unlimited Nationwide Access

With over 2,000 access sites in the U.S. and Canada all running at fast
56K and ISDN speeds, customers are connected to one of the biggest, fastest and
most reliable networks in the world. RBID offers customers and independent
distributors the opportunity to generate income from marketing the Rway.net
Internet Service to others through the powerful Merchant Reseller concept.

Web Development Services

As a total solution resource, Rway.net offers consumers all the tools
necessary to put you in front of the world without having to spend a great deal
of time and money. Rway.net offers its customers a complete package of web
development tools and packaged programs to fit everyone, from individuals to
small sized businesses. All you have to do is present the Rway.net web
development packages to prospective customers and see how you can start earning
a substantial income.

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Unlimited E-mail Access

When you get connected, you will have your own E-mail (Electronic Mail)
address that allows you to communicate to the world. You can send and receive
unlimited amounts of correspondence and information to and from anyone on the
Internet at no additional cost to you.

Free CD Tutorial and Setup

When you become a RBID.net Online member, you will receive all the
necessary tools to get connected and enjoy the Internet world. This CD tutorial
is an invaluable tool that will teach you everything you need to know about the
Internet and how to utilize all of the great tools that are available to you.
Just click and go, it will automatically configure and install Microsoft
Explorer or Netscape browser on your computer to get you started.

Building Easy Internet Solutions...

Our philosophy is to make the Internet a friendly tool for you to
utilize for new and advanced users. From our Internet CD tutorial to our
beautifully designed web sites, RBID.net makes it simple for anyone to get
connected to the world. As a basic online member of RBID.net, you can easily
build and manage a professional looking web site at no cost. Our easy to use web
builder program will guide you step by step to make you look great. Within
minutes you can be online and ready to communicate with the world.

Net Phone Call System

The RBID Net Phone Call system is a revolutionary product that is
undoubtedly going to change the communication industry. The software portion of
this system has been developed exclusively for RBID utilizing several technology
features. RBID's revolutionary Net Phone Call allows you to make unlimited long
distance and worldwide phone calls using your computer and any Internet service
to connect and talk to anyone for as long as you want for FREE. With the Net
Phone Call system, RBID is poised to capture a significant portion of the
Internet Telephony market in the coming years and adds a tremendous value to the
Company's overall product line.

Easy Hookup to Any Computer...

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The Net Phone Call is a state-of-the-art product that allows anyone on the
Internet to make outgoing phone calls from their existing home or business
computer to others all over the world with clear voice connections. With a click
of a button you can be talking to friends in London, Paris, Buenos Aries or
anywhere else in the world for as long as you want without long distance
charges.

Ideal For Business and Travel...

The globalization of business is changing the way we work. The RBID Net
Phone Call is ideally suited for commercial and business use. Virtual office
capability has never been so real. Companies all over the world can now
instantly communicate with their branch offices at anytime without using any
long distance phone carrier, which can save them thousands of dollars annually.
Sales representatives on the road can call their office anytime from hotel rooms
and talk to their staff without paying inflated hotel long distance phone
charges. By simply installing the special net phone software on your personal
laptop computer, you can call your home or office anytime and talk for as long
as you want.

Connecting You To The World...

Calling your family members on the other side of the world has never
been easier or more cost effective. With your Net Phone Call, it is easy to
connect with your loved ones and talk all you want. All you have to do is tell
your family members to install or download the Net Phone Call special software
on their computer software for free. This simple process has to be installed
only once. After they install the free software, you can now call them and talk
with them anytime for as long as you like. It is today's modern technology at
its best. When you initiate the call, their computer will ring like a telephone
alerting them that they have an incoming call from you. Your Net Phone Call
system also includes special caller identification that lets you know who is
calling you before you answer the call. Go ahead, call your mother in Australia,
brother in Singapore or friends in Mexico, the call is on us.

Build Your Store In 20 Minutes

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directly into a huge mall with instant customer online traffic listed with all
the global search engines. The advantages for a business to have their web site
built and hosted directly into the R-Mall is tremendous. The RBID e-commerce Web
Store Developer is easy to set up and simple to use. The business owner can set
up his business web site within minutes (about 20 minutes). They get all the
pages they need and links to other pages and sites as well as the ability to
load pictures of their products or services directly on their web site. They
also have the unique ability to modify anything on their web site at anytime for
free through authorized individual access codes. Other web developer companies
usually charge a fee per modification.

Simple Web Solutions

Anyone can become a web master by using the Rstore web development
tools to build a professional looking web site complete with e-commerce. Whether
our customers are individuals, small business owners, a catalog Company,
retailer, distributor, wholesaler, manufacturer, service provider, profession
entrepreneur or entertainment/media firm, we can provide excellent web presence,
e-commerce, auctions and classified advertising at a nominal cost. A personal or
Company can actually build a great looking web site for no front end development
cost and a modest fee of $29.95 a month for hosting and maintenance; An
e-commerce solution that would normally cost thousands of dollars.

A Rmall store purchaser would simply choose from a variety of beautiful
online templates and would "fill in their information" in the appropriate areas
to complete a web store that rivals the best on the net. They can actually
scan-in their own pictures of products and place them in the proper location on
each page. If the purchasers are unable to scan their own pictures, they can
mail or e-mail them to RBID and out trained web developers will place them in
the proper locations. It's the simplest and most advanced web store development
tools available today. The e-commerce transactions is automatically handled by
our R-escrow account processing generator that eliminates all of the
complexities of setting up costly e-commerce sites for individuals.

R-bid Online Auctions

Every Rstore owner can participate in the R-bid Online Auction at
anytime as part of their Rstore site. Imagine choosing products on a daily basis
and placing them in the R-bid auction for everyone to bid on. This powerful and
unique service is truly an enticing and a strong incentive for every business
owner to utilize that is available only from RBID.

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Many Advantages to Store Owners

There are many advantages of listing a store with R-Mall. The main
reason is simplicity and cost effectiveness of having a one-stop web development
tool that takes all the problems out of getting on the Web instantly. Second,
the new store is immediately hosted inside a mall that is already listed on all
the global search engines receiving a large number of visitors. The store owner
does not have to spend a great deal of advertising money to promote his web site
to build traffic.

Software Tracking

RBID has made a huge commitment and investment over the past several
years into providing its internal computerized systems and distributor tracking
the best software available in the industry. Our partnership agreement with OP
Technologies, Oracle. 3Com, Motorola as well as utilizing the latest Microsoft
development programs for complete support of all RBID's exclusive software needs
is a vital link to our overall success and future growth. Today, businesses of
all sizes are looking to join this new market revolution that is changing the
way they do business. Most business has computer literate employees and is
depending on the computers and Internet access for all their day to day needs.

3. Status of Any Publicly Announced New Product or Service:
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The Registrant has issued the following press releases concerning its
products and services:

a. Press Release Dated March 3, 1999, a true and correct copy of which is
attached as Exhibit "3."

b. Press Release Dated March 30, 1999, a true and correct copy of which is
attached as Exhibit "3."

c. Press Release Dated April 5, 1999, a true and correct copy of which is
attached as Exhibit "3."

d. Press Release Dated April 6, 1999, a true and correct copy of which is
attached as Exhibit "3."

e. Press Release Dated April 8, 1999, a true and correct copy of which is
attached as Exhibit "3."

f. Press Release Dated April 23, 1999, a true and correct copy of which is
attached as Exhibit "3."

g. Press Release Dated April 29, 1999, a true and correct copy of which is
attached as Exhibit "3."

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h. Press Release Dated April 29, 1999, a true and correct copy of which is
attached as Exhibit "3."

i. Press Release Dated May 4, 1999, a true and correct copy of which is attached
as Exhibit "3."

j. Press Release Dated May 17, 1999, a true and correct copy of which is
attached as Exhibit "3."

k. Press Release Dated May 21, 1999, a true and correct copy of which is
attached as Exhibit "3."

l. Press Release Dated June 2, 1999, a true and correct copy of which is
attached as Exhibit "3."

m. Press Release Dated June 15, 1999, a true and correct copy of which is
attached as Exhibit "3."

n. Press Release Dated July 29, 1999, a true and correct copy of which is
attached as Exhibit "3."

o. Press Release Dated July 29, 1999, a true and correct copy of which is
attached as Exhibit "3."

p. Press Release Dated July 30, 1999, a true and correct copy of which is
attached as Exhibit "3."

q. Press Release Dated August 5, 1999, a true and correct copy of which is
attached as Exhibit "3."

r. Press Release Dated August 6, 1999, a true and correct copy of which is
attached as Exhibit "3."

s. Press Release Dated August 18, 1999, a true and correct copy of which is
attached as Exhibit "3."

t. Press Release Dated August 19, 1999, a true and correct copy of which is
attached as Exhibit "3."

u. Press Release Dated September 13, 1999, a true and correct copy of which is
attached as Exhibit "3."

v. Press Release Dated October 25, 1999, a true and correct copy of which is
attached as Exhibit "3."

w. Press Release Dated October 25, 1999, a true and correct copy of which is
attached as Exhibit "3."

x. Press Release Dated October 26, 1999, a true and correct copy of which is
attached as Exhibit "3."

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y. Press Release Dated October 26, 1999, a true and correct copy of which is
attached as Exhibit "3."

z. Press Release Dated October 26, 1999, a true and correct copy of which is
attached as Exhibit "3."

aa.Press Release Dated October 27, 1999, a true and correct copy of which is
attached as Exhibit "3."

bb.Press Release Dated October 27, 1999, a true and correct copy of which is
attached as Exhibit "3."

cc.Press Release Dated October 28, 1999, a true and correct copy of which is
attached as Exhibit "3."

dd.Press Release Dated October 29, 1999, a true and correct copy of which is
attached as Exhibit "3."

4. Competitive Business Conditions and the Registrants Competitive Position in
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the industry and methods of competition:
----------------------------------------

The sales of goods and services on the Internet is a highly competitive
business. Registrant, as a start-up Company, will be competing with numerous
online sales and services organizations including the following, which are
considered direct competitors:

a. BUY.COM;
b. PRICE.NET; and
c. AMAZON.COM.

As a new and innovative company, RBID is developing the marketing
programs described, infra, with the goal of achieving a nitch in the E commerce
market place. To this, RBID has brought into its fold reputable marketeers for
the purpose of assisting RBID in establishing its products in the E commerce
market place.

5. Sources and Availability of Raw materials and the Names of Principal
-----------------------------------------------------------------------------
Suppliers:
----------
The business of the Registrant does not require the acquisition,
reconfiguration or other manufacturing processes to produce its products and
provide its services. As such, there are no raw materials required by the
Registrant and the Registrant does not have a list of principal suppliers.

15
<PAGE>

6. Dependence on one or a few Major Customers:
-------------------------------------------
The nature of the business of Registrant is such that there will be a
substantial number of persons acquiring mall sites on a continuous basis and an
endless number of potential users for the mall sites. As such, the business of
Registrant will not depend upon a few major customers.

7. Patents, Trademarks, Licenses, Franchises, concessions, royalty agreements or
-----------------------------------------------------------------------------
labor contracts, including duration:
------------------------------------

The Registrant holds the copyrights, patents and trademarks identified
on Exhibit "4."

The Registrant holds no licenses except for ordinary business licenses
required by the County of Orange, State of California, a true and correct copy
of which is attached as Exhibit "5."

The Registrant is not a party to any concession agreements.

The Registrant is not a party to any royalty agreements.

The Registrant is not a party to any collective bargaining or other
labor contracts.

8. Need for Government Approval of Principal Products or Services. Status of the
-----------------------------------------------------------------------------
Approval Process.
-----------------

At the present time, the Registrant does not require the approval of any
of its principal products or services by any governmental agency. However, in
the event that the Federal Trade Commission and/or the Federal Communications
commission begins an oversight program, the Registrant will be required to
comply with all applicable regulations.

9. Effect of Existing or Probable Governmental Regulations on the Business of
-----------------------------------------------------------------------------
Registrant
----------

The internet, and the sale of products and services is not yet a
government regulated business enterprise. However, the Federal Communications
Commission and the Federal Trade Commission are beginning to consider the
implementation of oversight regulations.

10.Time Spent by Registrant During the Last Two Fiscal Years on Research and
-----------------------------------------------------------------------------
Development Activities, the extent to which such costs were borne directly or
-----------------------------------------------------------------------------
indirectly by Customers.
------------------------

During the preceding two (2) years, the Registrant has spent its time
developing the software required to provide website malls to potential

16
<PAGE>

customers. None of the costs of the software development were borne by customers
of the Registrant either directly or indirectly. The Registrant has also spent
the last two (2) years developing relationships with manufacturers, retailers
and wholesalers in an effort to establish a wide variety of goods and services
which purchasers of the mall sites of Registrant can offer for resale to the
public.

11. Costs and Effects of Compliance with Environmental Laws.
--------------------------------------------------------

The Registrant is not engaged in any business which would require
compliance with Federal or State environmental agencies.

12. Total Number of Employees and the Number of Full Time Employees.
-----------------------------------------------------------------
RBID maintains a professional and courteous staff that responds to the
consumer and merchant needs. Our advanced computerized processing systems are
state of the art that can handle hundreds of thousand of transactions
simultaneously to accommodate today discriminating consumer.

Registrant employs 6 persons in its operations. Registrant has 5 full time
employees and 1 part time employees.

ITEM 2: MANAGEMENT's DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------

Pursuant to Item 303 of Regulation S-B, the following information is
provided.

17
<PAGE>

Since 1998, RBID's main focus was to develop unique and powerful
Internet related e-commerce products and services to meet the high demand of
small to medium sized businesses. The Company's main focus will be on marketing
the Internet shopping mall and merchant online stores (Rmall.com) classified
advertising (Rads.com) and online auctions (RBID.com). These new exciting
products and services will be the driving force for Company expansion into new
markets and product diversification. These new and revolutionary products and
services are called R-Mall (Internet shopping mall and merchant online stores),
R-Ads (Internet classified advertising), RBID(Internet auction), Rway.net
(Internet access and marketing services) and R-escrow (financial transactions).

The past year has been invested in intensive preparation and
development of the products and services and key affiliate relationships with
major retailers, which have been outlined on the rbid.com Web site. Existing and
newly enrolled users may now begin the practical application of RBID.com's
SuperSite features including: online auctions with a user-friendly interface
facilitating Web site navigation; an online shopping mall with major industry
names like Dell, Disney, JC Penny and Sharper Image; classified advertising
sites such as R-freeAds, Rhomeguide and R-auto mall; and R-surf Internet
services including a chat forum, free e-mail and a portal search page --- all
under the R-world umbrella of products and services.

18
<PAGE>

Marketing Overview

The Power Of Organizational Marketing

International Growth

All of the RBID Internet products and services were developed and
designed for future expansion into the International markets. In the near

19
<PAGE>

future, RBID will selectively open new countries and territories in a prudent
and financially beneficial way with existing capable and experienced marketing
companies. Our international Internet services and Internet Telephony products
will be the initial driving force into those new and emerging markets.

The distribution methods for the sale of Mall Sites will involve the
following marketing methods:

a. Infomercials:
b. Direct Sales:
c. Seminars:

One Stop Total Solution

Rmall is a great place to present, sell and support almost any product
or service. RBID provides its merchants with total interactive store
development, e-commerce solutions and hosting under "one roof" including:

20
<PAGE>

* Worldwide market penetration.
* Dual interactive operations on the Rmall online service and RBID internet.
* Interactive strategy planning and implementation.
* Data production and imaging.
* Creative Presentations
* Special Interest area support.
* Access to special sales events and promotions.
* Merchandising partnerships.
* Retailer and Dealer customer action programs.
* Consumer direct or OEM and business-to-business applications.
* Transaction processing.
* Custom application design and programming.
* Reporting Services.
* Customer service.
* Instant customer surveys and dynamic market segmentation.

R-Escrow Clearinghouse

SCORE Discount Rebate Program

21
<PAGE>

Proven and Effective Reseller Program

22
<PAGE>

percentage of online individuals and business do not have a simple, easy to
implement and manage online e-commerce solution. Therefore R-Ads is the best
solution to transact freely on the Internet with nominal financial outlay.

Many Advantages to Advertisers

There are many advantages of listing a product or service with R-Ads.
The main reason is simplicity and no cost involved in advertising any product or
service. Second, the seller has the option to list products to be auctioned in
the RBID site without having to re-enter new information and knowing the
products will be automatically listed on all the major search engines. The
seller has absolutely nothing to lose if their products do not sell. People will
be bidding on the auctioned items and the seller will choose and pick the best
offers available. However, it's an ideal way to auction outdated products and
get the best deal for idle inventory at no additional cost or effort.

Rway Internet Access

Through the development of proprietary software that allow RBID
Corporation to virtually contract with unlimited number of small local ISP's
(Internet service providers), we can offer provide unlimited Internet access at
competitive rates. RBID.net is able to sell Internet access in all major
metropolitan cities with unlimited Internet access at a competitive rate while
paying incredible commissions and bonuses. The RBID main servers are located in
a major hub to the world wide Internet and assures online members fast access
(56K or ISDN) and network reliability.
As part of the online member service, each RBID member receives a web
site at no cost that can be customized and built within minutes and can save him
or her hundreds of dollars in web development costs. This added online service
is a critical part of RBID's complete product line that greatly enhances the
opportunity and representative communications all over the country. The
www.Rbid.com web site is a friendly and informative site with many channels and
search engines to meet everyone's Internet needs.

Unlimited Nationwide Access

23
<PAGE>

Web Development Services

Unlimited E-mail Access

Free CD Tutorial and Setup

Building Easy Internet Solutions...

RBID's philosophy is to make the Internet a friendly tool for you to
utilize for new and advanced users. From our Internet CD tutorial to our
beautifully designed web sites, RBID.net makes it simple for anyone to get
connected to the world. As a basic online member of RBID.net, you can easily
build and manage a professional looking web site at no cost. Our easy to use web
builder program will guide you step by step to make you look great. Within
minutes you can be online and ready to communicate with the world.

Net Phone Call System

24
<PAGE>

Phone Call system, RBID is poised to capture a significant portion of the
Internet Telephony market in the coming years and adds a tremendous value to the
Company's overall product line.

Easy Hookup to Any Computer...

Imagine, making unlimited long distance phone calls from your computer
and talking on RBID's Net Phone Call attached to your computer...now you can.
The future is finally here. Now people all over the world can communicate with
each other for as long as they want without getting billed from any long
distance phone carrier. You now have an opportunity to share in the biggest and
most revolutionary communication products ever developed in the 20th century.
The Net Phone Call is a state-of-the-art product that allows anyone on the
Internet to make outgoing phone calls from their existing home or business
computer to others all over the world with clear voice connections. With a click
of a button you can be talking to friends in London, Paris, Buenos Aries or
anywhere else in the world for as long as you want without long distance
charges.

Ideal For Business and Travel...

Connecting You To The World...

25
<PAGE>

calling you before you answer the call. Go ahead, call your mother in Australia,
brother in Singapore or friends in Mexico, the call is on us.

Build Your Store In 20 Minutes

RBID is poised to capture a huge market share of the growing web
development and e-commerce opportunity. Committed to enter this fast growing
market, RBID invested a great deal of time, energy and resources in developing
unique and powerful online e-commerce web store builder programs that can
develop specialized great professional web stores to host unlimited number of
business and products. The RBID R-Mall is an ideal way for a small to medium
size business to have a great professional online web site while being hosted
directly into a huge mall with instant customer online traffic listed with all
the global search engines. The advantages for a business to have their web site
built and hosted directly into the R-Mall is tremendous. The RBID e-commerce Web
Store Developer is easy to set up and simple to use. The business owner can set
up his business web site within minutes (about 20 minutes). They get all the
pages they need and links to other pages and sites as well as the ability to
load pictures of their products or services directly on their web site. They
also have the unique ability to modify anything on their web site at anytime for
free through authorized individual access codes. Other web developer companies
usually charge a fee per modification.

Simple Web Solutions

Anyone can become a web master by using the Rstore web development
tools to build a professional looking web site complete with e-commerce. Whether
our customers are individuals, small business owners, a catalog Company,
retailer, distributor/wholesaler, manufacturer, service provider, profession
entrepreneur or entertainment/media firm, we can provide excellent web presence,
e-commerce, auctions and classified advertising at a nominal cost. A personal or
Company can actually build a great looking web site for no front end development
cost and a modest fee of $29.95 a month for hosting and maintenance; An
e-commerce solution that would normally cost thousands of dollars.

26
<PAGE>

R-bid Online Auctions

Many Advantages to Store Owners

Software Tracking

RBID has made a huge commitment and investment over the past several
years into providing its internal computerized systems and distributor tracking
the best software available in the industry. Our relationship agreement with OP
Technologies, Oracle. 3Com, Motorola as well as utilizing the latest Microsoft
development programs for complete support of all RBID's exclusive software needs
is a vital link to our overall success and future growth. Today, businesses of
all sizes are looking to join this new market revolution that is changing the
way they do business. Most business has computer literate employees and is
depending on the computers and Internet access for all their day to day needs.

ITEM 3: DESCRIPTION OF PROPERTY
-----------------------

Pursuant to Item 102 of Regulation S-B, the following information is
provided.

(a) Plan of Operation.
------------------

For the fiscal year ended December 31, 1997, the Registrant did not
have revenues.

27
<PAGE>

For the fiscal year ended December 31, 1998, the Registrant did not
have revenues.

For the first nine months of fiscal year ended December 31, 1999, the
Registrant had revenues of $0.

Because Registrant did not have revenues for the immediately two (2)
preceding years, the following additional information is provided.

Registrant's plan of operation for the next 12 months will consist of
the Registrant undertaking the activities described herein under ITEM 2.

The Registrant anticipates that its present cash reserves will provide
funding for its operation for a period of 6 months. The Registrant anticipates
raising additional capital during the next 12 months. Attached hereto as Exhibit
"6" is a cash requirements projection for the Registrant.

ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
---------------------------------------------------------------

Pursuant to Item 403 of Regulation S-B, the following information is
provided.

Item 403 (a): The following schedule depicts all persons that are the
legal and/or beneficial owner of more than five percent (5%) of any class of
stock of Registrant:

AS OF SEPTEMBER 30, 1999

Title of Name and Address Amount/Nature Percent
- -------- ---------------- ------------- -------
Class of Beneficial of Beneficial
- ----- ------------- -------------
Owner Ownership
----- ---------

Common Peter James Ferras 3,967,000 47%
Stock CEO Directly Owned

Common Cede & Co. 1,635,204 20%
Stock Directly Owned

Common Naji Bashar 550,000 7%
Stock Directly Owned

Common Western Funds 825,000 10%
Stock Int'l Inc. Directly Owned

Total Shares Issued and Outstanding 8,378,500

28
<PAGE>

AS OF OCTOBER 21, 1999

Title of Name and Address Amount/Nature Percent
- -------- ---------------- ------------- -------
Class of Beneficial of Beneficial
- ----- ------------- -------------
Owner Ownership
----- ---------

Common Peter James Ferras 567,000* 5%
Stock Directly Owned

Common Cede & Co. 1,635,204 13%
Stock Directly Owned

Common Naji Bashar 550,000 5%
Stock Directly Owned

Common Western Funds 825,000 7%
Stock Int'l Inc. Directly Owned

Common AHC-I, BT 6,200,000** 51%
Stock Nevada Business
Trust

Total Shares Issued and Outstanding 12,200,500

*Mr. Ferras has agreed to sell 2,300,000 shares of common stock to AHC-I, BT
pursuant to that certain stock purchase agreement dated October 21, 1999. In
addition, RBID has agreed to sell 3,900,000 of common stock to AHC-I BT pursuant
to that certain stock purchase agreement dated October 21, 1999. The obligation
of AHC-I BT to consummate the purchase is subject to a number of conditions that
are set forth in the agreement.

**Assumes that AHC-I BT consummates the purchase of common stock pursuant to
that certain stock purchase agreement dated October 21, 1999.

Item 403 (b): The following schedule depicts all persons that are
directors and nominees and executive officers of the Registrant that are the
legal and/or beneficial owner of more than five percent (5%) of any class of
stock of Registrant:

29
<PAGE>

AS OF SEPTEMBER 30, 1999

Title of Name and Address Amount/Nature Percent
- -------- ---------------- ------------- -------
Class of Beneficial of Beneficial
- ----- ------------- -------------
Owner Ownership
----- ---------

Common Peter James Ferras 3,967,000 47%
Stock CEO/Director Directly Owned

Common John Horne 0 0%
Stock Director

Common Fred Wallace 12,700 0%
Treasurer, Director

AS OF OCTOBER 25, 1999

Title of Name and Address Amount/Nature Percent
- -------- ---------------- ------------- -------
Class of Beneficial of Beneficial
- ----- ------------- -------------
Owner Ownership
----- ---------

Common Peter James Ferras 567,000* 5%
Stock President of Marketing Directly Owned

Common Horst Danning 2,100,000** 17%
Stock CEO/Director

Common Emilio Francisco 2,100,000** 17%
Stock Director

Common Fred Wallace 12,700 0%
Stock Treasurer

*Mr. Ferras has agreed to sell 2,300,000 shares of common stock to AHC-I, BT
pursuant to that certain stock purchase agreement dated October 21, 1999. In
addition, RBID has agreed to sell 3,900,000 of common stock to AHC-I BT pursuant
to that certain stock purchase agreement dated October 21, 1999. The obligation
of AHC-I BT to consumate the purchase is subject to a number of conditions that
are set forth in the agreement.

**AHC-I BT is a Nevada Business Trust. The Trustee of the Trust is Growth
Capital Investments, Inc., a California corporation. The trust is the assignee
of the rights of AHC LTD under the stock purchase agreement dated October 21,
1999. Neither Mr. Danning nor Mr. Francisco are an officer, director shareholder
of Growth Capital Investments, Inc. Rather, the beneficial interest holders of
AHC-I BT are trusts established by these individuals for their families. The
stock ownership depicted above assumes that AHC-I BT consummates the purchase of
common stock pursuant to that certain stock purchase agreement dated October 21,
1999.

Item 403 (c): Arrangements for Change In Control of Registrant:
-------------------------------------------------

On October 21, 1999, Peter James Ferras entered into a stock purchase
agreement with AHC, LTD., (which the latter assigned to AHC-I, BT, a Nevada
Business Trust pursuant to which Mr. Ferras agreed to sell and AHC, LTD., agreed
to purchase 2,300,000 shares of common stock of Mr. Ferras in the Registrant.
Under the terms of the Stock Purchase Agreement, AHC was entitled to acquire
2,300,000 of Mr. Ferras for a total consideration of $750,000.00 In addition,
the Company, in order to obtain an immediate infusion of cash for its
operations, granted warrants to AHC-I to acquire 3,800,000 shares at a price of
approximately $.20 per share.

30
<PAGE>

The transaction is still in escrow and a closing is expected within the
next sixty days. After the closing, AHC-I would control 50.1% of the total
issued and outstanding stock of the Registrant and would be in control of the
Registrant.

Further, as part of the Agreement, AHC-I was to assume immediate
control of the Company. To that end, Mr. James Peter Ferras, Ms. Ann Ferras and
Mr. John Horne resigned as directors and officers of the Company. Prior to the
resignation, the following persons were elected as directors of the Company:

Mr. Horst Danning
Dr. Klaus Bartak
Mr. Emilio Francisco

The following persons were appointed as officers of the Company:

Dr. Klaus Bartak: President
Mr. Fred Wallace: Chief Financial Officer
Ms. Debra Martinez: Secretary

ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
---------------------------------------------------------------

Pursuant to Item 401 of Regulation S-B, the following information is
provided.

(a) Identity of Directors and Executive Officers of Registrant:

As of September 30, 1999:

Name of Person Offices Held Age Term of Office
- -------------- ------------ --- --------------

Peter James Ferras CEO/DIRECTOR 38 August 1998

Ann Ferras SECRETARY/DIRECTOR 37 August 1998

Fred Wallace TREASURER/DIRECTOR 65 April 1999

John Horne DIRECTOR 66 August 1998

As of October 22, 1999:

Name of Person Offices Held Age Term of Office
- -------------- ------------ --- --------------

Mr. Horst Danning CEO/DIRECTOR 44 October 1999

Dr. Klaus Bartak PRESIDENT/DIRECTOR 54 October 1999

Debra Martinez SECRETARY 41 October 1999

Fred Wallace TREASURER 65 October 1999

Emilio Francisco DIRECTOR 52 October 1999

31
<PAGE>

The following is a summary of the business experience of each of the Directors
and Executive Officers of the Registrant over the last five (5) years:

Mr. Horst Danning/CEO/CHAIRMAN OF THE BOARD

Mr. Danning began his career in practicing tax law for 5 years with the
renowned tax law firm, Oberbayerische Treuhand Gesellschaft m.b.H. in
Garmisch-Partenkirchen, Germany, of which he was made a partner after 3 years.
In 1974, Mr. Danning established and owned his first media publishing company.
Utilizing his Masters Degree in economics and international business and trade
from the Academyo Henssler and the Handels and Wirtschaftschule Dr. Leopold, in
1974, Mr. Danning formed his first consulting and trading company. In 1987 Mr.
Danning united his companies into one major international consulting and trading
company, I.C.M. (International Consulting & Marketing), of which he is Chairman.
Mr. Danning's worldwide travels and relationships led to international trade and
consulting for major companies. His ongoing relationships have been with
companies and officials in Israel, Saudi Arabia, United Arab Emirates, Dubai,
Oman, Egypt, Russia, various European Countries, Indonesia, Singapore, Thailand,
Philippines, China, the Untied States and Germany. Mr. Danning's consulting and
trade in these countries has ranged from consulting in business and finance, to
trade in natural resources and industrial goods. In 1996, Mr. Danning also
become Chairman and CEO of API, Inc., an entertainment company.

Dr. Klaus Bartak/PRESIDENT/DIRECTOR

Dr. Wagner-Bartak, Claus G.J.B.Sc., M.Sc., Dr. S.C., M.B., business
executive, polymath; e.Ludwig-Maximillian Univ., Munich B.Sc 1962, M.Sc. 1966,
Dr.Sc. 1969, Tech. Univ., Munich M.B. 1969. Dr. Claus G.J. Wagner-Bartak is an
internationally renowned expert in advanced technologies and an accomplished
executive. The span of his experience reaches from scientific, technical and
executive management of major multinational aerospace projects to the
development of computer data systems and the founding of several successful
business ventures, which are in the forefront of novel technological
developments. He received his scientific degress from Ludwig-Maximillian
University of Munich. In industry, he had the following major positions:

32
<PAGE>

Co-Founder, Director and Executive, BA Tech;, Inc. (formerly Structured
Biologicals, Inc., Diasyn Technologies, Inc.), Toronto - Atlanta, 1987 - 1999;
President, Energy Dynamics, Inc., Toronto - Munich, 1983 - 1998; Managing
Director, Innovations Council, Arlington, 1994; Director, Aquatic Cellulose
Ltd., 1997; Vice President and General Manager, Spar Aerospace Limited, Toronto
and Montreal, 1974 - 1983; Program Director, Corporate Director,
Messerschmitt-Boelkow-Blohn CmbH, Munich, 1969 - 1974. Expert consultant and
advisor to government and industry in frontier technologies, innovations and
business systems since 1982. Recipient of Engineering Medal (Association of
Professional Engineers) 1982, Public Service Medal (NASA) 1982, NASA Astronaut
Award 1983, NASA Group Achievement Awards (KSC and JSC) 1982, Engelberger
International Award 1986, Dauplin Award 1995.

Mr. Emilio Francisco/DIRECTOR

Mr. Francisco is an attorney practicing in Newport Beach, California
with over 20 years experience in the legal aspects of financial matters, with an
emphasis in federal issues. His clients have included the Ministry of Higher
Education of Saudi Arabia. Mr. Francisco is also CEO of Uniglobe Aerospace, a
supplies of Boeing, Douglas and Airbus aircraft parts for commercial airlines.
Clients of Uniglobe Aerospace include Mexicana, Saudi Arabia Airlines, JAL,
Varig, Swissair, LTU, and Lanchile Airlines. Mr. Francisco speaks English,
Arabic and French fluently, and is conversant in Portuguese. Mr. Francisco has
recently been active in developing private telephone lines in the Middle East
and Latin America. Mr. Francisco is also Chairman of the Board of Satellite Link
Communications, Inc., a wholesale telecommunication carrier that specializes in
developing international private lines between the United States and Foreign
Markets.

Ms. Debra Martinez/SECRETARY

Ms. Martinez brings to RBID over 20 years of administrative experience.
For the past 10 years she has been providing administrative services to several
top Southern California companies under her company, Five Star Services.

Mr. Fred Wallace/CFO

Mr. Wallace comes to RBID as a past auditor with Peat Marwick Mitchell
(KPMG) "top 6" accounting firm. His experience includes serving as an officer in
Companies and as a Certified Public Accountant to assist in accounting and SEC
solutions. His background as a CFO and Controller for several major companies
provides financial experience for Company planning.

33
<PAGE>

The following is a summary of other directorships of each of the
Directors in other reporting companies:

NAME OF DIRECTOR NAME OF OTHER REPORTING COMPANY
- ---------------- -------------------------------

NONE.

(b) Identity of Significant Employees of Registrant:

The following is a summary of "significant employees," their job
functions of the Registrant that are not officers or directors:

Name of Age Position
- ------- --- --------
Employee Held
- -------- ----

NONE.

The following is a summary of the business experience of each of the
"significant employees" of the Registrant over the last five (5) years:

NOT APPLICABLE.

The following is a summary of directorships of each of each
"significant employee" in other reporting companies:

NAME OF SIGNIFICANT EMPLOYEE NAME OF OTHER REPORTING Company
- ---------------------------- -------------------------------

NONE.

(c) Identity of Family Relationships among directors, executive
------------------------------------------------------------------
officers or nominees of Registrant:
- -----------------------------------

The following is a summary of the family relationships among directors,
executive officers or nominees of Registrant:

NONE.

ITEM 6: EXECUTIVE COMPENSATION
-----------------------
Pursuant to Item 402 of Regulation S-B, the following information is
provided.

The following is a summary of the Executive Compensation awarded to,
earned by, or paid to an executive officer of Registrant:

(a) All Compensation Covered:
-------------------------
The Registrant provides its Executive Officers with a salary, health
insurance, car allowance, and cellular telephone. The Registrant pays its
directors no fee for each meeting attended by a director. The Registrant does
not have a stock option plan.

34
<PAGE>
<TABLE>
<CAPTION>

(b) Summary Compensation Table (in 000):

Up To September 30, 1999
Annual All
Name and Position Year Salary Bonus Other RSO Securities Other TOTAL
- ----------------- ---- ------ ----- ----- --- ---------- ----- -----

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter James Ferras 1997 $0 $0 None None None None $0
CEO 1998 $0 $0 None None None None $0
1999 $120 $0 None None None None $0

Fred Wallace 1997 $0 $0 None None None None $0
Treasurer 1998 $0 $0 None None None None $0
1999 $60 $ None None None None 5

Ann Ferras 1997 $0 $0 None None None None $0
Secretary 1998 $0 $0 None None None None $0
1999 $0 $0 None None None None $0

After October 21, 1999:

Annual All
Name and Position Year Salary Bonus Other RSO Securities Other TOTAL
- ----------------- ---- ------ ----- ----- --- ---------- ----- -----

Horst P. Danning 1997 $0 $0 None None None None $0
CEO/Chairman 1998 $0 $0 None None None None $0
1999 $0 $0 None None None None $0

Dr. Klaus Bartak 1997 $0 $0 None None None None $0
President/Director 1998 $0 $0 None None None None $0
1999 $0 $0 None None None None $0

Peter James Ferras 1997 $0 $0 None None None None $0
President Marketing 1998 $0 $0 None None None None $0
1999 $120 $0 None None None None $0

Fred Wallace 1997 $0 $0 None None None None $0
Treasurer 1998 $0 $0 None None None None $0
1999 $60 $ None None None None $

Debra Martinez 1997 $0 $0 None None None None $0
Secretary 1998 $0 $0 None None None None $0
1999 $60 $0 None None None None $

</TABLE>

35
<PAGE>

Prior To September 30, 1999

Number of Securites % of total Exercise or
Options/SARs , Underlying Base Granted to Employees Expiration
Name and Postion Options/SARs Granted (#) in Fiscal Year Date/Price
- ---------------- ------------------------ -------------- ----------

<S> <C> <C> <C>
Peter James Ferras NONE NONE NONE
CEO

Ann Ferras NONE NONE NONE
Secretary

Fred Wallace NONE NONE NONE
Director

John Horne NONE NONE NONE
Director

After October 21, 1999

Horst Danning NONE NONE NONE
CEO/CHAIRMAN

Dr. Klaus Bartak NONE NONE NONE
President, Director

Emilio Francisco NONE NONE NONE
Director

Peter James Ferras NONE NONE NONE
President/Marketing

Debra Martinez NONE NONE NONE
Secretary

Fred Wallace NONE NONE NONE
CFO
</TABLE>

36
<PAGE>

<TABLE>
<CAPTION>
(d) OPTION/SAR EXERCISES IN LAST FISCAL YEAR:

Number of Securities Underlying Value of Unexercised In-The
Unexercised Options/SARs at Money Options/SARs at
Shares Acquired FY-End (#) FY-End ($)
Name and Position on Exercise (#) Value Realized ($l) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- --------------- ------------------- ------------------------- -------------------------

<S> <C> <C> <C> <C>
Peter James Ferras NONE NONE NONE NONE
CEO

Ann Ferras NONE NONE NONE NONE
Secretary

Fred Wallace NONE NONE NONE NONE
Director

John Horne NONE NONE NONE NONE
Director
</TABLE>

<TABLE>
<CAPTION>
(e) LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR:
-----------------------------------------------------
Estimated Future Payout Unde Non-Stock
Priced-Based Plans
Performance or Other ----------------------------
Number of Shares Period Until Maturation Threshold Target Maximum
Name and Position Units or Other Rights or Payout ($ or #l) ($ or #) ($ or #)
- ----------------- -------------------------- --------------------------- ------------------ -------- ---------

<S> <C> <C> <C> <C> <C>
Peter James Ferras None None None None None
CEO

Ann Ferras None None None None None
Secretary

Fred Wallace None None None None None
Director

John Horne None None None None None
Director
</TABLE>

(f) Compensation of Directors
-------------------------
The following is a summary of compensation paid to directors of the
Registrant during the last fiscal year:

All inside directors receive the following compensation for each
meeting they attend: $0.

All outside directors receive the following compensation for each
meeting they attend: $0.

No other arrangements for compensation to directors was provided for by
the Registrant during the last fiscal year. No consulting or other contracts
were entered into by the Registrant with any director during the last fiscal
year.

37
<PAGE>

(g) Employment Contracts With Executive Officers:
---------------------------------------------
The Registrant has entered into employment contracts with the following
persons:

At September 30, 1999 there were no employment contracts with the
Company.

On October 25, 1999, the following employment contracts were entered
into by the Company:

Dr. Klaus Bartak
Mr. Horst Danning
Mr. Peter James Ferras

A true and correct copy of each employment contract is attached hereto
as Exhibit "7."

(h) Report on repricing of Options/SARs:
------------------------------------
During the last fiscal year, the Registrant was not a reporting
Company. During the last fiscal year the Registrant did not adjust, modify or
otherwise replace or cancel any stock options or SARs.

ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Pursuant to Item 404 of Regulation S-B, the following information is
provided.

(a) 1. The following transactions were entered into during the last two
(2) fiscal years of the Registrant with the Registrant in which a director,
executive officer, security holder or ny member of the immediate family of any
such persons, is to have a direct or indirect material interest:

NONE
- ----
(a) 2. The following transactions were proposed to be entered into
during the last two (2) fiscal years of the Registrant with the Registrant in
which a director, executive officer, security holder or ny member of the
immediate family of any such persons, is to have a direct or indirect material
interest:

NONE.
- -----

38
<PAGE>

(b) NOT APPLICABLE

(d) Transactions with Promoters of the Registrant:

The following information is provided as to transactions with
Promoters of the Registrant during the last five (5) fiscal years:

Name of Value Received Value Received
Promoter From Registrant From Promoter
- -------- --------------- -------------
NONE.

The following information is provided as to assets acquired
from Promoters of the Registrant during the last five (5) fiscal years:

Person
Name of Cost of Asset Cost of Asset Determining Principle Used
Promoter To Registrant To Promoter Value To Value Asset
- ---------------------- ----------- ----- --------------

NONE.

ITEM 8: DESCRIPTION OF SECURITIES
-------------------------
Pursuant to Item 202 of Regulation S-B, the following information is
provided.

The only authorized stock of the Registrant is common stock. The common
stock has a par value of $.001 per share. The number of authorized shares is
50,000,000. There is no stated dividend rate on the common stock. There are
preemption rights. Each share of common stock is entitled to vote. There is no
provision in the charter or by-laws of the Registrant that would delay, defer or
prevent a change in control of the Registrant. There are no other material
rights attendant to the common stock of the Registrant. At September 30, 1999,
the Registrant had 8,378,500 shares of common stock issued and outstanding.

39
<PAGE>

PART II
-------

ITEM 1: MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND RELATED
-----------------------------------------------------------------------
STOCKHOLDER MATTERS
-------------------

Pursuant to Item 201 of Regulation S-B, the following information is
provided.

(a) The principal market where the securities of the Registrant is
traded in OTC. The following is a summary, by quarter, of the high/low bid/ask
prices of the common stock of the Registrant for the last two (2) fiscal years:
<TABLE>
<CAPTION>
High Low High Low
Fiscal Year Quarter Bid Bid Ask Ask
- ----------- ------- --- --- --- ---

These quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not represent actual transactions.

(b) The number of holders of record of common stock of Registrant is
8,378,500.

(c) There have been no dividends paid on common stock of the Registrant
during the last two fiscal years. Dividends may only be paid out of earnings of
the Registrant under the laws of the State of Florida. Until such time as the
Registrant is legally authorized to pay dividends under Florida law, the
Registrant shall not pay any dividends. Furthermore, Registrant anticipates
re-investing its earnings into its operations. As such, Registrant does not
presently expect to pay a dividend in the near future.

ITEM 2: LEGAL PROCEEDINGS
-----------------

Pursuant to Item 103 of Regulation S-B, the following information is
provided.

At the present time, the Registrant is not involved in any litigation.
However, Registrant believes that it may become embroiled in litigation with a

40
<PAGE>

Mr. Larry Thompson. The specific facts are unknown at this time. However, the
Registrant anticipates terminating a marketing agreement with Mr. Thompson. Mr.
Thompson has indicated that he will seek damages against the Registrant for
termination of the agreement. The agreement specifically states that it may be
terminated immediately upon a change in control and/or management of the
Registrant. The Registrant terminated the agreement under this provision. At the
present time, the Registrant is attempting to structure a settlement with Mr.
Thompson that will involve the issuance of shares of stock in an amount to be
determined and a right to provide additional marketing services in exchange for
cash remuneration and the an option to acquire shares if certain sales forecasts
are achieved. The Company believes that it will not be adversely affected by the
claims of Mr. Thompson. In addition, persons under Thompson have asserted claims
for money and stock. The Company believes that these claims will be settled for
a cash payment and some small number of shares. The Company believes the
resolution will require $100,000 or less and 100,000 shares of common stock or
less.

Other claims to monies and shares of have been asserted by various
other parties. However, the Company believes they are without merit and that
they will be successfully resolved. The claims may be summarized as follows:

The claims of Trudy Hemmings revolves around an alleged right to
receive additional shares of stock of the Company pursuant to a marketing
agreement. At the present time, the Registrant is attempting to structure a
settlement with Hemmings that will not involve the issuance of shares of stock
or payment of consideration in money. Rather, Hemmings will be authorized to act
as a marketing representative and to receive a right to provide additional
marketing services in exchange for cash remuneration and the an option to
acquire shares if certain sales forecasts are achieved. The Company believes
that it will not be adversely affected by the claims of Hemmings.

The claims of Alan Rothman revolves around an alleged right to receive
additional shares of stock of the Company pursuant to a written agreement. At
the present time, the Registrant is attempting to structure a settlement with
Rothmans that will involve the issuance of a minor number of shares (less than
50,000) of stock. Rothman will be authorized to act as a marketing
representative and to receive a right to provide additional marketing services
in exchange for cash remuneration and the an option to acquire shares if certain
sales forecasts are achieved. The Company believes that it will not be adversely
affected by the claims of Rothman.

ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
---------------------------------------------

41
<PAGE>

Pursuant to Item 304 of Regulation S-B, the following information is
provided.

NONE.

ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------
Pursuant to Item 701 of Regulation S-B, the following information is
provided with respect to sales of all securities made by the Registrant during
the last three (3) fiscal years without registering the securities under the
Securities Act:

Date of Sale: None

Title of Securities Sold: None

Amount of Securities Sold: None

Name of Underwriter: None

Name of Purchaser: None

Cash Received for Sales: None

Other Property Received: None

Applicable Registration Exemption Claimed: None

ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------

Pursuant to Item 702 of Regulation S-B, the following information is
provided.

The general corporation laws of the State of Florida allows for the
Registrant to indemnify its directors and officers.

The Articles of Organization of the Registrant contains no provision
that authorizes the Registrant to indemnify or insures a controlling person,
director or officer.

The Bylaws of the Registrant authorizes the Registrant to indemnify or
insure a director or officer.

42
<PAGE>

PART F/S
--------

Pursuant to Item 310 of Regulation S-B, Registrant herewith furnishes
the following financial information:

Fiscal Year Ended December 31, 1997
- -----------------------------------

1. Audited Balance Sheet For Fiscal Year Commencing January 1, 1997 and
ending December 31, 1997.

2. Audited Statement of Income and Expense For Fiscal Year Commencing
January 1, 1997 and ending December 31, 1997.

3. Audited Statement of cash flows For Fiscal Year Commencing January
1, 1997 and ending December 31, 1997.

4. Audited Statement of changes in stockholder equity For Fiscal Year
Commencing January 1, 1997 and ending December 31, 1997.

Fiscal Year Ended December 31, 1998
- -----------------------------------

1. Audited Balance Sheet For Fiscal Year Commencing January 1, 1998 and
ending December 31, 1998.

2. Audited Statement of Income and Expense For Fiscal Year Commencing
January 1, 1998 and ending December 31, 1998.

3. Audited Statement of cash flows For Fiscal Year Commencing January
1, 1998 and ending December 31, 1998.

4. Audited Statement of changes in stockholder equity For Fiscal Year
Commencing January 1, 1998 and ending December 31, 1998.

Most recent nine month ended September 30, 1999
- -----------------------------------------------

1. UnAudited Balance Sheet commencing January 1, 1999 and ending
September 30, 1999.

2. UnAudited Statement of Income and Expense commencing January 1, 1999
and ending September 30, 1999.

3. UnAudited Statement of cash flows commencing January 1, 1999 and
ending September 30, 1999.

4. UnAudited Statement of changes in stockholder equity commencing
January 1, 1999 and ending September 30, 1999.

Comparable Nine months Ended September 30, 1998
- -----------------------------------------------

1. UnAudited Balance Sheet commencing January 1, 1998 and ending
September 30, 1998.

2. UnAudited Statement of Income and Expense commencing January 1, 1998
and ending September 30, 1998.

3. UnAudited Statement of cash flows commencing January 1, 1998 and
ending September 30, 1998.

4. UnAudited Statement of changes in stockholder equity commencing
January 1, 1998 and ending September 30, 1998.

Statement of Computation of Earnings Per Share for the Period Ended September
- --------------------------------------------------------------------------------
30, 1998
- --------
See Exhibit "9" attached hereto and incorporated by reference.

43
<PAGE>
<TABLE>

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Rbid.com, Inc.
Laguna Hills, California

We have audited the accompanying balance sheet of Rbid.com, Inc. as of December
31, 1998, and the related statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 1998 and for the period October 4,
1988 (Inception) to December 31, 1998. 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 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 Rbid.com, Inc. as of December
31, 1998, and the results of its operations, and its cash flows for the year
ended December 31, 1998 and for the period October 4, 1988 (Inception) to
December 31, 1998, in conformity with generally accepted accounting principles.

Stark Tinter & Associates, LLC
Englewood, Colorado
October 25, 1999

<PAGE>

Rbid.com, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 1998
<CAPTION>

ASSETS

<S> <C>
Software $ 15,660
---------------------

$ 15,660
=====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable $ 1,772
---------------------

Commitments and contingencies -

Stockholders' equity
Common stock, $0.001 par value,
50,000,000 shares authorized;
6,928,500 shares issued and
outstanding 6,928
Additional paid in capital 11,779
Deficit accumulated during the
development stage (4,819)
---------------------
Total stockholders' equity 13,888
---------------------

$ 15,660
=====================
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

<TABLE>
Rbid.com, Inc.
(A Development Stage Company)
Statements of Operations

<CAPTION>
Period
October 4, 1988
Year ended Year ended (Inception) to
December 31, December 31, December 31,
1998 1997 1998
--------------------- --------------------- --------------------

<S> <C> <C> <C>
Revenue $ - $ - $ -
--------------------- --------------------- --------------------

Expenses:
General and administrative 4,819 - 4,819
--------------------- --------------------- --------------------
Total operating expenses 4,819 - 4,819
--------------------- --------------------- --------------------

Operating (loss) (4,819) - (4,819)
--------------------- --------------------- --------------------

Net (loss) $ (4,819) $ - $ (4,819)
===================== ===================== ====================

Per share information:
Weighted average shares
outstanding - basic and diluted 3,286,896 1,000,000 1,207,900
===================== ===================== ====================

Net (loss) per common share - basic
and diluted $ NIL $ - $ NIL
===================== ===================== ====================
</TABLE>

See accompanying notes to consolidated financial statements

Rbid.com, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity For the period October
4, 1988 (Inception) to December 31, 1998

Deficit
Accumulated
Additional during the
Common Stock Paid in Development
Shares Amount Capital Stage Total
-------------- ------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Balance at October 4, 1988 -- $ -- $ -- $ -- $ --

Issuance of stock for services
September 1, 1989 1,000 1 999 (1,000) --

Forward stock split 1,000 to 1
May 19, 1998 999,000 999 (999) -- --

Issuance of stock to purchase
software August 24, 1998 5,800,000 5,800 9,860 -- 15,660

Redemption of common stock
August 24, 1998 (1,000,000) (1,000) -- 1,000 --

Issuance of stock for services
rendered August 25, 1998 through
December 31, 1998 1,128,500 1,128 1,919 -- 3,047

Net loss for the year ended
December 31, 1998 -- -- -- (4,819) (4,819)
---------- ---------- ---------- ---------- ----------

Balance at December 31, 1998 6,928,500 $ 6,928 $ 11,779 $ (4,819) $ 13,888
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements

Rbid.com, Inc.
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>

Period
October 4, 1988
Year ended Year ended (Inception) to
December 31, December 31, December 31,
1998 1997 1998
----------------- ----------------- ------------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net (loss) $ (4,819) $ - $ (4,819)
----------------- ----------------- ------------------
Adjustments to reconcile net (loss) to net cash provided by (used in) operating
activities:
Consulting services contributed 3,047 - 3,047
Changes in assets and liabilities:
Increase in accounts payable 1,772 - 1,772
----------------- ----------------- ------------------
Total adjustments 4,819 - 4,819
----------------- ----------------- ------------------
Net cash (used in) operating
activities - - -
----------------- ----------------- ------------------

Cash flows from investing activities:
Purchase of fixed assets -
----------------- ----------------- ------------------
Net cash (used in) investing activities - - -
----------------- ----------------- ------------------

Cash flows from financing activities:
Net proceeds from issuance of common
stock, net of issuance costs - - -
----------------- ----------------- ------------------

Net cash provided by financing activities - - -
----------------- ----------------- ------------------

Net increase in cash - - -

Cash, beginning - - -
----------------- ----------------- ------------------

Cash, ending $ - $ - $ -
================= ================= ==================

Non-cash transactions
Issuance of common stock for
software $ 15,660 $ 15,660
================= ==================
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

Rbid.com
(A Development Stage Company)
Notes to Financial Statements

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on October 4, 1988 in the State of Florida
under the name of Gulf Coast Securities Transfer, Inc. On May 19, 1998
the Company's name was changed to GCST Corp. and amended Articles of
Incorporation were filed. The name was again changed to Rbid.com, Inc.
on April 6, 1999 and a second set of amended Articles of Incorporation
was filed with the State of Florida. The Company is a development stage
company. The Company's primary concentrations are in providing internet
access services, e-commerce solutions, online shopping, online auctions
and classified advertising of consumers and small to medium sized
businesses.

Net income per share

The net income per share is computed by dividing the net income for the
period by the weighted average number of common shares outstanding for
the period. For the years ended December 31, 1998 and 1997 and for the
period October 4, 1988 (Inception) to December 31, 1998. potential
common shares and the computation of diluted earnings per share are not
considered as their effect would be anti-dilutive.

Estimates

The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.

Impairment of long-lived assets

The Company accounts for the carrying value of long-lived assets in
accordance with the requirements of FAS 121 "Accounting for the
Impairment of Long-Lived Assets". As of December 31, 1998, no asset
impairment needs to be recognized.

Comprehensive Income

There were no items of other comprehensive income in the years ended
December 31, 1998 and 1997 and the period October 4, 1988 (Inception)
to December 31,1998; thus, net income is equal to comprehensive income
for the period.

Note 2. STOCKHOLDERS' EQUITY

In 1998, the state of Florida approved the Company's restated Articles
of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was unchanged at
$.001.

<PAGE>

Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to
1,000,000 shares.

In 1998 the Company issued 5,800,000 shares of common stock for
software valued at $15,660. Prior stockholders of common stock of the
1,000,000 outstanding shares were redeemed in 1998.

In addition, the Company in 1998 issued 1,128,500 shares to consultants
for services rendered valued at $3,047.

Note 3. INCOME TAXES

The Company has a Federal net operating loss carryforward of
approximately $5,600, which will expire in the year 2018. The tax
benefit of this net operating loss of approximately has been offset by
a full allowance for realization.

Note 4. YEAR 2000

The Company has assessed its exposure to date sensitive computer
software programs that may not be operative subsequent to 1999 and has
implemented a requisite course of action to minimize Year 2000 risk and
ensure that neither significant costs nor disruption of normal business
operations are encountered. However, because there is no guarantee that
all systems of outside vendors or other entities on which the Company's
operations rely will be 2000 compliant, the Company remains susceptible
to consequences of the Year 2000 issue.

Note 5. SUBSEQUENT EVENTS

In 1999 the Company received funds of approximately $252,000 from an
exempt securities offering pursuant to Regulation D Rule 504. Common
stock was issued based on a subscription price of $1.00 per share for
the 1,000,000 share offering. The costs of the offering of
approximately $118,000 was recorded as a reduction to additional paid
in capital. Consulting service shares issued totaled 630,000. The
Company also issued 450,000 restricted shares for services in 1999 at
$1.00 per share.

In 1999, the President of the Company entered into a stock purchase
agreement with an unrelated company pursuant to which the President
agreed to sell and the unrelated company agreed to purchase 2,300,000
shares of common stock of the President's in the Company for a total
consideration of $750,000. The unrelated company assumed control of the
Company and the directors and officers of the Company resigned and new
directors and officers were elected.

The Company entered into an operating lease for office space in July
1999. The lease has a six month term with monthly payments of $2,794.

<PAGE>

Note 6. Commitments and contingencies

The Company entered into a marketing agreement dated April, 1999, with
a firm to market website sales. The agreement has been terminated based
on terms of the agreement due to a change in management. Certain claims
are outstanding which are being settled by the Company as they occur
and based on the development stage of the Company are considered
material by management.

<PAGE>

RBID.COM, INC.
(A Development Stage Company)

FINANCIAL STATEMENT
As of September 30, 1999
And for the periods ended
September 30, 1999 and 1998
And for the period October 4, 1988 (Inception)
To September 30, 1999
(Unaudited)

RBID.COM, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
(Unaudited)
<CAPTION>

ASSETS
------
<S> <C>
Current Assets
Cash $6,955
Deposits 2,608
-----------------

Total Current Assets 9,563
-----------------

Property and equipment, net of accumulated
depreciation 33,042
-----------------

Total Assets $42,605
=================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities
Accounts payable $76,584
Payroll taxes payable 11,856
Loan payable, stockholder 131,055
-----------------

Total Current Liabilities 219,495
-----------------

Stockholders' Equity
Common stock, $0.001 par value, 50,000 shares authorized;
8,378,500 shares issued and outstanding 8,378
Additional paid in capital 1,341,590
Deficit accumulated during the development stage (1,526,858)
-----------------

Total Stockholders' Equity (176,890)
-----------------

Total Liabilities and Stockholders' Equity $42,605
=================
</TABLE>

RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)

Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1999 1998 1999
------------------ ------------------ ---------------------

<S> <C> <C> <C>
Revenue $ - $ - $ -
------------------ ------------------ ---------------------

Expenses:
General and administrative 1,520,819 3,662 1,525,638
Depreciation 1,220 - 1,220
------------------ ------------------ ---------------------
Total Operating Expenses 1,522,039 3,662 1,526,858
------------------ ------------------ ---------------------

Operating Loss (1,522,039) (3,662) (1,526,858)
------------------ ------------------ ---------------------

Net Loss ($1,522,039) ($3,662) ($1,526,858)
================== ================== =====================

Per Share Information:
Weighted Average Shares Outstanding -
Basic and Diluted 7,783,500 2,144,444 1,670,411
================== ================== =====================

Net Loss Per Common Share - Basic and Diluted ($0.20) $ - ($0.91)
================== ================== =====================
</TABLE>

<PAGE>

<TABLE>
RBID.COM, INC.
( A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period October 4, 1988 (Inception) to September 30, 1999
(Unaudited)

Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
--------------- --------------- --------------- --------------- ---------------

<S> <C> <C> <C> <C> <C> <C>
Balance at October 4, 1988 -- $ -- $ -- $ -- $ --

Issuance of stock for services
September 1, 1989 1,000 1 999 (1,000) --

Forward stock split 1,000 to 1
May 19, 1998 999,000 999 (999) -- --

Issuance of common stock to purchase
software August 24, 1998 5,800,000 5,800 9,860 -- 15,660

Redemption of Common Stock
August 24, 1998 (1,000,000) (1,000) -- 1,000 --

Issuance of stock for services
rendered August 25, 1998 through
December 31, 1998 1,128,500 1,128 1,919 -- 3,047

Net loss for the year ended
December 31,1998 -- -- -- (4,819) (4,819)
----------- ----------- ----------- ----------- -----------

Balance, December 31, 1998 6,927,500 6,928 11,779 (4,819) 13,888
----------- ----------- ----------- ----------- -----------

Issuance of Common Stock
Reg. D Rule 504 (Note 4) 1,000,000 1,000 880,261 -- 881,261

Issuance of Common Stock 450,000 450 449,550 -- 450,000

Net loss for the nine months ended
September 30, 1999 -- -- -- (1,522,039) (1,522,039)
----------- ----------- ----------- ----------- -----------

Balance, September 30, 1999 8,377,500 $ 8,378 $ 1,341,590 ($1,526,858) $ 176,890
=========== =========== =========== =========== ===========

</TABLE>

RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1999 1998 1999
--------------- --------------- ------------------

<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($1,522,039) (3,662) ($1,526,858)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Consulting services contributed 1,080,000 1,890 1,083,047
Depreciation 1,220 -- 1,220
Increase in operating assets:
Deposits 2,608 -- 2,608
Accounts payable & taxes payable 88,440 1,772 90,212
----------- ----------- -----------
Net cash used in operating activities: ($ 349,771) 0 ($ 349,771)
----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (18,602) -- (18,602)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock,
net of issuance costs 251,261 -- 251,261
Loan payable, stockholder 124,067 -- 124,067
----------- ----------- -----------
Net cash provided by financing activities 375,328 -- 375,328
----------- ----------- -----------

NET INCREASE IN CASH $ 6,955 -- $ 6,955
CASH, beginning of year -- -- --
----------- ----------- -----------

CASH, end of period $ 6,955 $ -- $ 6,955
=========== =========== ===========
</TABLE>

SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the year for:
Interest $ -
Income taxes $ -

<PAGE>

RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Organization
The Company was incorporated October 4, 1988 in the State of Florida under the
name of Gulf Coast Securities Transfer, Inc. On May 19, 1998 the Company's name
was changed to GCST Corp. and Amended Articles of Incorporation. The name was
again changed to Rbid.com, Inc. on April 6, 1999 and a second set of amended
Articles of Incorporation was filed with the State of Florida. The Company is a
development stage Company. The Company's primary concentrations are in providing
internet access services, e-commerce solutions, online shopping, online auctions
and classified advertising of consumers and small to medium businesses.

Net Income (Loss) Per Share
The net income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average of common shares outstanding for the
period. For the nine months ended September 30, 1999 and 1998 and for the period
October 4, 1998 (Inception) to September 30, 1999 potential common shares and
the computation of diluted earnings per share are not considered as their effect
would be anti-dilutive.

Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ
significantly from those estimates.

Property, equipment and software
Property and equipment are recorded at cost. Depreciation has been calculated on
the accelerated cost recovery method at rates based on five to seven years
estimated lives. Software is being depreciated using the accelerated cost
recovery method over a life of seven years. This depreciation method is designed
to expense the cost of the asset over its estimated useful life.

Impairment of Long-Lived Assets
The Company accounts for the carrying value of long-lived assets in accordance
with the requirements of FAS 121 "Accounting for the Impairment of Long-Lived
Assets". As of September 30, 1998, no asset impairment needs to be recognized.

<PAGE>

Note 1. Summary of Significant Accounting Policies (Continued)

Comprehensive Income
There were no items of other comprehensive income in the nine months ended
September 30, 1999 and 1998 and the period October 4, 1988 (Inception) to
September 30, 1999; thus, net income is equal to comprehensive income for the
period.

Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with an original
maturity date of three months or less at date of purchase to be cash
equivalents. Cash and cash equivalents are stated at cost, which approximates
fair value.

Revenue Recognition
Revenue is recognized by the Company upon the delivery of the product or
completion of services rendered.

Advertising Costs and Marketing Costs
The Company expenses all advertising costs as incurred. Advertising expense for
the nine months ended September 30, 1999 amounted to $39,906. Marketing costs
totaled $79,639 for the nine months ended September 30, 1999 net of any test
market website receipts.

Research and Development
Research and development costs are expensed as incurred. Research and
development costs for the nine months ended September 30, 1999 are estimated by
management to be approximately $700,000.

Concentration of Business and Credit Risk
The Company has exposure to credit risk to the extent that its cash and cash
equivalents exceed amounts covered by federal deposit insurance. The Company
believes that its credit risk is not significant.

The Company plans to do business in the international market. The Company's
ability to collect the amounts due from its customers is affected by economic
conditions in its industry and the geographical area in which it conducts
business.

<PAGE>

Note 2. Property, Equipment and Software

Property and equipment consisted of the following at September 30, 1999:

Equipment $18,602
Less accumulated depreciation (1,220)
---------
17,382
Software 15,660
$33,042

Note 3. Stockholders' Equity

In 1998, the State of Florida approved the Company's restated Articles of
Incorporation, which increased its capitalization from 1,000 common shares to
50,000,000 common shares. The par value was unchanged at $.001.

Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to 1,000,000
shares.

In 1998 the Company issued 5,800,000 shares of common stock for software valued
at $15,660. Prior stockholders of common stock of the 1,000,000 outstanding
shares were redeemed in 1998.

In addition, the Company for the nine months ended September 30, 1998 issued
700,000 shares to consultants for services rendered valued at $1,890.

In 1999 the Company received funds of approximately $252,000 from an exempt
securities offering pursuant to Regulation D Rule 504. Common stock was issued
based on a subscription price of $1.00 per share for the 1,000,000 share
offering. The costs of the offering of approximately $118,000 was recorded as a
reduction to additional paid in capital. Consulting service shares issued
totaled 630,000. The Company also issued 450,000 restricted shares for services
in 1999 at $1.00 per share.

Note 4. Income Taxes

The Company anticipates it will have a Federal net operating loss carryforward
of estimated at $5,600, which will expire in the year 2018. The tax benefit of
this net operating loss of approximately has been offset by a full allowance for
realization.

Note 5. Year 2000

The Company has assessed its exposure to date sensitive computer software
programs that may not be operative subsequent to 1999 and has implemented a
requisite course of action to minimize Year 2000 risk and ensure that neither
significant costs nor disruption of normal business operations are encountered.
However, because there is no guarantee that all systems of outside vendors or
other entities on which the Company's operations rely will be Year 2000
compliant, the Company remains susceptible to consequences of the Year 2000
issue.

Note 6. Subsequent Events

In 1999, the President of the Company entered into a stock purchase agreement
with an unrelated company pursuant to which the President agreed to sell and the
unrelated company agreed to purchase 2,300,000 shares of common stock of the
President's in the Company for a total consideration of $750,000. The unrelated
company assumed control of the Company and the directors and officers of the
Company resigned and new directors and officers were elected.

Note 7. Commitments and Contingencies
The Company entered into a marketing agreement dated April, 1999, with a firm to
market website sales. The agreement has been terminated based on terms of the
agreement due to a change in management. Certain claims are outstanding which
are being settled by the Company as they occur and based on the development
stage of the Company are considered material by management.

The Company entered into an operating lease for office space in July 1999. The
lease has a six month term with monthly payments of $2,794

<PAGE>

Rbid.com, Inc.
(A Development Stage Company)
As of December 31, 1998
and for the years ended
December 31, 1998 and 1997
and for the period October 4, 1988 (Inception)
to December 31, 1998

<PAGE>

RBID.COM, INC.
(A Development Stage Company)

FINANCIAL STATEMENT
As of September 30, 1998
And for the period October 4, 1988 (Inception)
To September 30, 1998
(Unaudited)

<PAGE>

<TABLE>

RBID.COM, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1998
(Unaudited)

ASSETS
------

<S> <C>
Software $15,660
=================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities
Accounts payable $1,772
-----------------
Total Current Liabilities 1,772
-----------------

Stockholders' Equity
Common stock, $0.001 par value, 50,000 shares authorized;
6,500,000 shares issued and outstanding 6,500
Additional paid in capital 11,050
Deficit accumulated during the development stage (3,662)
-----------------
Total Stockholders' Equity (13,888)
-----------------

Total Liabilities and Stockholders' Equity $15,660
=================
</TABLE>

<TABLE>

RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)

Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1999 1998 1999
----------- ----------- -----------

<S> <C> <C> <C>
Revenue $ -- $ -- $ --
----------- ----------- -----------

Expenses:
General and administrative 1,520,819 3,662 1,525,638
Depreciation 1,220 -- 1,220
----------- ----------- -----------
Total Operating Expenses 1,522,039 3,662 1,526,858
----------- ----------- -----------

Operating Loss (1,522,039) (3,662) (1,526,858)
----------- ----------- -----------

Net Loss ($1,522,039) $ (3,662) ($1,526,858)
=========== =========== ===========

Per Share Information:
Weighted Average Shares Outstanding -
Basic and Diluted 7,783,500 2,144,444 1,670,411
=========== =========== ===========

Net Loss Per Common Share - Basic and Diluted $ (0.20) $ -- $ (0.91)
=========== =========== ===========
</TABLE>

<PAGE>
<TABLE>
RBID.COM, INC.
( A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period October 4, 1988 (Inception) to September 30, 1998
(Unaudited)
<CAPTION>

Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
--------------- --------------- --------------- --------------- ---------------

<S> <C> <C> <C> <C>
Balance at October 4, 1988 -- $ -- $ -- $ -- $ --

Issuance of stock for services
September 1, 1989 1,000 1 999 (1,000) --

Forward stock split 1,000 to 1
May 19, 1998 999,000 999 (999) -- --

Issuance of common stock to purchase
software August 24, 1998 5,800,000 5,800 9,860 -- 15,660

Redemption of Common Stock
August 24, 1998 (1,000,000) (1,000) -- 1,000 --

Issuance of stock for services
rendered August 25, 1998 through
September 30, 1998 700,000 700 1,190 -- 1,890

Net loss for the year ended
September 30,1998 -- -- -- (3,662) (3,662)
---------- ---------- ---------- ---------- ----------

Balance, September 30, 1998 6,500,000 $ 6,500 $ 11,050 $ (3,662) $ 13,888
========== ========== ========== ========== ==========
</TABLE>

<PAGE>

<TABLE>
RBID.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)

Period
Nine months Nine months October 4, 1988
ended ended (Inception) to
September 30, September 30, September 30,
1998 1997 1998
---------------- ---------------- --------------------

<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($ 3,662) -- ($ 3,662)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Consulting services contributed 1,890 -- 1,890
Increase in operating assets:
Accounts payable 1,772 -- 1,772
-------- -------- --------
Net cash provided by operating activities: -- -- --
-------- -------- --------

NET INCREASE IN CASH -- -- --
CASH, beginning of year -- -- --
-------- -------- --------

CASH, end of period $ -- $ -- $ --
======== ======== ========

NON CASH TRANSACTION
Issuance of common stock for software $ 15,660 $ 15,660

SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the year for:
Interest $ --
Income taxes $ --
</TABLE>

<PAGE>
RBID.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)

Note 1. Summary of Significant Accounting Policies

Net Income (Loss) Per Share
The net income (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average of common shares outstanding for the
period. For the nine months ended September 30, 1998 and 1997 and for the period
October 4, 1998 (Inception) to September 30, 1998 potential common shares and
the computation of diluted earnings per share are not considered as their effect
would be anti-dilutive.

Software
Software is being depreciated using the accelerated cost recovery method over a
life of seven years. This depreciation method is designed to expense the cost of
the asset over its estimated useful life.

Comprehensive Income

There were no items of other comprehensive income in the nine months ended
September 30, 1998 and 1997 and the period October 4, 1988 (Inception) to
September 30, 1998; thus, net income is equal to comprehensive income for the
period.

<PAGE>

Note 1. Summary of Significant Accounting Policies (Continued)

Revenue Recognition
Revenue is recognized by the Company upon the delivery of the product or
completion of services rendered.

Advertising Costs
The Company expenses all advertising costs as incurred

Note 2. Stockholders' Equity

Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to 1,000,000
shares.

In 1998 the Company issued 5,800,000 shares of common stock for software valued
at $15,660. Prior stockholders of common stock of the 1,000,000 outstanding
shares were redeemed in 1998.

In addition, the Company for the nine months ended September 30, 1998 issued
700,000 shares to consultants for services rendered valued at $1,890.

<PAGE>

Note 3. Income Taxes

Note 4. Year 2000

The Company has assessed its exposure to date sensitive computer software
programs that may not be operative subsequent to 1999 and has implemented a
requisite course of action to minimize Year 2000 risk and ensure that neither
significant costs nor disruption of normal business operations are encountered.
However, because there is no guarantee that all systems of outside vendors or
other entities on which the Company's operations rely will be Year 2000
compliant, the Company remains susceptible to consequences of the Year 2000
issue.

Note 5. Subsequent Events

In 1999 the Company received funds of approximately $252,000 from an exempt
securities offering pursuant to Regulation D Rule 504. Common stock was issued
based on a subscription price of $1.00 per share for the 1,000,000 share
offering. The costs of the offering of approximately $118,000 was recorded as a
reduction to additional paid in capital. Consulting service shares issued
totaled 630,000. The Company also issued 450,000 restricted shares for services
in 1999 at $1.00 per share.

In 1999, the President of the Company entered into a stock purchase agreement
with an unrelated company pursuant to which the President agreed to sell and the
unrelated company agreed to purchase 2,300,000 shares of common stock of the
President's in the Company for a total consideration of $750,000. The unrelated
company assumed control of the Company and the directors and officers of the
Company resigned and new directors and officers were elected.

The Company entered into an operating lease for office space in July 1999. The
lease has a six month term with monthly payments of $2,794

Note 6. Commitments and Contingencies
The Company entered into a marketing agreement dated April, 1999, with a firm to
market website sales. The agreement has been terminated based on terms of the
agreement due to a change in management. Certain claims are outstanding which
are being settled by the Company as they occur and based on the development
stage of the Company are considered material by management.

<PAGE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
May 20, 1998
December 31, 1997
December 31, 1996

<PAGE>

TABLE OF CONTENTS

INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . F-1

ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . F-3

STATEMENT OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . .F-4

STATEMENT OF STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . F-5

STATEMENT OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . .F-6

NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . .F-7 - F-8

<PAGE>

BARRY L. FRIEDMAN, P.C.
Certified Public Accountant

1682 Tulita Drive Office: (702) 361-8414
Las Vegas, Nevada 89123 Fax No: (702) 896-0278

INDEPENDENT AUDITORS' REPORT

Board of Directors May 22, 1998
GCST Corp.
Orlando, Florida

I have audited the accompanying Balance Sheet of GCST Corp,, (Formerly
Gulf Coast Securities Transfer, Inc.), (A Development Stage Company), as of May
20, 1998, December 31, 1997, and December 31, 1996, and the related statements
of operations, stockholders' equity and cash flows for the two years ended
December 31, 1997, December 31, 1996, and the period January 1, 1998 to May 20,
1998. Those financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the Financial position of GCST Corp.,
(Formerly Gulf Coast Securities Transfer, Inc.), (A Development Stage Company)
as of May 20, 1998, December 31, 1997, and December 31, 1996, and the results of
its operations and cash flows for the two years ended December 31, 1997, and
December 31, 1996, and the period January 1, 1998 to May 20, 1998, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regards to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/Barry L. Friedman
- -------------------------------
Barry L. Friedman
Certified Public Accountant

F-1

<PAGE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)

BALANCE SHEET
-------------

ASSETS
------

May 20, December December
1998 31, 1997 31, 1996
------------ ---------------- -------------

<S> <C> <C> <C>
CURRENT ASSETS: $ 0 $ 0 $ 0
------------- ------------- -------------

TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
------------- ------------- -------------

OTHER ASSETS: $ 0 $ 0 $ 0
------------- ------------- -------------

TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------------- ------------- -------------

TOTAL ASSETS $ 0 $ 0 $ 0
============= ============= =============
</TABLE>

See accompanying notes to financial statements & audit report

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)

BALANCE SHEET
-------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

May 20, December December
1998 31, 1997 31, 1996
------------ ------------- -------------

<S> <C> <C> <C>
CURRENT LIABILITIES:
Account Payables $ 1,772 $ 0 $ 0
------------ ------------- -------------

TOTAL CURRENT LIABILITIES $ 1,772 $ 0 $ 0
------------ ------------- -------------

STOCKHOLDERS' EQUITY (Note 1)

Common stock, $.001 per value
Authorized 1,000 Shares issued
And outstanding at
December 31, 1996 - 1,000 shares $ 0 $ 0 $ 1
------------ ------------- -------------
December 31, 1997 - 1,000 shares $ 0 $ 1 $ 0
------------ ------------- -------------

Common stock, $001 per value
Authorized 50,000,000 shares
Issued and outstanding at
May 20, 1998 - 1,000,000 shares $ 1,000 $ 999 $ 999

Additional Paid in Capital $ 0 $ 0 $ 0

Accumulated Loss $ -2,772 $ -1,000 $ -1,000
------------ ------------- ----------

TOTAL STOCKHOLDERS' EQUITY $ -1,772 $ 0 $ 0
------------ ------------- -------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
============ ============= =============

</TABLE>

See accompanying notes to financial statements & audit report

F-2
<PAGE>

<TABLE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)

STATEMENT OF OPERATIONS
-----------------------

Jan. 1 Year Year Oct 4,
1998 to Ended Ended (inception)
May 20, December December May 20,
1998 31, 1997 31, 1996 1998
------------ ------------ ------------- --------------
1998
<S> <C> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- -------------

EXPENSES:
General Selling &
Administrative $ 1,772 $ 0 $ 0 $ 2,772
----------- ------------- ------------- ------------
2,772

Total Expenses $ 1,772 $ 0 $ 0 $ 2,772
----------- ------------- ------------- -----------
2,772

Net Loss $ -1,772 $ 0 $ 0 $ -2,772
=========== ============= ============= ===========

Net Loss per weighted share (Note 2) $ -.0008 $ .0000 $ .0000 $ -.0028
============ ============= ============= ===========

Weighted average number of common
Shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
============ ============ ============= ===========
</TABLE>

See accompanying notes to financial statements & audit report

F-3

<PAGE>

<TABLE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------

Additional
COMMON STOCK Paid in Accumulated
Shares Amount Capital Deficit
------ ------ ------- -------
<S> <C> <C> <C> <C>
Balance,
December 31, 1995 1,000 $ 1 $ 999 $ -1,000

Net loss year ended
December 31, 1996 0 $ 0 $ 0 $ 0
--------- ----------- ---------- ----------

Balance,
December 31, 1996 1,000 $ 1 $ 999 $ -1,000

Net loss year ended
December 31, 1997 0 $ 0 $ 0 $ 0
--------- ----------- ---------- -----------

Balance,
December 31, 1997 1,000 $ 1 $ 999 $ -1,000

May 19, 1998
Forward stock split
1,000:1 999,000 $ +999 $ -999

Net loss
January 1, 1998
To May 20, 1998 $ -1,772
--------- ---------- ----------- -------------

Balance,
May 20, 1998 1,000,000 $ 1,000 $ 0 $ -2,772
========= ========== =========== =============

</TABLE>

See accompanying notes to financial statements & audit report

F-4
<PAGE>

<TABLE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company)

STATEMENT OF CASH FLOW
----------------------

Jan. 1 Year Year Oct 4,
1998 to Ended Ended (inception)
May 20, December December May 20,
1998 31, 1997 31, 1996 1998
------------ -------- -------- ----------

Cash Flow from:
Operating Activities:
<S> <C> <C> <C> <C>
Net Loss $ -1,772 $ 0 $ 0 $ -2,772

Adjustment to reconcile
Net loss to net cash
Provided by operating
Activities 0 0 0 0

Changes in assets and liabilities:
Increase in current liabilities: $ +1,772 $ 0 $ 0 $ +1,772
--------- ---------- ---------- ---------

Net cash used in operating activities $ 0 $ 0 $ 0 $ -1,000

Cash flow from investing activities $ 0 $ 0 $ 0 $ 0

Cash flows from Financing Activities:
Issuance of common stock for
Services $ 0 $ 0 $ 0 $ +1,000
---------- ---------- ---------- ----------

Net Increase (Decrease) in cash $ 0 $ 0 $ 0 $ 0

Cash, beginning of period $ 0 $ 0 $ 0 $ 0
---------- ---------- --------- ----------

Cash, end of period $ 0 $ 0 $ 0 $ 0
========== ========== ========== =========

</TABLE>

See accompanying notes to financial statements & audit report
F-5

<PAGE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company) May 20, 1998, December
31, 1997 and December 31, 1996

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - History and Organization of Company

The Company was organized October 4, 1988, under the laws of the State
of Florida as Gulf Coast Securities Transfer, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development company.

On September 1, 1989, the Company issued 1,000 shares
of its $.001 per value common stock for services of $1,000..

On May 19, 1998, the State of Florida approved the Company's related
Articles of Incorporation, which increased its capitalization from 1,000 common
shares to 50,000,000 common shares. The par value was unchanged at $.001.

On May 19, 1998, the Company forward split its common stock 1,000:1,
thus increasing the number of outstanding common stock shares from 1,000 shares
to l,000,000 shares.

On May 19, 1998, the Company changed its name to GCST Corp.

NOTE 2 - Accounting Policies and Procedures:
- --------------------------------------------
The Company has not determined its accounting policies and procedures,
except as follows:

1. The Company uses the actual method of accounting.

2. Earning or loss per share is calculated using the weighted averaged number of
common shares outstanding.

3. The Company has of yet adopted any policy regarding payments
of dividends. No dividends have been paid since inception.

NOTE 3 - Warrants and Opinions:
- ------------------------------
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.

F-6

<PAGE>

GCST CORP.
(FORMERLY GULF COAST SECURITIES TRANSFER, INC.)
(A Development Stage Company) May 20, 1998, December
31, 1997 and December 31, 1996

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - Going Concern:
- -----------------------
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.

NOTE 5 - Related Party Transactions:
- -----------------------------------
The Company neither owns or leases any real or personal property.
Office services are provided without charge by an officer. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors of the company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

F-7
<PAGE>

44
<PAGE>

PART III

ITEM 1: INDEX TO EXHIBITS
----------------- Page
EXHIBIT Location
NUMBER DESCRIPTION OF DOCUMENT FORM 10-SB
- ------ ----------------------- ----------

1. Original Articles of Incorporation and Bylaws

2. Amended and Restated Articles of
Incorporation "P"

3.a. Press Release Dated March 3, 1999
b. Press Release Dated March 30, 1999
c. Press Release Dated April 5, 1999
d. Press Release Dated April 6, 1999
e. Press Release Dated April 8, 1999
f. Press Release Dated April 23, 1999,
g. Press Release Dated April 29, 1999
h. Press Release Dated May 4, 1999
i. Press Release Dated May 17, 1999
j. Press Release Dated May 21, 1999
k. Press Release Dated June 2, 1999
l. Press Release Dated June 15, 1999
m. Press Release Dated July 29, 1999
n. Press Release Dated July 29, 1999
o. Press Release Dated July 30, 1999
p. Press Release Dated August 5, 1999
q. Press Release Dated August 6, 1999
r. Press Release Dated August 18, 1999
s. Press Release Dated August 19, 1999
t. Press Release Dated September 13, 1999
u. Press Release Dated October 25, 1999
v. Press Release Dated October 25, 1999
w. Press Release Dated October 26, 1999
x. Press Release Dated October 26, 1999
y. Press Release Dated October 26, 1999
z. Press Release Dated October 27, 1999
aa. Press Release Dated October 27, 1999
bb. Press Release Dated October 28, 1999
cc. Press Release Dated October 29, 1999

4. Patents and Copyrights, Tradenames "P"

5. Business Licenses "P"

6. Cash Requirements For Next 12 months "P"

7. Employment Contracts with Registrant "P"

8. Subsidiaries of Registrant "P"

45
<PAGE>

9. Statement of Computation of Earnings Per Share "P"

10. Reorganization Agreement "P"

EXHIBIT 1

Original Articles of Incorporation and Bylaws

<PAGE>

ARTICLES OF INCORPORATION
OF
GULF COAST SECURITIES TRANSFER, INC.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned incorporator being a natural person of the age of
18 years or more and desiring to form a body corporate under the laws of the
State of Florida does hereby sign, verify and deliver in duplicate to the
Secretary of State of Florida these Articles of Incorporation.

ARTICLE I

NAME
----

The name of the corporation shall be Gulf Coast Securities Transfer,
Inc.

ARTICLE II

PERIOD OF DURATION
------------------

The corporation shall exist in perpetuity, from and after the date of
the filing of the Articles of Incorporation with the Secretary of State of
Florida unless dissolved according to law.

ARTICLE III

PURPOSES AND POWERS
-------------------

3.1 Purposes. The corporation is organized for the purpose of engaging
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Florida.

3.2 Powers. The corporation shall have all of the rights, privileges
and powers now or hereafter conferred upon corporations by the Florida General
Corporation Act. The corporation shall have and may exercise all powers
necessary or convenient to effect any of the purposes for which the corporation
was organized.

ARTICLE IV

CAPITAL STOCK
-------------

4.1 Authorized Stock. The total number of shares which the corporation
shall have authority to issue is 1,00 shares of common stock, and the par value
of each such share is $.001 per share.

1
<PAGE>

4.2 Voting Rights; No Cumulative Voting. Each outstanding share of
Common Stock shall be entitled to one vote on each matter submitted to a vote of
shareholders. Cumulative voting in the election of directors of the corporation
shall not be allowed.

4.3 Denial of Preemptive Rights. No holder of any shares of the
corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the corporation,
including shares or securities held in the treasury of the corporation.

ARTICLE V

RIGHT OF DIRECTORS TO CONTRACT WITH CORPORATION
-----------------------------------------------

No contract or other transaction between the corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of the corporation's directors are directors or officers or
are financially interested shall be either void or voidable solely because of
such relationship or interest or solely because such directors are present at
the meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or solely because their votes
are counted for such purpose if:

(a) The material facts as to such relationship or interest and as to
the contract or transaction as disclosed or known to the Board of Directors or
committee, and the Board or committee in good faith, authorizes, approves or
ratifies the contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors are less
than a quorum; or

(b) The material facts as to such relationship or interest and as to
the contract or transaction are disclosed or known to the shareholders entitled
to vote thereon, and they authorize, approve or ratify in good faith such
contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the
corporation as of the time it is authorized, approved or ratified by the Board
of Directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the
presence of a quorum at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

2
<PAGE>

ARTICLE VI

LIMITATION OF LIABILITY OF DIRECTORS
------------------------------------

The personal liability of directors of the corporation shall be limited to the
fullest extent permitted by the Florida General Corporation Law, as amended.

ARTICLE VII

AMENDMENTS
----------

The corporation reserves the right to amend its Articles of
Incorporation from time to time in accordance with the General Corporation Law
of Florida.

ARTICLE VIII

ADOPTION AND AMENDMENT OF BY-LAWS
---------------------------------

The initial By-Laws of the corporation shall be adopted by the Board of
Directors. The power to alter or amend or repeal the By-Laws shall be vested in
the Board of Directors. The By-Laws may contain provisions for the regulation
and management of the affairs of the corporation unless inconsistent with the
law or these Articles of Incorporation.

ARTICLE IX

REGISTERED OFFICE AND REGISTERED AGENT
--------------------------------------

The address of the initial registered office of the corporation is 4010
Boy Scout Boulevard, Suite 300, Tampa, Florida 33607, and the name of the
initial registered agent at such address is Rick E. Hartness. Either the
registered office or the registered agent may be changed in the manner provided
by law.

ARTICLE X

BOARD OF DIRECTORS
------------------

The initial Board of Directors of the Corporation shall consist of four
(4) members, each being natural persons of the age of eighteen (18) years or
older. The names and addresses of the persons who are to serve as directors
until the first annual meeting of shareholders or until their successors are
elected and qualified are as follows:

3
<PAGE>

Name Address
---- -------

Stuart M. Cohen 4010 Boy Scout Boulevard, Suite 300
Tampa, Florida 33607

Noel F. Birns 4010 Boy Scout Boulevard, Suite 300
Tampa, Florida 33607

Rick E. Hartness 4010 Boy Scout Boulevard, Suite 300
Tampa, Florida 33607

Richard B. Vincent 7225 S. Quebec Court
Englewood, Colorado 80112

ARTICLE XI

INCORPORATOR
------------

The name and address of the incorporator is as follows:

Name Address

Richard B. Vincent 7225 S. Quebec Court
Englewood, Colorado 80112

The undersigned, being the incorporator name hereinbefore, for the
purposes of forming a corporation pursuant to the General Corporation Law of the
State of Florida does make this certificate hereby declaring and certifying that
this is his act and deed and the facts herein stated are true, and, accordingly,
has hereunto set his hand this 2nd day of September, 1988.

--------------------------------
Richard B. Vincent
Incorporator

STATE OF COLORADO )
) ss:
COUNTY OF ARAPAHOE )

SUBSCRIBED AND SWORN to before me this ________ day of
September 1988, by Richard B. Vincent, Incorporator.

--------------------------------
Notary Public

My Commission Expires:

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

4
<PAGE>

CERTIFICATE OF REGISTERED AGENT

I, Rick E. Hartness, hereby accept the designation as intial registered
agent of Gulf Coast Securities Tranfer, Inc.

---------------------------
Rick E. Hartness

EXHIBIT 2
---------

Amended and Restated Articles of Incorporation
----------------------------------------------

<PAGE>

ARTICLES OF AMENDMENT TO
GULF COAST SECURITIES TRANSFER, INC.

THE UNDERSIGNED, being the sole director and president of Gulf Coast
Securities Transfer, Inc., does hereby amend its Articles of Incorporation as
follows:
ARTICLE I

CORPORATE NAME The name of the Corporation
shall be GCST Corp.

ARTICLE II
PURPOSE

The Corporation shall be organized for any and all purposes authorized
under the laws of the state of Florida.

ARTICLE III
PERIOD OF EXISTENCE

The period during which the Corporation shall continue is perpetual.

ARTICLE IV
SHARES

The capital stock of this corporation shall consist of 50,000,000
shares of common stock, $.001 par value.

ARTICLE V
PLACE OF BUSINESS

The address of the principal place of business of this corporation in
the State of Florida shall be 200 East Robinson Street, Suite 450, Orlando, FL
32801 .The Board of Directors may at any time and from time to time move the
principal office of this corporation.

ARTICLE Vl
DIRECTORS AND OFFICERS

The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.

1
<PAGE>
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS

No shareholder shall have any right to acquire shares or other
securities of the Corporation except to the extent such right may be granted by
an amendment to these Articles of Incorporation or by a resolution of the board
of Directors.

ARTICLE VIII
AMENDMENT OF BYLAWS

Anything in these Articles of Incorporation, the Bylaws, or the F]orida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majodty vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.

ARTICLE IX
SHAREHOLDERS

9. I. Inspection of Books. The board of directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.

9.2. Control Share Acquisition. The provisions relating to any control
share acquisition as contained in Florida Statutes now, or hereinafter amended,
and any successor provision shall not apply to the Corporation.

9.3. Quorum. The holders of shares entitled to one-third of the votes
at a meeting of shareholder's shall constitute a quorum.

9.4. Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.

ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders,
in addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.

2
<PAGE>

ARTICLE Xl
CONTRACTS

No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.

I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on May 14, 1998 and that the
number of votes cast was sufficient for approval.

IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on May 14, 1998.

Signed by Pamela Wilkinsin,

ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF GCST CORP.

Pursuant to the provisions of Florida Corporation Code, the undersigned
corporation adopts the following Articles of Amendment to its Articles of
Incorporation:

1. The name of the corporation is GCST Corp.

2. Article One of the Articles of Incorporation is hereby amended as follows:

"The name of the corporation is Rbid.com, Inc."

3. The foregoing amendment was adopted by a written consent of tne holders of a
majorivy of the outstanding shares of common stock of the corporation on April
6, 1999 in accordance with Section 607.0704 of the Florida Corporation Code, as
amended.

4. The number of votes cast was sufficient for approval.

5. The amendment does not provide for the exchange, reclassification, or
cancellation of issued shares.

IN WITNESS WHEREOF, the corporation has caused these Articles of
Amendment to be executed by a duly authorized officer on this 6th day of April,
1999.

By: Peter J. Ferras, President

BY-LAWS of
G C S T CORP.

ARTICLE I. MEETINGS OF SHAREHOLDERS
-----------------------------------

Section 1. Annual Meetinq. The annual meeting of the shareholders of

this corporation shall be held on the 1st day of November of each year or at

such other time and place designated by the Board of Directors of the

corporation. Business transacted at the annual meeting shall include the

election of directors of the corporation. If the designated day shall fall on a

Sunday or legal holiday, then the meeting shall be held on the first business

day thereafter.

Section 2. Special Meetin,qs. Special meetings of the shareholders

shall be held when directed by the President or the Board of Directors, or when

requested in writing by the holders of not less than 10% of all the shares

entitled to vote at the meeting. A meeting requested by shareholders shall be

called for a date not less than 3 nor more than 30 days after the request is

made, unless the shareholders requesting the meeting designate a later date. The

call for the meeting shall be issued by the Secretary, unless the President,

Board of Directors, or shareholders requesting the meeting shall designate

another person to do so.

Section 3. Place. Meetings of shareholders shall be held at the

principal place of business of the corporation or at such other place as may be

designated by the Board of Directors.

1
<PAGE>

Section 4. Notice. Written notice stating the place, day and hour of

the meeting and in the case of a special meeting, the purpose or purposes for

which the meeting is called, shall be delivered not less than 3 nor more than 30

days before the meeting, either personally or by first class mail, or by the

direction of the President, the Secretary or the officer or persons calling the

meeting to each shareholder of record entitled to vote at such meeting. If

mailed, such notice shall be deemed to be delivered when deposited in the United

States mail addressed to the shareholder at his address as it appears on the

stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to

another time or place, it shall not be necessary to give any notice of the

adjourned meeting if the time and place to which the meeting is adjourned are

announced at the meeting at which the adjournment is taken, and at the adjourned

meeting any business may be transacted that might have been transacted on the

original date of the meeting. If, however, after the adjournment the Board of

Directors fixes a new record date for the adjourned meeting, a notice of the

adjourned meeting shall be given as provided in this Article to each shareholder

of record on a new record date entitled to vote at such meeting.

Section 6. Shareholder Quorum and Votin.q. A majority of the shares

entitled to vote, represented in person or by proxy, shall constitute a quorum

at a meeting of shareholders. If a quorum is present, the affirmative vote of a

majority of the shares represented at the meeting and entitled to vote on the

subject matter shall be the act of the shareholders unless otherwise provided by

law.

<PAGE>

Section 7. Votinq of Shares. Each outstanding share shall be entitled

to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 8. Proxies. A shareholder may vote either in person or by proxy

executed in writing by the shareholder or his duly authorized attorney-in-fact.

No proxy shall be valid after the duration of 11 months from the date thereof

unless otherwise provided in the proxy.

Section 9. Action by Shareholders Without a Meeting. Any action

required by law or authorized by these by-laws or the Articles of Incorporation

of this corporation or taken or to be taken at any annual or special meeting of

shareholders, or any action which may be taken at any annual or special meeting

of shareholders, may be taken without a meeting, without prior notice and

without a vote, if a consent in writing, setting forth the action so taken,

shall be signed by the holders of outstanding stock having not less than the

minimum number of votes that would be necessary to authorize or take such action

at a meeting at which all shares entitled to vote thereon were present and

voted.
ARTICLE II. DIRECTORS
---------------------

Section 1. Function. All corporate powers shall be exercised by or
---------------------
under the authority of, and the business and affairs of the corporation shall be

managed under the direction of, the Board of Directors.

Section 2. Qualification.
-------------------------
shareholders of this corporation.
Section 3.

Directors need not be residents of this state or

Compensation. The Board of Directors shall have authority to fix the

compensation of directors.

3
<PAGE>

Section 4. Presumption of Assent. A director of the corporation who is

present at a meeting of the Board of Directors at which action on any corporate

matter is taken shall be presumed to have assented to the action taken unless he

votes against such action or abstains from voting in respect thereto because of

an asserted conflict of interest.

Section 5. Number. This corporation shall have a minimum of 1 director

but no more than 7.

Section 6. Election and Term. Each person named in the Articles of

Incorporation as a member of the initial Board of Directors shall hold office

until the first annual meeting of shareholders, and until his successor shall

have been elected and qualified or until his earlier resignation, removal from

office or death. At the first annual meeting of shareholders and at each annual

meeting thereafter the shareholders shall elect directors to hold office until

the next succeeding annual meeting. Each director shall hold office for a term

for which he is elected and until his successor shall have been elected and

qualified or until his earlier resignation, removal from office or death.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors,

including any vacancy created by reason of an increase in the number of

Directors, may be filled by the affirmative vote of a majority of the remaining

directors though less than a quorum of the Board of Directors. A director

elected to fill a vacancy shall hold office only until the next election of

directors by the shareholders.

Section 8. Removal of Directors. At a meeting of shareholders called

expressly for that purpose, any director or the entire Board of Directors may be

removed, with or without cause, by a vote of the holders of a majority of the

shares then entitled to vote at an election of directors.

4
<PAGE>

Section 9. Quorum and Votinq. A majority of the number of directors

fixed by these by-laws shall constitute a quorum for the transaction of

business. The act of a majority of the directors present at a meeting at which a

quorum is present shall be the act of the Board of Directors.

Section 10. Executive and Other Committees. The Board of Directors, by

resolution adopted by a majority of the full Board of Directors, may designate

from among its members an executive committee and one or more other committees

each of which, to the extent provided in such resolution shall have and may

exercise all the authority of the Board of Directors, except as is provided by

law.

Section 11. Place of Meetinq. Regular and special meetings of the Board

of Directors shall be held at the principal place of business of the corporation

or as otherwise determined by the Directors.

Section 12. Time, Notice and Call of Meetinqs. Regular meetings of the

Board of Directors shall be held without notice on the first Monday of the

calendar month two (2) months following the end of the corporation's fiscal, or

if the said first Monday is a legal holiday, then on the next business day.

Written notice of the time and place of special meetings of the Board of

Directors shall be given to each director by either personal delivery, telegram

or cablegram at least three (3) days before the meeting or by notice mailed to

the director at least 3 days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any

director who signs a waiver of notice either before or after the meeting.

5
<PAGE>

Attendance of a director at a meeting shall constitute a waiver of notice of

such meeting and waiver of any and all objections to the place of the meeting,

the time of the meeting, or the manner in which it has been called or convened,

except when a director states, at the beginning of the meeting, any objection to

the transaction of business because the meeting is not lawfully called or

convened.

Neither the business to be transacted at, nor the purpose, of any

regular or special meeting of the Board of Directors need be specified in the

notice of waiver of notice of such meeting. A majority of the directors present,

whether or not a quorum exists, may adjourn any meeting of the Board of

Directors to another time and place. Notice of any such adjourned meeting shall

be given to the directors who were not present at the time of the adjournment,

and unless the time and place of adjourned meeting are announced at the time of

the adjournment, to the other directors. Meetings of the Board of Directors may

be called by the chairman of the board, by the president of the corporation or

by any two directors.

Members of the Board of Directors may participate in a meeting of such

board by means of a conference telephone or similar communications equipment by

means of which all persons participating in the meeting can hear each other at

the same time. Participation by such means shall constitute presence in person

at a meeting.

Section 13. Action Without a Meetinq. Any action, required to be taken

at a meeting of the Board of Directors, or any action which may be taken at a

meeting of the Board of Directors or a committee thereof, may be taken without a

meeting if a consent in writing, setting forth the action so to be taken, is

6
<PAGE>

signed by such number of the directors, or such number of the members of the

committee, as the case may be, as would constitute the requisite majority

thereof for the taking of such actions, is filed in the minutes of the

proceedings of the board or of the committee. Such actions shall then be deemed

taken with the same force and effect as though taken at a meeting of such board

or committee whereat all members were present and voting throughout and those

who signed such action shall have voted in the affirmative and all others shall

have voted in the negative.

For informational purposes, a copy of such signed actions shall be mailed

to all members of the board or committee who did not sign said action, provided

however, that the failure to mail said notices shall in no way prejudice the

actions of the board or committee.

ARTICLE III. OFFICERS
---------------------

Section 1. Officers. The officers of this corporation shall consist of

a president, a secretary and a treasurer, each of whom shall be elected by the

Board of Directors. Such other officers and assistant officers and agents as may

be deemed necessary may be elected or appointed by the Board of Directors from

time to time. Any two or more offices may be held by the same person.

Section 2. Duties. The officers of this corporation shall have the

following duties:

The President shall be the chief executive officer of the

corporation, shall have general and active management of the business and

affairs of the corporation subject to the directions of the Board of Directors,

and shall preside at all meetings of the shareholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the

corporate records except the financial records; shall record the minutes of all

7
<PAGE>

meetings of the shareholders and Board of directors, send all notices of all

meetings and perform such other duties as may be prescribed by the Board of

Directors or the President. The Treasurer shall have custody of all corporate

funds and financial records, shall keep full and accurate accounts of receipts

and disbursements and render accounts thereof at the annual meetings of

shareholders and whenever else required by the Board of Directors or the

President, and shall perform such other duties as may be prescribed by the Board

of Directors or the President.

Section 3. Removal of Officers. An officer or agent elected or

appointed by the Board of Directors may be removed by the board whenever in its

judgment the best interests of the corporation will be served thereby. Any

vacancy in any office may be filed by the Board of Directors.

ARTICLE IV. STOCK CERTIFICATES
------------------------------

Section 1. Issuance. Every holder of shares in this corporation shall

be entitled to have a certificate representing all shares to which he is

entitled. No certificate shall be issued for any share until such share is fully

paid.

Section 2. Form. Certificates representing shares in this corporation

shall be signed by the President or Vice President and the Secretary or an

Assistant Secretary and may be sealed with the seal of this corporation or a

facsimile thereof.

Section 3. Transfer of Stock. The corporation shall register a stock

certificate presented to it for transfer if the certificate is properly endorsed

8
<PAGE>

Section 3. Transfer of Stock. The corporation shall register a stock

certificate presented to it for transfer if the certificate is properly endorsed

by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder

shall claim to have lost or destroyed a certificate of shares issued by the

corporation, a new certificate shall be issued upon the making of an affidavit

of that fact by the person claiming the certificate of stock to be lost, stolen

or destroyed, and, at the discretion of the Board of Directors, upon the deposit

of a bond or other indemnity in such amount and with such sureties, if any, as

the board may reasonably require.

ARTICLE V. BOOKS AND RECORDS
----------------------------

Section 1. Books and Records.

books and records of account and

This corporation shall keep correct and complete shall keep

minutes of the proceedings of its shareholders, Board of Directors and committee

of directors.

This corporation shall keep at its registered office, or principal

place of business a record of its shareholders, giving the names and addresses

of all shareholders and the number of the shares held by each.

Any books, records and minutes may be in written form or in any other

form capable of being converted into written form within a reasonable time.

Section 2. Shareholders' Inspection Riqhts. Any person who shall have

been a holder of record of shares of voting trust certificates therefor at least

six months immediately preceding his demand or shall be the holder of record of,

or the holder of record of voting trust certificates for, at least five percent

of the outstanding shares of the corporation, upon written demand stating the

9
<PAGE>

purpose thereof, shall have the right to examine, in person or by agent or

attorney, at any reasonable time or times, for any proper purpose its relevant

books and records of accounts, minutes and records of shareholders and to make

extracts therefrom.

Section 3. Financial Information. Not later than four months after the

close of each fiscal year, this corporation shall prepare a balance sheet

showing in reasonable detail the financial condition of the corporation as of

the close of its fiscal year, and a profit and loss statement showing the

results of the operations of the corporation during the fiscal year.

Upon the written request of any shareholder or holder of voting trust

certificates for shares of the corporation, the corporation shall mail to each

shareholder or holder of voting trust certificates a copy of the most recent

such balance sheet and profit and loss statement. The balance sheets and profit

and loss statements shall be filed in the registered office of the corporation

in this state, shall be kept for at least five years, and shall be subject to

inspection during business hours by any shareholder or holder of voting trust

certificates, in person or by agent.

ARTICLE VI. DIVIDENDS
---------------------

The Board of Directors of this corporation may, from time to time,

declare and the corporation may pay dividends on its shares in cash, property or

its own shares, except when the corporation is insolvent or when the payment

thereof would render the corporation insolvent subject to the provisions of the

Florida Statutes.

ARTICLE VII. CORPORATE SEAL
---------------------------

The Board of Directors shall provide a corporate seal which shall be in
circular form.

[GRAPHIC OMITTED]

10
<PAGE>

ARTICLE VIII. AMENDMENT
-----------------------

These by-laws may be altered, amended or repealed, and new by-laws may
be adopted by the a majority vote of the directors of the corporation.

EXHIBIT 3
---------

Press Releases
--------------

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--March 3, 1999--GCST d.b.a. R-Way
Corporation (OTC BB:GCCT) announced today that as an established Internet
Service Provider and marketing organization in the U.S. and Canada with over
15,000+ representatives (www.rway.net), it is launching its long-awaited
Internet shopping mall (R-Mall) and online classified advertising and auction
(R-Ads). The R-Mall is a complete Internet-based shopping mall, turnkey web
store development and complete e-commerce service solutions that will give
consumers access to a wide variety of national and regional retailers. The
Sharper Image, Discount Jewelers.com, Victoria Principal, Just White Shirts and
Black Socks, and Computer Gear are just a few of the many retailers that are
through R-Mall. Merchants are excited about joining Rmall.net because of its
powerful store design capabilities that allow any merchant or business owner to
build and host a professional-looking web store in minutes that includes
e-commerce solutions under $500. Mr. Peter J. Ferras, CEO of R-Way Corp. says:
"The R-Mall (www.rmall.com) electronic shopping service will put the company in
a strategic position to acquire a large percentage of the web store development
market while capturing a healthy percentage of the fast- growing online shopping
and auction. We also anticipate an enormous income potential from the
established revenue-sharing agreements and e- commerce partnerships between
R-Way Corp. and its vendors. The R-Ads (www.rads.net) is a free online
classified advertising and auction that will compete with ebay, uBid and other
online auction services that can become very profitable when customers use our
unique R-escrow account to do their online buying and selling." Mr. John Horne,
Executive Vice President, says: "In our efforts to provide quality products and
services to the consumers and our 15,000+ independent representatives in the
U.S., we are very excited to launch the R- Mall and R-Ads malls. These two
exciting and profitable services will undoubtedly give our large field
representatives powerful tools to add new merchants and stores while sharing in
the potentially huge income opportunity from online shopping, classified
advertising and auction. Our independent distributors are poised to capitalize
on this potentially huge income opportunity of selling online web stores while
sharing in the revenue stream from all sales in the R-Mall shopping, R-Ads
classifieds and R-Bid Auction". Certain statements contained herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such Statements include, without
limitation, statements regarding business and financing plans, business trends
and future operating revenues and expenses. Although the Company believes that
the expectations reflected in such statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the Company's ability to fully implement
its business plan, may vary.

1
<PAGE>

LAGUNA HILLS, Calif.--(BUSINESS WIRE)--March 30, 1999--GCST d.b.a. R-Way
Corporation (OTC BB:GCCT). GCST / Rway Corporation announced today it has
completed its move of corporate offices to occupy a larger space as it launched
one of the most exciting and aggressive complete internet solutions on the web
today. Mr. Peter J. Ferras, CEO of R-Way Corp. says: "This move was important to
our overall plans of expansion as we launch the Rmall.com shopping mall and
Rbidnbuy.com online auction and classifieds advertising sites. The overall
response that we have been receiving from our 15,000+ independent
representatives in the US is extremely positive as we get closer to our target
launch date of April 1999. The new larger corporate offices will be the home to
our new software development and technical engineering staff as well as customer
support representatives. This expansion move is crucial in maintaining our high
quality support staff as we expect to see a dramatic demand increase for our
products and services in the next several months." Rway plans to be one of the
largest auction houses on the Internet, aggressively competing with other
companies like UBID, Inc. (Nasdaq:UBID), EBAY, Inc. (Nasdaq:EBAY), and Onsale,
Inc. (Nasdaq:ONSL), and Amazon.com, Inc. (Nasdaq:AMZN). Certain statements
contained herein contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
Statements include, without limitation, statements regarding business and
financing plans, business trends and future operating revenues and expenses.
Although the Company believes that the expectations reflected in such statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by the words:
believe, expect, anticipate, intend, and similar expressions which, by their
nature, refer to future events. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance, and that the actual results of factors, including, but not limited
to, the Company's ability to fully implement its business plan, may vary. The
Rway Corporation's new corporate location is: GCST / Rway Corporation 24461
Ridge Route Dr 2nd Floor Laguna Hills, CA 92663 Main Office 949/470-4550 Fax
949/470-4575 Contact persons: Mr. Michael Behringer Investor relations firm
800/290- 8935 Direct 716/256-6498 Fax 716/256-6231

2
<PAGE>

LAGUNA HILLS, Calif., April 5 /PRNewswire/ -- GCST d.b.a. R-Way Corporation (OTC
Bulletin Board: GCCT) announced today that as an established Internet Service
Provider and marketing organization in the U.S. and Canada with over 15,000+
representatives (www.rway.net), it has formally launched the long-awaited
shopping mall (www.rmall.net), and classified advertising section of its website
(www.rads.net). Moreover, the company is also very proud to announce the
pre-opening of its eBay-type auction site, which is slated for full-scale
operation in April of 1999. The site will be officially launched under the
Rbidnbuy name (www.rbidnbuy.com) and will seek to aggressively compete in the
online auction business with the likes of UBID, Inc., EBAY, Inc., and Onsale,
Inc., and Amazon.com, Inc. The R-Mall is a complete Internet-based shopping
mall, turnkey web store development and complete e-commerce service solutions
that will give consumers access to a wide variety of national and regional
retailers. The Sharper Image, Discount Jewelers.com, Victoria Principal, Just
White Shirts and Black Socks, and Computer Gear are just a few of the many
retailers that are available through R-Mall at this time. R-Mall has been
designed with the customer in mind where they are offered the total-cyber
experience of enjoying highly-secured shopping at over 16 virtual floors of
wall-to-wall products and services offered for their cyber-shopping pleasure.
And of course, R-Mall offers these products and services at discounted prices to
our customers. Merchants are excited about joining Rmall.net because of its
powerful store design capabilities that allow any merchant or business owner to
build and host a professional-looking web store in minutes that includes
e-commerce solutions and all security features for under $500. Mr. Peter J.
Ferras, CEO of R-Way Corp. says: "The R-Mall (www.rmall.com) electronic shopping
service will put the company in a strategic position to acquire a large
percentage of the web store development market while capturing a healthy
percentage of the fast-growing online shopping and auction. We also anticipate
an enormous income potential from the established revenue-sharing agreements and
e-commerce partnerships between R-Way Corp. and its vendors. "We at R-way offer
our customers a unique internet experience. Where other well-known internet
companies may offer either an on-line shopping mall or online auction, we are
very proud to provide the customer with both without a compromise to the quality
of each product. We are very excited about the potential that this two-tier
operation will bring to R-way, our customers, and its shareholders." R-way's
Rbidnbuy Auction site has been designed to include advanced, easy-to-use
proprietary functions that makes listing products, as well as providing detailed
photos for these products, a very user-friendly experience. While other auction
sites like ebay, ubid and others require an up-front fee from sellers to list
items on their auction sites, rbidnbuy.com allows everyone to list anything for
FREE. The true beauty in Rbidnbuy.com is that businesses from RMall can select
inventory from their Webstore and "click" send those items to be auctioned at
Rbidnbuy.com. Two fantastic outcomes result from this feature. The first is that
RMall business merchants can quickly move excess inventory and the second is
that Rbidnbuy.com will consistently have a comprehensive selection of auction
items. This feature will make Rbidnbuy.com the preferred auction site due to its
no up-front fees and the wide range of items being auctioned. Buyers and sellers
may also agree to use the unique Rescrow account. This account has been designed
to offer unequalled peace of mind for even the most discriminating shoppers.
Rbidnbuy.com will charge a small fee to handle their online payment
transactions. In return for this small fee, R-Way will ensure both the buyer and
seller receive the product and funds respectively, in a secure, compliant and
timely manner. This truly makes the Rbidnbuy.com online auction a safe,
enjoyable and secure experience for all. Certain statements contained herein
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such Statements include,
without limitation, statements regarding business and financing plans, business
trends and future operating revenues and expenses. Although the Company believes
that the expectations reflected in such statements are reasonable, it can give
no assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the Company's ability to fully implement
its business plan, may vary. SOURCE R-Way Corporation -0- 04/05/99 /CONTACT:
Peter J. Ferras, President/CEO, GCST/R-Way Corporation, 949-470-4550,
[email protected]; or Investors: Mr. Michael Behringer, Market Pulse,
716-256-6498, Fax: 716-256-6231, [email protected]/ /Web site:
http://www.rads.net/ /Web site: http://www.rmall.net/ /Web site:
http://www.rbidnbuy.com/ /Web site: http://www.rway.net/ (GCCT) CO: R-Way
Corporation ST: California IN: CPR MLM SU: PDT -0- Apr/05/1999 8:45 EOS (PRN)
Apr/05/99 08:45 86 _ -0- (PRN) Apr/05/1999 9:00 _ CIGNA

3
<PAGE>

Tuesday April 6, 1999. Business Section LA Timesm, A Laguna Hills company whose
stock was trading for $1.25 less than two weeks ago saw its shares rocket above
$14 on Monday after it announced that it would launch an Internet auction
siteThe nascent online shopping mall firm R-Way Corp. is a non-reporting company
that trades over the counter. It has not made any of its financial information
available, has no stated plan for attracting Internet traffic and has many
larger, more established and better capitalized competitors. But that didn't
stop investors from more than doubling the price of its shares Monday, which
closed at $14.03, up $8.03, in extremely heavy trading. The price value of the
company at more than $101 million. "This is as much of a surprise to me as
anyone else," said Peter J. Ferras, president and chief executive Ferras. He
would not detail any of the company's finances or where its funding comes from,
saying only, "We are a well-funded, debt-free company. R-Way operates an online
shopping mall, and Ferras said it is prepared to spend between $5 million and $7
million in the coming months to advertise. He acknowledged that his resources
were dwarfed by the larger rivals the company named in its press releases as
competitors. (Jonathan Gaw)

4
<PAGE>

LAGUNA HILLS, Calif., April 8 /PRNewswire/ -- GCST d.b.a. R-Way Corporation (OTC
Bulletin Board: GCCT). The board of directors of GCST Corp. has approved a
resolution to change the name of the company to Rbid.com, Inc. The company has
obtained consent to the name change from a majority of its shareholders as
required by Florida law. The company has notified Nasdaq of the name change and
has applied to change the ticker symbol to Rbid. The company anticipates that
for trading purposes the name change will be effective late next week. According
to the company's President, Peter J. Ferras, "This name change is important to
us as we set out to build a strong name recognition in the online auctions and
shopping areas and is designed to better identify the company with its current
lines of business. Based on the company's current marketing model, we expect to
have a profitable 2nd quarter and strong 4th quarter earnings." The company is
an Internet service provider and marketing organization in the U.S. and Canada
with over 15,000+ representatives (www.rway.net). It recently launched its
long-awaited shopping mall (www.rmall.net), and classified advertising section
of its website (www.rads.net). In addition, the company recently announced the
pre-opening of its eBay-type auction site (www.rbid.com), which is designed to
aggressively compete in the online auction business with the likes of UBID,
Inc., EBAY, Inc., and Onsale, Inc., and Amazon.com, Inc. Certain statements
contained herein contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
Statements include, without limitation, statements regarding business and
financing plans, business trends and future operating revenues and expenses.
Although the Company believes that the expectations reflected in such statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by the words:
believe, expect, anticipate, intend, and similar expressions which, by their
nature, refer to future events. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance, and that the actual results of factors, including, but not limited
to, the Company's ability to fully implement its business plan, may vary. SOURCE
GCST d.b.a. R-Way Corporation -0- 04/08/99 /CONTACT: Investor Relations: Mr.
Michael Behringer of Market Pulse, 716- 256-6498, or fax 716-256-6231,
[email protected]; or Peter J. Ferras, President, CEO of R-Way Corporation,
949-470-4550, or fax 949-470-4575, [email protected]/ /Web site: http://www.rway.net/
/Web site: http://www.rmall.net/ /Web site: http://www.rads.net/ /Web site:
http://www.rbid.com/ (GCCT) CO: GCST; R-Way Corporation; Rbid.com, Inc. ST:
California,

5
<PAGE>

LAGUNA HILLS, Calif., April 23 /PRNewswire/ -- Rbid.com, Inc. (OTC Bulletin
Board: RBID) announced today the filling of the position of CFO by Mr. Fred W.
Wallace as the company prepares to launch its Online Shopping Mall
(www.rmall.com) and "Live" Auction site (www.rbid.com). Rbid.com welcomes the
appointment of Mr. Wallace CPA as CFO for Rbid.com Inc. as Mr. Wallace brings to
Rbid.com extremely high credentials as a SEC auditor with Peat Marwick Mitchell
(KPMG) "top 6" accounting firm. His vast experience includes expertise in
strategically taking private companies public in order to maximize their
potentials. His background as a CFO and Controller for several major companies
is a list to be envied by all of his peers. Rbid.com and its board of directors
welcomes Mr. Wallace as CFO as the company prepares to become a fully reporting
corporation by 3rd quarter 1999-another major step in Rbid.com's efforts of
becoming listed on a more senior exchange. Rbid.com is also currently engaged in
negotiations with a "top 6" accounting firm as well as a top notch LA based
legal firm to further facilitate the accomplishment of all of Rbid.com's
aggressive goals. Peter J. Ferras explains, "Our company is on the verge of
launching some of the Internet's most powerful e-commerce products and services
that will set new standards as it offers a National Internet Service Provider
(ISP) (www.rway.net), Online Shopping, and Live Auction services "under one
roof". As we prepare to establish strong name recognition in the emerging and
fast growing Internet markets, the appointment of Mr. Wallace as CFO is a
critical step toward bringing Rbid.com to the same level playing field as other
competitors such as: UBID, Inc., EBAY, Inc., and Onsale, Inc., and Amazon.com,
Inc. I truly believe that Rbid.com will soon establish itself as a powerhouse
company with diverse Internet products and services on a global scale." The
company is launching a complete Internet-based shopping mall (www.rmall.com),
turnkey web store development and complete e-commerce service solutions that
will give consumers access to a wide variety of national and regional retailers.
The Sharper Image, Discount Jewelers.com, Victoria Principal, Just White Shirts
and Black Socks, and Computer Gear are just a few of the many retailers that are
available through R-Mall at this time. R-Mall has been designed with the
customer in mind where they are offered the total- cyber experience of enjoying
highly-secured shopping at over 16 virtual floors of wall-to-wall products and
services offered for their cyber- shopping pleasure. And of course, R-Mall
offers these products and services at discounted prices to our customers.
Merchants are excited about joining Rmall.net because of its powerful store
design capabilities that allow any merchant or business owner to build and host
a professional-looking web store in minutes that includes e-commerce solutions
and all security features for under $500. The exciting "Live" Auction site
(www.rbid.com) destined to launch in the coming days (April 1999) will be a FREE
listing site for everyone including merchants from the Rmall stores. Rbid.com is
unlike other auction site offerings, where each member must pay a premium to
post items on these sites, Rbid.com allows everyone to post an unlimited number
of products for FREE. This no-fee system gives Rbid.com a powerful and unique
advantage over its competitors and offers Rbid.com the potential to offer a
staggering amount of diverse products at its auction site in a relatively short
period of time. Rbid.com's On-line/"Live" Auction Services will attempt to
aggressively compete head on with major players in this realm. Certain
statements contained herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such Statements include, without limitation, statements regarding business
and financing plans, business trends and future operating revenues and expenses.
Although the Company believes that the expectations reflected in such statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by the words:
believe, expect, anticipate, intend, and similar expressions which, by their
nature, refer to future events. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance, and that the actual results of factors, including, but not limited
to, the Company's ability to fully implement its business plan, may vary. SOURCE
Rbid.com, Inc. -0- 04/23/99 /CONTACT: Michelle Sukhov Esq. of Rbid.com Inc.,
949-470-4550, [email protected]; or Investors: Mr. Michael Behringer, Market
Pulse, 716-256-6498, Fax: 716-256-6231, [email protected]/ /Web site:
http://www.rway.net/ /Web site: http://www.rmall.com/ /Web site:
http://www.rbid.com/ (RBID) CO: Rbid.com, Inc. ST: California IN: CPR MLM REA
SU: PER -0- Apr/23/1999 8:59 EOS (PRN) Apr/23/99 08:59 86 _ -0- (PRN)
Apr/23/1999

6
<PAGE>

LAGUNA HILLS, Calif.--(BUSINESS WIRE)--April 29, 1999--Rbid.com, Inc. (OTC BB:
RBID) announced today the official opening of its online auction site
(www.rbid.com) to allow the general public to enter products and services for
FREE. The auction will start the bidding process by May 15, 1999. As an
established Internet service provider in the US, Rbid.com is proud to unveil its
auction site as part of the Rbid.com family of Internet e-commerce products and
services. The Rbid.com auction site will complete the companies strategic goal
of providing "complete" Internet e-commerce solutions under one roof for the
consumers as well as the small- to medium-sized businesses. The company
currently operates a complete Internet- based shopping mall (www.rmall.com),
turnkey web store development and complete e-commerce service solutions that
will give consumers access to a wide variety of national and regional retailers.
The Sharper Image, Discount Jewelers.com, Victoria Principal, Just White Shirts
and Black Socks, and Computer Gear are just a few of the many retailers that are
available through R-Mall at this time. R-Mall has been designed with the
customer in mind where they are offered the total-cyber experience of enjoying
highly- secured shopping at over 16 virtual floors of wall-to-wall products and
services offered for their cyber-shopping pleasure. And of course, R-Mall offers
these products and services at discounted prices to our customers. Merchants are
excited about joining Rmall.com because of its powerful store design
capabilities that allow any merchant or business owner to build and host a
professional-looking web store in minutes that includes e-commerce solutions and
all security features for under $500. The completion of the Rbid.com "Live"
auction site is a powerful tool that will be utilized extensively by the
Rmall.com business merchants on a daily basis to move idle products by simply
pointing products from their Rmall stores to the auction site. Peter J. Ferras
explains, "Rbid.com is now strategically posed to capture a healthy percentage
of the fast-growing e-commerce market by providing small- to medium-sized
business as well as consumers quality e-commerce based products and services
"under one roof." The Rbid.com Super Site includes a wide variety of Internet
products and services at competitive prices that includes Internet services
utilizing the UUNET backbone to provide appareled connection services in the US.
The Rmall (www.rmall.com) is a pleasurable Online shopping experience at
competitive prices that's rapidly growing. The exciting Rbid.com auction and
classifieds site is a no-charge FREE listing for anyone who wishes to move
products and services. The "Live" auction site utilized advanced technology
features that rivals our competitors including UBID, Inc. (Nasdaq: UBID), EBAY,
Inc. (Nasdaq: EBAY), and Onsale, Inc. (Nasdaq: ONSL), and Amazon.com, Inc.
(Nasdaq: AMZN). We have recently concluded major partnership agreements that
allows us instant access to millions of consumers and merchants. We are now
setting out to establish a strong name recognition in this emerging and
fast-growing Internet markets by adding large groups that see a need for our
quality Internet products and services. The thousands of new member
registrations that we received in the past few days is a clear signal that we
are headed on the right direction. Certain statements contained herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such Statements include, without
limitation, statements regarding business and financing plans, business trends
and future operating revenues and expenses. Although the Company believes that
the expectations reflected in such statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the Company's ability to fully implement
its business plan, may vary.

7
<PAGE>

May 4 1999 9:21AM ET
Marketing
Campaign with Larry Thompson's marketing group.
LAGUNA HILLS, Calif., May 4 /PRNewswire/ -- Rbid.com, Inc. (OTC Bulletin Board:
RBID) announced today the official kickoff of their National Marketing Campaign
designed to attract merchants as well as customers to the world's first Internet
SuperSite and its merchant program. On Saturday May 1, 1999, Mr. Larry Thompson,
a highly skilled and proven businessman, introduced the Rbid.com SuperSite
concept to merchants and resellers from around the country. The SuperSite
concept was immediately embraced with a tremendous amount of enthusiasm as a
result. Within hours after Mr. Thompson finished speaking, in fact, Rbid.com
started receiving orders from 12 different states in the US by fax, phone and
e-mail. Mr. Larry Thompson and his marketing organization are considered by many
to be one of the leading marketing groups in the world. His marketing strategies
are global with the potential to reach a staggering amount of people in over 16
countries. Mr. Larry Thompson states "In my 30 years of sales and marketing what
amounts to be billions of dollars in products, I have never been more excited
about the potential that Rbid.com brings to the Internet E-commerce marketplace
because of the niche that we have filled with our products. The SuperSite
concept will undoubtedly set new standards on how the small to medium sized
businesses get on this fast moving freight train called the Internet. Rbid.com
has all the right ingredients to become a global powerhouse company offering
Internet services (ISP Internet access using UUNET's Internet backbone network,
http://www.rbid.com/ISP%20Services.htm), On-line shopping
(http://www.rmall.com/), an On-line Auction (http://rbid.com/rbidauction.htm)
and complete merchant E-commerce solutions under "one-roof." Based on our
extensive experience and marketing research, we have determined that merchants,
as well as customers, will find the SuperSite concept a convenient and simple
method that not only meets but exceeds their needs as generated in the robust
Internet E-Commerce sector of today". Merchants can now own a turnkey SuperSite
with sixteen floors of unique and name brand stores offering millions of
products (product numbers increasing daily) and can actually share in the
revenue that occurs from sales in the Rmall as well as sales that occur in the
Rbid.com Auction house and E-Classified Advertising Site. In the last few days
we have seen an overwhelming positive response from everyone that we have
introduced the SuperSite concept to. The enthusiasm was so strong that many
immediately placed orders with Rbid.com. Peter J. Ferras explains, "Over the
past 2 years we have been working hard on building powerful web development
services designed to simplify the process of brining merchants of all sizes to
the Web with complete e- commerce services. Our marketing and business model
allows us to fully automate the SuperSite concept and quickly become profitable
while RBID.com matures via our quick growth phase plan. In the coming weeks and
months we will aggressively launch an advertising campaign that will help make
Rbid.com a household name. Based on the nationwide response from the
introduction of the SuperSite's Marketing Concept, we are now super bullish
about our profitability potential in the 2nd and 3rd quarter. We also expect
very strong year-end earnings and results. Our legal department is actively
working on making Rbid.com a fully reporting company with the ultimate goal of
being listed on a major exchange by the 3rd fiscal quarter in order to become a
major player in the Internet e-commerce market". As an established Internet
service provider in the US, Rbid.com's Internet SuperSite and complete marketing
system is the world's first complete Web services and e-commerce solutions under
"one-roof." The Rbid Online Auction scheduled to fully debut on May 15,1999 will
offer merchants as well as customers a powerful avenue to move a large volume of
products and services on a "no up-front" fee basis (www.rbid.com). Merchants
have immediately embraced this new Internet marketing concept because of its
powerful store design capabilities that allow any merchant or business owner to
build and host a professional-looking web store in minutes that includes E-
commerce solutions and all security features for under $500. For more
information contact: Michelle Sukhov Esq. of Rbid.com Inc., Laguna Hills, CA.,
Phone (949) 470-4550, Email: [email protected]; or for Investors Questions: Mr.
Michael Behringer of Market Pulse, Phone (716) 256-6498, Fax (716) 256-6231,
[email protected].

8
<PAGE>

RBID.COM LAUNCHES ITS ONLINE AUCTION SITE TO
COMPLIMENT ITS_
PR Newswire_
May 21 1999 8:53AM ET
World's First
Complete E-Commerce Solution SuperSite
LAGUNA HILLS, Calif., May 21 /PRNewswire/ -- Rbid.com, Inc. (OTC Bulletin Board:
RBID), is pleased to announce the official opening of its Rbid.com Auction site
(www.rbid.com) and national marketing/advertising campaign. The effective launch
of the Rbid Auction house allows hundreds of merchants from the Rmall
(www.rmall.com) as well as individuals to list unlimited number of products with
visual photos on a no up-front fee basis. The Rbid Auction will include a
revolutionary built in escrow account that allows everyone to safely bid, buy
and sell online with the peace of mind that the funds and items sold will be
safely handled throughout the auction process. With the Rbid.com SuperSite
marketing concept including Online Shopping Mall, Auction House, Classifieds
Advertising and Internet Access Services, the company is currently engaged in
the production and implementation of a national media marketing campaign that
includes Internet banner advertising and national TV / Radio infomercials. The
recent marketing agreements with Mr. Lawrence Thompson and VHS Direct is a
powerful combination that will help reach millions of consumers to build a
strong name brand recognition. The Internet e-commerce is currently generating
about $10 billion annually and will increase to over $200 billion in the coming
few years. With the development of the Rbid SuperSite marketing concept, small
to medium sized businesses as well as entrepreneurs can now share in the fast
growing and lucrative e-commerce market set up by Rbid. Rbid's President and CEO
Mr. Peter J. Ferras explains: "We are very exciting about the launch of the Rbid
Auction house as we complete our product lines and the Internet's first
SuperSite. The completion of the Auction house makes Rbid a powerful competitive
force in the Internet e- commerce world. Our unique web store development
engines allow any merchant to build a professional looking web store with full
e-commerce solutions in minutes with direct access to the Rbid Auction to
continuously channel and sell their products with little effort. As part of our
strategic plan to compete on a global scale, Rbid is currently engaged in
negotiations with top legal and accounting firms to make Rbid a fully listed
company on a major exchange. Certain statements contained herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such Statements include, without
limitation, statements regarding business and financing plans, business trends
and future operating revenues and expenses. Although the Company believes that
the expectations reflected in such statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the Company's ability to fully implement
its business plan, may vary. SOURCE Rbid.com, Inc. -0- 05/21/99 /CONTACT:
Michelle Sukhov Esq. of Rbid.com Inc., 949-470-4550, [email protected]; or
Investors Questions: Michael Behringer of Market Pulse, 716-256-6498, Fax:
716-256-6231, [email protected]/ /Web site: http://www.rmall.com/ /Web site:
http://www.rway.net/ /Web site: http://www.rbid.com/ (RBID) CO: Rbid.com, Inc.
ST: California IN: MLM TLS SU: PDT -0- May/21/1999 8:38 EOS (PRN) May/21/99
08:38 86 _ -0- (PRN) May/21/1999 8:53 _ r

9
<PAGE>

LAGUNA HILLS, Calif., June 2 /PRNewswire/ -- Rbid.com, Inc. (OTC Bulletin Board:
RBID), Rbid.com is pleased to announce that it has pioneered a technology that
will revolutionize the auction and e-commerce industry. It has just completed
and tested the development of its technologically advanced, yet simple to use
3-dimensional graphics interface -- which will be implemented into its
Supersite. It is the industry's first in such an application and with it,
Rbid.com will change the way people buy and shop on the Internet forever. Rbid
Auction members and Rmall merchants will have the power to use this technology
to present or view products of interest in a 3-dimensional, rotating manner.
This feature will lead to a better appreciation of the product being looked at
(1-dimensional views, found on other e-commerce web sites, provide a limited
scope and offer a limited appreciation). In addition, this powerful feature will
also provide a value-added benefit to those using it -- as it will deliver an
added punch and create more mass appeal to potential consumers (and respectively
merchants) for products found on Rbid's Supersite. With the advent of this
technological integration, Rbid.com has changed the rules of online e-commerce
- -- for good. For the better. Rbid.com is a fast growing e-commerce company with
the world's first Internet Supersite. The company's dynamic Supersite includes:
its online auction, shopping mall, ISP service, chat forum, e-mail service and
now, an even more powerful search portal -- all under the R-World umbrella of
products. It is this synergy between the company's varied sites that makes
Rbid.com unique in the Internet Marketplace. Rbid.com, in relation to
value-added services, is also pleased to announce that it has supplemented its
Supersite concept with the addition of a more powerful Search Portal webpage. It
incorporates several improvements from the company's previous offering --
thereby providing much greater value to the company's users; as many more links
and a more powerful search filter and integrated engine were added
http://www.rbid.com/rbidmain.htm Jim Ferras, President and CEO comments: "We
want to become the Internet's one stop destination for all Internet needs. We
have been working around the clock to accomplish this very goal, as satisfying
the needs of our customers is very important to us. We look forward to sharing
with our shareholders many new and exciting developments that are currently
being finalized in the near future. Promotional Banner ads are also set to begin
rolling out today (with a massive impression proliferation campaign to be
followed up on several major portals and other highly-popular web sites in the
days, weeks and months to come) as we are now prepared to announce that Rbid.com
and its Supersite are ready for the world. Today will signal the start of our
aggressive national promotional and marketing campaign as we are now ready to
help make Rbid a household name." Certain statements contained herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such Statements include, without
limitation, statements regarding business and financing plans, business trends
and future operating revenues and expenses. Although the Company believes that
the expectations reflected in such statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the Company's ability to fully implement
its business plan, may vary. SOURCE Rbid.com, Inc. -0- 06/02/99 /CONTACT:
Michelle Sukhov Esq. of Rbid.com Inc., 949-470-4550, [email protected]; or
Investors: Mr. Michael Behringer of Market Pulse for Rbid.com Inc.,
716-256-6498, Fax: 716-256-6231, [email protected]/

10
<PAGE>

LAGUNA HILLS, Calif., June 15 /PRNewswire/ -- Rbid.com, Inc. (OTC Bulletin
Board: RBID) is pleased to announce our new alliance with Concentric Network
Corporation (Nasdaq: CNCX), a market leader in providing high-performance,
value-added, secure, and highly reliable Internet Protocol based network
services. Industry giants like: Microsoft, Netscape, Bloomberg, Intuit, and
WebTV all use Concentric's network services because they provide unsurpassed
reliability and superior performance distinctions. This alliance will allow
Rbid.com to provide all of its customers and merchants with highly reliable,
fast data access through the use of Concentric's multiple OC 3 Internet
connections to handle our anticipated millions of shoppers, online auction
bidders and visitors. Concentric's network architecture is based on Super Points
of Presence (SuperPOPs), an advanced, geographically-dispersed ATM and frame
relay backbone, and distributed data centers which enable high functionality,
low/fixed latency, high throughput, and superior reliability to support a wide
range of applications. Rbid.com is an Internet company offering a myriad of
highly-developed and integrated Internet sites that include an Online Shopping
Mall, Online Auction House, Classifieds Advertising section and complete
Internet Access services all under the "R-World" SuperSite umbrella
(http://www.rbid.com ) family of products and services. Peter J. Ferras, CEO of
Rbid states: "We are honored to have joined forces with Concentric Network
Corporation as we get ready to launch our national and International marketing
blitz. Our recent delays and challenges with the previous network provider was a
good motivation to choose Concentric Networks which is a world leader with
almost 0% downtime in the past several years. The Rbid.com SuperSite marketing
concept is hailed by many retail customers and businesses as the ultimate
expression of true e- commerce at its best. Due to strong demands, we recently
opened a satellite office in Honolulu to handle the thousands of local merchants
there now embracing our SuperSite concepts. We are also finalizing details on
our entire sites that will streamline every process which is a major step
towards making Rbid.com the premier internet- commerce site offering an entire
spectrum of internet services and offerings. We are bullish about our future and
are now making the necessary investments to ensure our position in the
marketplace". Certain statements contained herein contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such Statements include, without limitation, statements
regarding business and financing plans, business trends and future operating
revenues and expenses. Although the Company believes that the expectations
reflected in such statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements are typically
identified by the words: believe, expect, anticipate, intend, and similar
expressions which, by their nature, refer to future events. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance, and that the actual results of factors,
including, but not limited to, the Company's ability to fully implement its
business plan, may vary. SOURCE Rbid.com, Inc. -0- 06/15/99 /CONTACT: Michelle
Sukhov Esq. of Rbid.com, Inc., 949-470-4550, [email protected]; or Investors,
Mr. Michael Behringer, Market Pulse, 716-256-6498, fax 716-256-6231,
[email protected], for Rbid.com, Inc./

11
<PAGE>

LAGUNA HILLS, Calif.--(BUSINESS WIRE)--July 29, 1999--Rbid.com Inc. (OTC
BB:RBID-news) Thursday announced that the long-awaited rHomeGuide, rAutoMall and
rFreeAds Classified sections is to launch the week of Aug. 2, 1999 to Aug. 6,
1999. Over the past year, Rbid.com has developed strong industry contacts and
key relationships with major advertisers, that have laid the foundation for what
is to be the most exciting spectacle found on the Internet. Rbid.com is a fast
growing e-commerce driven company offering the world's first Supersite.
Currently, the company's dynamic Supersite includes a(n): online auctions (with
a user interface providing unparalleled user friendliness and Web site
navigation), online-shopping mall, R-mall shopping Mall (with industry giants
like Dell, Disney and JCPenney already signed), ISP service, chat forum, free
e-mail service, and a powerful search portal search page -- all under the
R-World umbrella of products. The company is now ready to integrate its
rHomeGuide, rAutoMall and rFreeAds classified advertising section into its
existing Supersite. This will not only break standards previously created in the
industry, but also place Rbid.com in a position of exponential growth and
revenue potential. Rbid.com's rHomeGuide will be a multi-platform that will
cover the entire real estate sector. Users of the site, from the everyday home
owner searching for a home or home-related items online, to brokers, agents and
the like, if it is home or home-related, this site is an ideal section to find
and create property listings and other home-related information. From homes to
tax-saving tips, from property or rental insurance, to home services companies
such as plumbing or roofing -- it will all be found at the site. The rHomeGuide
will be the most powerful and informationally diverse Web site pertaining to
this sector of its kind. And any users of the site can list any number of
listings for free. That is the power of Rbid.com's position. It will allow for a
huge drawing power to be created and a strong site loyalty for the company.
Moreover, key industry statistics and demographics will be charted and mapped
and a revenue stream via banner advertisements will also be reflected in this
dynamic Web site. Rbid.com's rAutoMall section will also seek to establish
industry dominance in the automobile and related sectors. From exotic car
enthusiasts to people seeking practicality in an automobile, if it's car
related, the rAutoMall will surely meet everyone's needs. Whether it is car
dealers or private consumers, anyone will be able to list and purchase an
unlimited number of automobile(s) or related items on this site for free. It is
the synergy of the Supersite with the free service offerings that the position
of strength and brand loyalty begins to be understood for Rbid.com. Currently
Rbid.com has negotiated and inked the participation of several national and
regional car dealerships onto the rAutoMall Web site. Rbid.com is also planning
on deriving revenue from banner ad arrangements and many top name companies
including the "Big Three" have already expressed their interest in advertising
on the upcoming site. To round out the online advertisement spectrum, the
rFreeAds classified section will take the tremendous popularity of
newspaper-related classified ads and bridge it with the power of the Internet
and bring the concept to new heights online. The rFreeAds section will provide a
huge selection of categories and product items available for consumers and
aficionados alike to buy and sell anything over the power and reach of the World
Wide Web. An abundance of links and a user-friendly interface loaded with
classified- related information will also grace the rFreeAds site and facilitate
what the company believes will be the "ultimate online advertising experience."
The company will strive to make this so much more than just an average
classifieds section. Several major companies have also expressed a strong
interest to post paid advertisements (a revenue source for Rbid) in its rFreeAds
section. Peter J. Ferras, president and chief executive officer explained: "We
are truly breaking new ground here that will set a blistering pace for others to
follow, while we lead. With these three new additions to the Supersite, Rbid.com
will not only position itself to dominate the online industry in the future, but
also to be a company that will create a strong amount of advertising-generated
revenues -- all the while allowing our users to use our services for free. We
have managed to create a level of perfect equilibrium in our business model that
encourages its own growth." Certain statements contained herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such statements include, without
limitation, statements regarding business and financing plans, business trends
and future operating revenues and expenses. Although the company believes that
the expectations reflected in such statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The company cautions investors that any forward-looking statements made by the
company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the company's ability to fully implement
its business plan, may vary.

12
<PAGE>

Jul 29 1999 9:03AM ET
JCPenney, Disney and The Sharper Image
Business Editors, Technology Writers
LAGUNA HILLS, Calif.--(BUSINESS WIRE)--July 29, 1999--Rbid.com, Inc. (OTC
BB:RBID - news) is very pleased to formally announce that it has entered into an
affiliates network with industry giants Dell (Nasdaq:DELL news), JCPenney
(NYSE:JCP), and Walt Disney Co (NYSE:DIS). Rbid.com is initiating these efforts
to strengthen the prominence of its R-mall online shopping mall to compete more
directly with other companies such as IMALL INC (Nasdaq:IMAL) and AltaVista's
Shopping.com. The affiliation of these retail powerhouses, that offer our
customers incredible discounts and rebates, is vital in positioning R-mall as a
major online force in the world of online shopping. In addition, this is only
the mere beginning for R-mall. In the coming weeks and months we will welcome
other large retailers, thereby further offering R-mall shoppers the best value
and selection on the Web. Mr. Jim Ferras, President and CEO states: "The
introduction of these industry behemoths into the R-mall is an important step
forward for the company. In addition to these key affiliations, R-mall provides
a strong competitive advantage for Rbid.com over our competitors, with potential
reaching beyond these affiliations -- as large as they are. It is true that the
competitive strength of R-mall is in our unique and powerful ability to attract
hundreds and thousands of small to medium-sized merchants. These merchants will
be ready to do business in R-mall as smaller-scale partner affiliates and will,
in collaboration with the larger retailers, provide an unparalleled diversity
and selection of goods and services for our customers. These smaller-scale
merchants are a perfect compliment to the larger retailers and it is through
this unique offering that the R-mall will establish itself as a leader in the
field. R-mall will be a one-stop shopping experience -- securely catering to
even the most discriminating shopper." R-mall will soon launch several powerful
e-commerce web-building (store- development) engines that will foster the
placement of a large number of merchant stores, with full e-commerce functions
and security features, into R-mall. It is true that Rmall's powerful
web-development engines will allow any size merchant to build a professional
looking web site in minutes. These professional looking sites will allow R-mall
to rival even some of the best looking sites on the Net. From industry giants
like Dell and Disney to smaller- scale specialty stores -- R-mall will have it
all. The company currently has many requests and orders from merchants all over
the country to build their sites and to bring them on board with Rbid.com.
Increasing our customer database and maintaining their loyalty will be at the
heart of Rbid.com's efforts in becoming a successful e- commerce leader.
Rbid.com's niche market is simple. The company will bring on board large numbers
of merchant retailers; offering them complete Web services, including Internet
connectivity and email, Web development services, an Online auction to easily
sell their products, Classifieds advertising and search engine registration
services for increased traffic and exposure. Each R-mall merchant has full
tracking and reporting capabilities of each and every order, sale, and escrow
transaction (including detailed web visitor charts) at their fingertips. We are
also positioning Rbid.com to enter the lucrative International markets in the
near future by developing our Internet e-commerce products to be multilingual
with currency exchange features. Mr. John Horne, Vice President states: "The
growing Internet e-commerce world is at its infancy stage. Our vision is long
term and I truly feel that Rbid.com is at the beginning of a long and prosperous
journey, offering quality products and services that will set new standards for
others to follow. We are confident in our progress and very much look forward to
our future. " Rbid.com can be found at: http://www.rbid.com. Certain statements
contained herein contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
Statements include, without limitation, statements regarding business and
financing plans, business trends and future operating revenues and expenses.
Although the Company believes that the expectations reflected in such statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by the words:
believe, expect, anticipate, intend, and similar expressions which, by their
nature, refer to future events. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance, and that the actual results of factors, including, but not limited
to, the Company's ability to fully implement its business plan, may vary.

13
<PAGE>

LAGUNA HILLS, Calif., July 30 /PRNewswire/ -- Rbid.com Inc. (OTC Bulletin
Board: RBID) is pleased to announce the long-awaited rHomeGuide,
rAutoMall and rFreeAds Classified sections is to launch the week of Aug. 2,
1999 to Aug. 6, 1999.

Over the past year, Rbid.com has developed strong industry contacts and key
relationships with major advertisers that have laid the foundation for what is
to be the most exciting spectacle found on the Internet. Rbid.com is a fast
growing e-commerce driven company offering the world's first Internet SuperSite.
Currently, the company's dynamic SuperSite includes a(n): online auctions (with
a user interface providing unparalleled user friendliness and Web site
navigation), online-shopping mall, R-mall (with industry giants like Dell,
Disney and JCPenney already signed), ISP service, chat forum, free e-mail
service, and a powerful search portal search page -- all under the R-World
umbrella of products.

The company is now ready to integrate its rHomeGuide, rAutoMall and rFreeAds
classified advertising section into its existing SuperSite. This will not only
break standards previously created in the industry, but also place Rbid.com in a
position of exponential growth and revenue potential.

Rbid.com's rHomeGuide will be a multi-platform that will cover the entire real
estate sector. Users of the site, from the everyday home owner searching for a
home or home-related items online, to brokers, agents and the like, if it is
home or home-related, this site is an ideal portal to find and create property
listings and other home-related information.

From homes to tax-saving tips, from property or rental insurance, to home
services companies such as plumbing or roofing -- it will all be found at the
rHomeGuide site.

The rHomeGuide will be the most powerful and information rich Web site
pertaining to this sector of its kind. And any users of the site can list any
number of listings for free. That is the power of Rbid.com's position.

It will allow for a huge drawing power to be created and a strong site loyalty
to be established for the company. Moreover, key industry statistics and
demographics will be charted and mapped and a revenue stream via banner
advertisements will also be reflected in this dynamic Web site.

Rbid.com's rAutoMall Web site will also seek to establish industry dominance in
the automobile and related sectors. From exotic car enthusiasts to people
seeking practicality in an automobile, if it's car related, the rAutoMall will
strive to meet everyone's needs.

Whether it is car dealers or private consumers, anyone will be able to list and
purchase an unlimited number of automobile(s) or related items on this site for
free. It is the synergy of the SuperSite with the free service offerings that
the position of strength and brand loyalty begins to be understood for Rbid.com.

Currently Rbid.com has negotiated and inked the participation of several
national and regional car dealerships onto the rAutoMall Web site. Rbid.com is
also planning on deriving revenue from banner ad arrangements and many top name
companies including the "Big Three" have already expressed their interest in
advertising on the upcoming site.

To round out the online advertisement spectrum, the rFreeAds classified section
will take the tremendous popularity of newspaper-related classified ads and
bridge it with the power of the Internet and bring the concept to new heights
online. The rFreeAds section will provide a huge selection of categories and
product items available for consumers and aficionados alike to buy and sell
anything over the power and reach of the World Wide Web.

An abundance of links and a user-friendly interface loaded with classified
ads-related information will also grace the rFreeAds site and facilitate what
the company believes will be the "ultimate online classifieds advertising
experience." The company will strive to make this so much more than just an
average classifieds section. Several major companies have also expressed a
strong interest to post paid advertisements (a revenue source for Rbid) in its
rFreeAds section.

Mr. Peter J. Ferras, President and CEO explained: "We are truly breaking new
ground here that will set a blistering pace for others to follow, while we lead.
With these three new additions to the SuperSite, Rbid.com will not only position
itself to dominate the online industry in the future, but also to be a company
that will create a strong amount of advertising-generated revenues - - all the
while allowing our users to use our services for free. We have managed to create
a level of perfect equilibrium in our business model that encourages its own
growth."

For more information contact: Rbid.com Inc., Laguna Hills, CA, Phone (949)
470-4550, Investor Relations, Email: [email protected]; or Investors
Questions: Market Pulse, Mr. Michael Behringer, Phone (716) 256-6498 Fax
(716) 256-6231, [email protected]

Certain statements contained herein contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Such statements include, without limitation, statements regarding business
and financing plans, business trends and future operating revenues and expenses.
Although the company believes that the expectations reflected in such statements
are reasonable, it can give no assurance that such expectations will prove to be
correct. Forward-looking statements are typically identified by the words:
believe, expect, anticipate, intend, and similar expressions which, by their
nature, refer to future events. The company cautions investors that any
forward-looking statements made by the company are not guarantees of future
performance, and that the actual results of factors, including, but not limited
to, the company's ability to fully implement its business plan, may vary. SOURCE
Rbid.com Inc.

14
<PAGE>

================================================================================
RBID.COM INKS PARTNER DEAL WITH MAJOR LONG-
================================================================================

LAGUNA HILLS, Calif.--(BUSINESS WIRE)--August 6, 1999-- rFreeAds Classifieds set
to launch today, rAutoMall, rHomeGuide to follow in succession Rbid.com, Inc.
(OTC Bulletin Board:RBID) announced today that it has broadened its $50,000
contest to include eligibility to those that have successfully completed a
transaction and/or have registered, in any of the services offered via its
Internet SuperSite. We are pleased to offer this improved contest that benefits
Rbid.com's entire customer base, to include the total package of any and all of
the Internet services that may be used by them. A case in point is that
customers of the three new sites (rFreeAds, rAutoMall, rHomeGuide), to be
introduced in succession over the next three days, will now be automatically
entered for the $50,000 contest drawing. All are encouraged to witness the first
of the successive launches of the 3 new sites, "rFreeAds" by logging on to:
www.rfreeads.com at 6:00 PST Friday, August 6. This is when "rFreeAds" will be
introduced to the world. It promises to impress. Moreover, contest eligibility
will now include those customers who purchase anything through our Rmall
shopping mall. The mall has also recently strengthened its position in the
online shopping sector by adding industry giants like JCPenney (NYSE:JCP), Dell
Computers (Nasdaq:Dell) and Walt Disney Co (NYSE:DIS), to name a mere few. Our
customers are now able to obtain significant discounts and rebates by shopping
at these and many other name-brand giants and also earn a chance to win $50,000
in cash in a grand-prize drawing to occur in our Labor Day Giveaway. It is truly
a win- win situation for our customers. In this way, the entire SuperSite
creates a powerful draw for our customers and each and every customer is also
treated as an equal. In addition, users who also sign up for our free e-mail
service, rMail, will also be entered in the contest, while receiving a feature
rich, global and secure email service -- at no charge. Wide-scale promotion of
the contest and corresponding SuperSite is also set to begin in August, as the
company leads up to its Labor Day "SuperPrize" giveaway. Banner ads will resume
and the company's promised infomercial is also scheduled to be shot sometime in
August. VHS Direct, best known as creators of the infomercial for the "Ginsu
Knife," are at the helm of production. Currently, the first steps in the making
of the infomercial have just been initiated -- with professional scriptwriters
currently preparing the final script that will be used in production. President
and CEO of Rbid.com, Peter J. Ferras, states: "In rounding out our complete
SuperSite products and services, we are excited about launching our new
classifieds advertisement sites. Adding the $50,000 contest to new members/users
of the rFreeAds, rHomeGuide, rAutoMall, rMall, and rEmail will add value and
recognition to the Rbid.com family of quality Internet products and services. We
are very pleased to have arrived at what we believe will be a formula for
customer satisfaction and loyalty of our products and services. And that indeed
makes us very proud as we set out to make Rbid.com a household name." Rbid.com
can be found at: http://www.rbid.com. Certain statements contained herein
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such Statements include,
without limitation, statements regarding business and financing plans, business
trends and future operating revenues and expenses. Although the Company believes
that the expectations reflected in such statements are reasonable, it can give
no assurance that such expectations will prove to be correct. Forward-looking
statements are typically identified by the words: believe, expect, anticipate,
intend, and similar expressions which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance, and that the actual results of
factors, including, but not limited to, the Company's ability to fully implement
its business plan, may vary.

15
<PAGE>

================================================================================
RBID.COM HIRES PROMINENT LEGAL FIRM PAUL,
================================================================================

LAGUNA HILLS, Calif.--(BUSINESS WIRE)--September 13, 1999--Rbid.com, Inc. (OTC
BB:RBID - news), a dynamic company offering the users of its internet SuperSite
an unparalleled diversity of e-commerce offerings, is very pleased to announce
the integration of its powerful e-commerce store-building engine into its
online-shopping mall--the R-mall. R-mall currently has a large number of
online-anchor tenants, including PlanetRx, Dell Computer, JC Penney, The Sharper
Image, and Disney, to name a mere few. With the development of the store-builder
engine; however, R-mall's fullest potential can now be realized in terms of its
ability to attract merchant diversity and thus, the standard for e-commerce that
online shoppers have grown to expect, will have changed forever. For the better.
Designed to foster the placement of a large number and diversity of merchant
stores into the R-mall, this web-store developer will allow any merchant
interested in utilizing the power of the internet to sell goods and/or services
online, the power and e-simplicity to do so. The Rbid.com professional Web-Store
Developer (R-Store), in fact, is one of the most powerful, feature-laden,
e-commerce engines available on the Internet today--yet it has been designed to
be remarkably simple to use when building e-commerce stores. The R-Store's
user-friendly interface stems from our proprietary template-driven menu that
greatly simplifies the process; as it walks a merchant through the building of
the online store--step by step. It just does not get any easier. Its simplicity;
however, should not undermine its potent features. Full back-end management and
tracking engines, for instance, provide the R-Store owner with complete access
to on-line order processing, customer tracking and detailed site-visitor
demographics. This merchant-specific data can then be used by the merchant to
develop stronger-marketing plans and optimum-business models--thereby, allowing
the merchant the ability to dramatically improve their business. Of course, the
R-Store merchant store is built and operated in a secure-online and encrypted
environment. What's more is that merchants also have the ability to
point-and-click send their store-offered products to the Rbid Auction house for
auctioning. This is an especially powerful feature that can be used by the
merchants for slower-moving items or as an attempt to attract interest to their
R-mall store such as through a leader-price strategy, as a possible example. The
overall result in the synergy between the established-anchor tenants and the
predicted boom in smaller, more diverse tenants (generated by the R-Store
development engine) in the R-mall, will place R-Mall in an "e-class" of its own.
The R-Store service rivals even the best Internet e-commerce merchant-driven
sites, often costing customers thousands of dollars to build, host and maintain.
Rbid.com and its R-Store-development engine will allow any size merchant to
build their own online store(s) from any PC, using any standard browser and then
have it placed in the R-mall ready for e-business. In addition to building a
powerful store that is placed in the R-mall, merchants can utilize the
search-engine registration function that will allow R-Store merchants the
ability to register their e-commerce stores in over 1,000 search engines
(including Yahoo, Excite, Alta Vista, etceteras) and directories worldwide,
thereby increasing traffic to their store site. Attention drives merchant
business. This function will do just that. Rbid.com will only charge merchants a
flat rate of $29.95 a month hosting, plus 10% in escrow fees for their
professional-looking and secure e-commerce stores.
(http://www.rmall.com/merchants/) Mr. Peter J. Ferras, President and CEO
explains: "The R-Store's powerful web builder is one of the most important
product additions to Rbid.com's SuperSite-marketing concepts. It positions us in
a superior position of attracting a large number of diverse merchants in the
R-mall, which in turn will attract many customers to the R-mall in search of
this diversity and value-by-comparison. The result is that we have created a
business-model relationship that is a self-fulfilling mechanism--feeding off its
own success. Rbid.com plans on becoming a major player in the Internet's fast
growing e-commerce market. There are millions of small-to-medium-sized
businesses looking to have a strong e-commerce web presence and Rbid.com,
through its R-Store program, is strategically poised to capture a healthy
percentage of that fast growing market. As we have completed the development of
the R-Store Web-store builder program and are now able to add it to our existing
Rbid.com family of powerful Internet-related products and services, Rbid.com is
now positioned to launch its powerful SuperSite-marketing concepts on a global
scale. We will now focus our attention on finalizing the launch of an aggressive
Radio, and TV infomercial-advertising campaign--at its impetus is the attraction
of large numbers of small-to-medium-sized merchants and retail customers to the
R-mall. We are very excited about the future of Rbid.com and its SuperSite
marketing concepts". Certain statements contained herein contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such Statements include, without limitation, statements
regarding business and financing plans, business trends and future operating
revenues and expenses. Although the Company believes that the expectations
reflected in such statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements are typically
identified by the words: believe, expect, anticipate, intend, and similar
expressions which, by their nature, refer to future events. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance, and that the actual results of factors,
including, but not limited to, the Company's ability to fully implement its
business plan, may vary. Note to Editors: Rbid.com can be found at:
http://www.rbid.com/. R-mall can be found at: http://www.rmall.com/. R-store can
be found at: http://www.rmall.com/merchants.

<PAGE>

EXHIBIT 4

Patents and Copyrights, Tradenames

none
<PAGE>

EXHIBIT 5

Business Licenses

none

EXHIBIT 6

Cash Requirements For Next 12 months

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Rbid.com, Inc.
Laguna Hills, California

Stark Tinter & Associates, LLC
Englewood, Colorado
October 25, 1999

<PAGE>

Cash Requirments Oct 1999 to Sep 2000
RBID.com, Inc.
1999 2000
Oct Nov Dec Jan Feb Mar April May
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross Revenues 0 250000 250000 250000 300000 300000 350000 400000
Cost of Sales
Commissions 0 150000 150000 150000 180000 180000 210000 240000
Gross Profit 0 100000 100000 100000 120000 120000 140000 160000
General /Administrative
Advertising 0 12500 12500 12500 15000 15000 17500 20000
Bank Costs 250 250 250 250 250 250 250 250
Credit Card Services 0 3125 3125 3125 3750 3750 4375 5000
Compensation/officers 15000 15000 15000 15000 15000 15000 15000 15000
Compensation/others 20000 20000 20000 20000 20000 20000 20000 20000
Car Allowances 1500 1500 1500 1500 1500 1500 1500 1500
Federal Express 250 250 250 250 250 250 250 250
Insurance 2500 2500 2500 2500 2500 2500 2500 2500
Interest Expense 0 0 0 0 0 0 0 0
Messenger 200 200 200 200 200 200 200 200
Parking 100 100 100 100 100 100 100 100
Postage 500 500 500 500 500 500 500 500
Rent 2500 2500 2500 2500 2500 2500 2500 2500
Telephone 1200 1200 1200 1200 1200 1200 1200 1200
Taxes 2800 2800 2800 2800 2800 2800 2800 2800
Other 0 25000 25000 25000 30000 30000 35000 40000
TOTAL EXPENSES 46800 87425 87425 87425 95550 95550 103675 111800
NET INCOME -46800 12575 12575 12575 24450 24450 36325 48200

June July Aug Sept TOTAL
Gross Revenues 400000 400000 400000 400000 3700000
Cost of Sales
Commissions 240000 240000 240000 240000 2220000
Gross Profit 160000 160000 160000 160000 1480000
General /Administrativ
Advertising 20000 20000 20000 20000 185000
Bank Costs 250 250 250 250 3000
Credit Card Services 5000 5000 5000 5000 46250
Compensation/officers 15000 15000 15000 15000 180000
Compensation/others 20000 20000 20000 20000 240000
Car Allowances 1500 1500 1500 1500 18000
Federal Express 250 250 250 250 3000
Insurance 2500 2500 2500 2500 30000
Interest Expense 0 0 0 0 0
Messenger 200 200 200 200 2400
Parking 100 100 100 100 1200
Postage 500 500 500 500 6000
Rent 2500 2500 2500 2500 30000
Telephone 1200 1200 1200 1200 14400
Taxes 2800 2800 2800 2800 33600
Other 40000 40000 40000 40000 370000
TOTAL EXPENSES 111800 111800 111800 111800 1162850
NET INCOME 48200 48200 48200 48200 317150

</TABLE>

Rbid.com
(A Development Stage Company)
Notes to Financial Statements

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Net income per share

Estimates

Impairment of long-lived assets

Comprehensive Income

Note 2. STOCKHOLDERS' EQUITY

<PAGE>

Also, in 1998, the Company forward split its common stock 1,000:1, thus
increasing the number of outstanding common stock shares from 1,000 to
1,000,000 shares.

In 1998 the Company issued 5,800,000 shares of common stock for
software valued at $15,660. Prior stockholders of common stock of the
1,000,000 outstanding shares were redeemed in 1998.

In addition, the Company in 1998 issued 1,128,500 shares to consultants
for services rendered valued at $3,047.

Note 3. INCOME TAXES

Note 4. YEAR 2000

Note 5. SUBSEQUENT EVENTS

The Company entered into an operating lease for office space in July
1999. The lease has a six month term with monthly payments of $2,794.

Note 6. Commitments and contingencies

EXHIBIT 7

Employment Contracts with Registrant

Rbid.com, Inc.
(A Development Stage Company)
As of December 31, 1998
and for the years ended
December 31, 1998 and 1997
and for the period October 4, 1988 (Inception)
to December 31, 1998
--------------------

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October ___,
1999, by and between RBID.com, Inc., a Florida corporation (the "Company"), and
Klaus Bartak, (the "Executive").

R E C I T A L S:
----------------

THEREFORE, In consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:

A. The Company recognizes that the Executive's contributions to the
growth and success of the Company has been substantial and desires to assure
itself of Executive's continued service.

B. The Board of Directors of the Company (the "Board") has determined
that it is in the best interest of the Company and its stockholders to assure
that the Company will have the continued dedication of the Executive.

C. The Executive agrees to continue to serve as an executive employee
of the Company in the capacity of President of Sales and Marketing.

A G R E E M E N T
-----------------

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Term of Agreement. This Agreement shall commence on the
date hereof and shall expire on the second (2nd) anniversary of the Effective
Date hereof; provided, further, that this Agreement may be terminated prior to
such second anniversary pursuant to the terms of this Agreement. Unless the
Company or Executive gives written notice to the other party at least ninety
(90) days before the expiration of this Agreement, this Agreement's Employment
Period shall be extended for an additional term of one (1) year. This
Agreement's Employment Period shall include any automatic extensions pursuant to
the preceding sentence.

2. Terms of Employment.

(a) Employment. Subject to earlier termination as
provided in this Agreement, the Company hereby agrees to continue the Executive
in its employ as the President for the period commencing on the Effective Date
and ending upon the second anniversary of the Effective Date (the "Employment
Period").

(b) Termination. The Employment Period will continue
until the first to occur of: (i) the second anniversary of the Effective Date;
(ii) Executive's death or Disability; (iii) Executive's resignation for Good
Reason; (iv) termination of the Executive's employment by the Board for Cause;
(v) termination of the Executive's employment for any reason whatsoever other
than Cause.

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(c) Notice of Termination. Any termination by the
Company for Cause or by Executive for Good Reason shall be communicated by
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a written notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provisions so indicated.

(d) Date of Termination. "Date of Termination" shall
mean the date specified in the Notice of Termination where required or in any
other case upon ceasing to perform services to the Company; provided that if,
within fifteen (15) days after any Notice of Termination, one party notified the
other party that a dispute exists concerning the termination, the Date of
Termination shall be the date finally determined to be the Date of Termination,
either by mutual written agreement of the parties or by a binding and final
arbitration award.

(e) Duties During Employment Period.

(1) During the Employment Period, the Executive's
position, including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised or assigned
at any time during the ninety (90)-day period immediately preceding the
Effective Date.

(2) During the Employment Period, and excluding any
periods of illness or vacation to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and its Affiliates and, to the extent
necessary to discharge the responsibilities assigned to the Executive hereunder,
to use the Executive's reasonable best efforts to perform faithfully and
efficiently such responsibilities. During the Employment Period, it shall not be
a violation of this Agreement for the Executive to (A) serve on corporate, civic
or charitable boards or committees as reasonably approved by the Board, (B)
deliver lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage Personal investments (not to exceed five percent
[5%] of any Person), so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood and agreed
that to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive's performance to this Company.

3. Benefits Upon Termination of Employment. Upon
termination of the Employment Period for the reasons set forth below, Executive
shall be entitled to the following benefits (and such benefits shall be
Executive's sole remedy against the Company):

(a) Expiration of Employment Period, Death,
Disability or Retirement. If the Employment Period terminates pursuant to
clauses (i) or (ii) of paragraph 2(b) hereof, Executive's benefits shall be
determined (as applicable) in accordance with the Company's retirement,
survivor's benefits, insurance and other applicable programs and plans then in
effect.

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(b) Termination With Cause. If the Employment Period
terminates pursuant to clause (iv) of 2(b) hereof, the Company shall pay
Executive his or her full Base Salary through the Date of Termination at the
rate in effect on the Date of Termination, plus all other amounts to which
Executive is entitled under any compensation plan of the Company at the time
such payments are due.

(c) Termination Without Cause; Resignation for Good
Reason. If the Employment Period terminates pursuant to clauses (iii) or (v) of
paragraph 2(b) hereof, Executive shall be entitled to all of the benefits
provided below:

(1) The Company shall pay Executive his or her full
Base Salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given.

(2) For a ninety (90)-day period after such
termination, the Company will arrange to provide to Executive at the Company's
expense with benefits under (or substantially similar to) the Company's medical
plans in existence on the Date of Termination (including, if applicable, the
Company's Executive Medical Program); provided further that benefits otherwise
receivable by Executive pursuant to this clause (2) shall be reduced to the
extent comparable benefits are actually received by Executive from any
collateral source (i.e., personal insurance, other employment benefits, etc.)
during such ninety (90)-day period, and any such benefits actually received by
Executive shall be reported by Executive to the Company.

(3) For a ninety (90)-day period after such
termination, the Company will arrange to provide to Executive at the Company's
expense with continued benefits under the Company's group life insurance plan in
existence on the Date of Termination; provided that if the Company's insurers
refuse to continue to provide coverage of Executive in the group plan at rates
not in excess of twice the rate paid for Executive's coverage immediately prior
to the Date of Termination, then in lieu of such continued group life insurance
benefits, the Company shall pay Executive, in a lump sum on the Date of
Termination, an amount equal to twice the rate paid for Executive's coverage
immediately prior to the Date of Termination.

(4) The Company and the Executive agree that it will
be difficult if not impossible to determine the amount of Executive's damages in
the event of a material breach by the Company of its obligations hereunder,
including a termination of the Executive other than for Cause, because of the
difficulty of quantifying the value of Executive's opportunity to earn bonuses
of common stock hereunder, as well as the value that such stock would have in
the future. Therefore, Executive shall be entitled to receive as liquidated
damages a one-time cash payment of $1,000,000.00, less any payroll taxes which
are required to be withheld from such payment, which shall be in compensation
for the Base Salary, benefits, and potential for stock bonuses.

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(d) Mitigation. Executive shall not be required to
mitigate the amount of any payment provided for in this paragraph 3 by seeking
other employment or otherwise, nor shall the amount of any payment provided for
in this paragraph 3 (except as expressly provided in clause (2) of paragraph
3(c) hereof) be reduced by any compensation or benefits received by Executive as
the result of employment by another employer after the Date of Termination or
otherwise.

4. Base Salary.

During the term of this Agreement, Company agrees to pay Executive a
Base Salary of $250,000.00 per year. The Base Salary shall be payable in equal
bi-weekly installments subject to all applicable withholdings and deductions.
The Base Salary payable to Executive under this Agreement shall be subject to
yearly increases at a rate of ten percent (10%) of the previous year's Base
Salary. Notwithstanding the foregoing, the Executive shall not be entitled to
any salary until such time as the Escrow under the Stock Purchase Agreement to
which this Agreement is an Exhibit "F" shall have Closed, as defined by said
agreement, or said agreement is terminated.

5. Stock Options.

In addition to the Base Salary provide for above, Company herewith
grants to Executive a restricted stock option (the "RSO") to acquire shares of
common stock of Company. The RSO shall be require Executive to pay the sum of
One Dollar ($1.00) per share, which the Board of Directors of Company has
determined to equal the fair market value of the common stock of Company on the
date of this Agreement. The RSO is subject to substantial restrictions and risk
of forfeiture as defined by Section 83 of the Internal Revenue Code of 1986, as
amended. Executive shall only be able to exercise the RSO for a period of two
(2) years from the date of this Agreement. The RSO may be exercised by Executive
in accordance with the following benchmarks: (i) When gross sales of Company
reach $10,000,000 for any twelve (12) month period during the term of this
Agreement, Executive may acquire 250,000 shares of Company's common stock; (ii)
When gross sales of Company for any twelve month period during the term of this
Agreement is greater than $50,000,000, but less than $100,000,000, Executive may
acquire an additional 250,000 shares of Company's common stock; (iii) When gross
sales for any twelve month period equals $100,000,000 or more, for any twelve
month period during the term of this Agreement, Executive may acquire an
additional 500,000 shares of Company's common stock. In no event shall the
number of shares of Company common stock which Executive may acquire exceed One
Million (1,000,000) shares. After Executive has obtained the right to acquire
1,000,000 shares of common stock of the Company, Executive shall have the right
to acquire additional shares of common stock of Company. Executive shall have
the right to acquire One Hundred Thousand (100,000) shares of Company common
stock for each $50,000,000 in gross sales for any twelve month period during the
term of this Agreement. The option price per share shall also be $1.00. To
exercise the option granted Executive by Company, Executive shall serve written
notice upon Company of the intent to exercise the option and shall tender
payment to the Company at the time of the notice of exercise. In the event that
Company shall not attain the gross receipts required in order for Executive to
acquire the shares of common stock within the time periods set forth in this
Agreement, the option granted Executive shall lapse, terminate and be of no
further force or effect.

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6. Other Compensation

During the term of this Agreement, Executive shall be entitled to
receive all other benefits of employment generally available to other executive
and managerial employees, including medical, dental, vision, and disability
insurance benefits, and participation in Company's pension plan and
profit-sharing plan, if any.

Executive shall be entitled to a four (4) week paid vacation each year
commencing on the date of this Agreement.

During the term of this Agreement, Company shall furnish Executive with
the total sum of $1,000.00 per month automobile and cellular telephone
allowance.

During the term of this Agreement, Company shall maintain a
$1,000,000.00 annual term life insurance policy payable to the Executive's
beneficiary designation.

7. Confidential Information. Executive acknowledges that the
Trade Secrets obtained by him during the Employment Period and during his
employment with the Company and its Affiliates prior to the Effective Date
concern the business or affairs of the Company and its Affiliates. Therefore,
Executive agrees that he will not disclose to any unauthorized Person or use for
his own account any of such trade secrets without the Board's written consent,
unless and to the extent that a Trade Secret becomes generally known to and
available for use by the public other than as a result of Executive's acts or
omissions to act. Executive agrees to deliver to Company at the termination of
the Employment Period, or at any other time the Company may request, all
memoranda, notes, plans, records, reports and other documents (and copies
thereof) relating to the business of the Company and its Affiliates which he may
then possess or have under his Control. Disclosure or use by the Executive of
such Trade Secrets shall not be precluded if such disclosure or use is in
response to a valid order of a court or other governmental body of the United
States or any political subdivision thereof, or, if in the written opinion of
counsel reasonably acceptable to the Company, is required by law or is necessary
to establish rights under this Agreement. Notwithstanding the foregoing, the
terms of this paragraph 7 shall not apply if Executive is terminated without
Cause or resigns for Good Reason as defined in clause (5) of the definition of
"Good Reason."

8. Inventions and Patents.

(a) Executive agrees that all Inventions,
innovations or improvements of a proprietary nature in the Company's or any of
its Affiliates' methods of conducting their business (including new
contributions, improvements, ideas and discoveries, whether patentable or not)
("Inventions") conceived or made by him during his employment pursuant to this
Agreement or prior employment with the Company belong to the Company. Executive
will promptly disclose such Inventions, innovations or improvements to the Board
and perform, at the sole cost and expense of the Company, all actions reasonably
requested by the Board to establish and confirm such ownership by the Company.
Notwithstanding the foregoing, the terms of this subparagraph 8(a) shall not
apply if Executive is terminated without Cause or resigns for Good Reason as
defined in clause (5) of the definition of "Good Reason."

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(b) California Employee Patent Act Notification.
In accordance with ss.2872 of the California Employee Patent Act, West's Cal.
Lab. Code ss.2870 et seq., Executive is hereby advised that subparagraph 8(a)
does not apply to any invention, new development or method (and all copies and
tangible embodiments thereof) made solely by Executive for which no equipment,
facility, material, Trade Secrets or Inventions of the Company or its Affiliates
was used and which was developed entirely on Executive's own time; provided,
however, that subparagraph 8(a) shall apply if the invention, new development or
method (i) relates to the Company's or any of its Affiliate's actual or
demonstrably anticipated businesses or research and development, or (ii) results
from any work performed by Executive for the Company or any of its Affiliates.

9. Non-Solicitation.

(a) Employees. Executive agrees that during the
Employment Period and for one (1) year thereafter, he and all Persons under his
Control will not knowingly, either directly or indirectly, for himself or for
any other Persons (i) call on, solicit, or take away, or attempt to call on,
solicit or take away any Person then employed by the Company and/or its
Affiliates or (ii) employ any employee of the Company and/or its Affiliates who
voluntarily terminates such employment until three (3) months have passed
following termination of such employment. Notwithstanding the foregoing, the
terms of this subparagraph 9(a) shall not apply if Executive is terminated
without Cause or resigns for Good Reason as defined in clause (5) of the
definition of "Good Reason."

(b) Customers. Executive agrees that during the
Employment Period and for one (1) year thereafter, he and all Persons under his
Control will not knowingly, directly or indirectly, for himself or for any other
Person, call upon, solicit, or take away a Person who is then, or during the
immediately preceding year was, a customer of the Company and/or its Affiliates,
or encourage any customer to curtail its business with the Company and/or its
Affiliates, or to attempt to do any of the foregoing. Notwithstanding the
foregoing, the terms of this subparagraph 9(b) shall not apply if Executive is
terminated without Cause or resigns for Good Reason as defined in clause (5) of
the definition of "Good Reason."

(c) Non-Competition. Executive agrees that
during his employment hereunder and for one (1) year thereafter, he and all
Persons under his Control will not engage world-wide, directly or indirectly,
for himself or for any other Person, in any business which competes with the
business of the Company or its Affiliates as such business (including but not
limited to, classifieds e-commerce, setting up and/or selling of malls, auction
houses, supersites, internet service provider, or web design) exists up to (and
including) the date on which this Agreement expires or is terminated.
Notwithstanding the foregoing, the terms of this subparagraph 9(c) shall not
apply if Executive is terminated without Cause or resigns for Good Reason as
defined in clause (5) of the definition of "Good Reason."

(d) Blue Pencil. If, at the time of enforcement
of any provision of subparagraphs 9(a) or 9(b) above, a court holds that the
restrictions stated therein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances will be substantially for the stated period,
scope or area.

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(e) Enforcement. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this paragraph 9; therefore, in the event of a breach by
Executive of any of the provisions of this paragraph 9, the Company or its
successors or assigns may in addition to other rights and remedies existing in
its favor, apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions hereof. In order to deter and punish any breach by
Executive of this paragraph 9, the parties agree that in addition to any other
rights and remedies that the Company may have in the event that Executive
breaches paragraph 9, Executive shall pay to the Company the sum of One Million
Dollars (U.S. $1,000,000.00) as a penalty.

10. Successors and Assigns; Binding Agreement.

(a) This Agreement shall not be assignable by
the Company except pursuant to paragraph 10(b) below. This Agreement shall not
be assignable by Executive during Executive's lifetime.

(b) Upon a Change of Control, the Company will
require any successor (by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
in writing prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle Executive to terminate his employment with
the Company for Good Reason.

(c) This Agreement shall inure to the benefit of
and be enforceable, on the one hand, by the Company and its successors and
assigns pursuant to paragraph 10(b) above and, on the other hand, by the
Executive and Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amount would still be payable to Executive
hereunder if Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Executive's devisee, legatee or other designee or, if there is no such designee,
to Executive's estate.

11. Withholding. All payments to Executive pursuant to this
Agreement shall be subject to all applicable federal, state and local
withholding regulations determined by the Company's independent certified public
accountants.

12. No Inconsistent Agreements. Any and all employment,
severance or other similar agreements heretofore executed between the Company,
on the one hand, and Executive, on the other, are hereby terminated.

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13. Notices. Any notice provided for in this Agreement must be
in writing and must be either personally delivered, sent by overnight courier
(i.e., Federal Express) or mailed by first-class mail, return receipt requested,
to the recipient at the address below indicated:

To the Company:

Rbid.com, Inc.
24461 Ridge Route
2nd Floor
Laguna Hills, California 92663

To Executive:

Klaus Bartak
c/o Terry Ickowitz, Esq.
2049 Century Park East
Suite 760
Los Angeles, California 90067

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. Any
notices under this Agreement will be deemed to have been given when so
personally delivered, one (1) day after being sent by overnight courier and five
(5) days after being mailed.

14. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law. The parties agree that (i) the provisions of this Agreement
shall be severable in the event that any of the provisions hereof are for any
reason whatsoever invalid, void or otherwise unenforceable, (ii) such invalid,
void or otherwise unenforceable provisions shall be automatically replaced by
other provisions which are as similar as possible in terms to such invalid, void
or otherwise unenforceable provisions but are valid and enforceable, and (iii)
the remaining provisions shall remain enforceable to the fullest extent
permitted by law.

15. Complete Agreement. This Agreement and those documents
expressly referred to herein embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings, agreements
or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.

16. Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

17. Governing Law. All questions concerning the construction,
validity and interpretation and enforcement of this Agreement will be governed
by the internal law, and not the law of conflicts, of the State of California,
and the exclusive jurisdiction and venue for any action arising out of or
relating to this Agreement shall be the Federal and State courts in the State of
California, County of Orange, and each party hereby submits itself to the
jurisdiction of said courts.

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18. Remedies. Except when expressly provided otherwise, each
of the parties to this Agreement will be entitled to enforce his rights under
this Agreement specifically, to recover damages by reason of any breach of any
provisions of this Agreement and to exercise all other rights existing in his
favor.

19. Amendments and Waivers; Third Party Beneficiaries. Any
provision of this Agreement may be amended or waived only with the prior written
consent of the Company and Executive. The failure of any party to insist, in any
one (1) or more instances, upon performance of the terms or conditions of this
Agreement shall not be construed as a waiver or a relinquishment of any right
granted hereunder or of the future performance of any such term, covenant or
condition.

20. Arbitration. Any dispute or controversy arising under or
in connection with paragraph 2(d) of this Agreement shall be settled exclusively
in arbitration in Orange County, California by and in accordance with the rules
of the American Arbitration Association then in effect. Judgment may be entered
on the arbitrator's award in any court having jurisdiction; provided, however,
that Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

21. Definitions.

"Affiliates" shall mean, with respect to any Person,
another Person who Controls, or is Controlled by, or is under common Control
with, such first Person. Notwithstanding the foregoing, an Affiliate of the
Company shall be limited to Subsidiaries of the Company and to other Persons
engaged in one or more of the same or any similar businesses as the Company and
its Subsidiaries. Further, any Affiliate of a member of the Stockholder Group
shall include such member's Family Group.

"Agreement" means this Employment Agreement.

"Base Salary" shall mean Executive's regular
compensation before bonuses [commission] and fringe benefits.

"Board" means the Board of Directors of the Company.

"Cause" shall mean (1) the commission by Executive of
a felony, fraud, embezzlement or an act of serious moral turpitude which, in the
good faith judgment of the Board, is likely to cause material harm to the
customer relations, operations, business prospects or reputation of the Company
or any of its Affiliates, provided that in the absence of a conviction or plea
of nolo contendere, the Company will have the burden of proving the commission

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of such act by a preponderance of the evidence, (ii) the commission of any act
by Executive constituting financial dishonesty against the Company or any of its
Affiliates, provided that, in the absence of a conviction or plea of nolo
contendere, the Company will have the burden of proving the commission of such
act by a preponderance of the evidence, (iii) the repeated failure by Executive
to follow the lawful directives of the Board with respect to a matter or matters
within the control of the Executive, provided that, if such breach described in
clause (iii) may be cured by Executive, he will, subject to the following
proviso, be given written notice (a "default notice") of such breach and will be
given an opportunity to cure such breach to the reasonable satisfaction of the
Board within a reasonable period of time not to exceed thirty (30) days of
receipt of such written notice (time being of the essence with respect thereto),
and provided, further, that Executive will only be entitled to receive one (1)
such default notice during any twelve (12) month period of employment hereunder;
or (iv) the willful and material breach by Executive of the provisions of
paragraphs 2(d)(i), 5, 6 and 7 hereof, provided that, if such breach described
in this clause (iv) may be cured by Executive, he will, subject to the following
proviso, be given a "default notice" of such breach and will be given an
opportunity to cure such breach to the reasonable satisfaction of the Company
Board within thirty (30) days of receipt of such written notice (time being of
the essence with respect hereto), and provided, further, that Executive will
only be entitled to receive one (1) such default notice during each twelve (12)
month period of employment hereunder.

"Change of Control" means (i) any event (including,
without limitation, the sale or issuance of capital stock, merger,
consolidation, recapitalization, or reorganization) which results in the
Stockholder Group owning (either directly or indirectly through the ownership of
Holding or any other Person) securities with less than a majority of the
ordinary voting power of the Company or its successors or (ii) a sale of all, or
substantially all, of the consolidated assets of the Company to any Person not
Controlled by the Stockholder Group.

"Code" means the Internal Revenue Code of 1986, as
amended.

"Company" shall have the meaning set forth in the
preamble to this Agreement.

"Control" and all conjugations thereof (e.g.,
Controlled or Controlling) means the direct or indirect power or right to
Control, direct or cause the direction of the management or policies of another
Person, whether through the ownership of voting securities, by contract or
otherwise.

"Date of Termination" shall have the meaning set
forth in paragraph 2(d) of this Agreement.

"Disability" shall mean a physical or mental
Disability which shall cause the Executive to have failed to perform a
substantial portion of the services required hereunder for a period of six (6)

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consecutive months or for a period of twelve (12) months during any twenty-four
(24)-month period; provided that the Company shall provide Executive with its
written reasons which led the Board to believe that Executive had a Disability,
or if a physician selected by the Company and Executive, after examining the
Executive (and Executive agrees to submit to all such reasonable examinations),
shall determine that the Executive has suffered a physical or mental Disability
that will more likely than not prevent him from performing the services required
hereunder for a period of six (6) consecutive months or for a period of twelve
(12) months during any twenty-four (24)-month period. In the event that the
Board and the Executive cannot select an examining physician within ten (10)
days after the Board advises Executive in writing that it believes a Disability
has occurred, a physician shall be selected by the medical director of a
hospital designated by the Company which is not affiliated with the Company. The
determination of any physician hereunder shall be binding and conclusive on the
parties, and the Board may not require Executive to submit to an examination
within six (6) months after a previous examination wherein Executive was deemed
not to have a Disability.

"Executive" shall have the meaning set forth in the
preamble to this Agreement.

"Executive Medical Program" means the Company's
Executive Medical Program as in existence from time to time, whereby certain
executives (which may not necessarily include the Executive) are reimbursed for
the uninsured portion of substantially all of their medical expenses.

"Good Reason" shall mean, without Executive's express
written consent, the occurrence of any one (1) or more of the following:

(1) a reduction by the Company of
Executive's salary as in effect on the date hereof or as the same shall be
increased from time to time prior to the occurrence of a Change of Control;

(2) a material reduction by the Company
of Executive's protection under the Company-paid medical (including, if
applicable, the Company's Executive Medical Program) and group life insurance
plans;

(3) the Company requiring Executive to
be based at a location in excess of the larger territory of twenty-five (25)
miles from the location where Executive is based immediately prior to the
Effective Date;

(4) any violation by the Company of
paragraph 2(e)(1) hereof; or

(5) any violation of paragraph 10(b)
hereof.

Executive shall have the right to resign for Good Reason even if Executive is
then suffering from a Disability.

"Inventions" shall have the meaning set forth in
paragraph 8 of this Agreement.

"Notice of Termination" shall have the meaning set
forth in paragraph 2(d) of this Agreement.

"Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a governmental entity or any department or agency thereof.

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"Subsidiary" shall mean any Person which the Company
has the direct or indirect right to control, direct or cause direction of
management and policies of, whether through the ownership of voting securities,
by contrast or otherwise.

"Trade Secrets" means any information, method,
program or compilation of information which is used in the Company's or any
Affiliate's business and which is confidential and proprietary, including, but
not limited to, all lists of past, present or prospective customers or suppliers
of the Company and its Affiliates.

22. Interpretation. Unless clearly expressed to the contrary,
the words "herein," "hereof," "hereunder" and other words of similar import
refer to this Agreement as a whole, including the exhibits and schedules hereto,
as the same from time to time may be amended or supplemented and not any
particular paragraph, subparagraph or clause contained in this Agreement.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and the plural, and pronouns
stated in masculine, feminine or neuter gender shall include the masculine,
feminine and the neuter.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

"Company"

---------------------------
By:
Its:_______________________

"Executive"

/s/Klaus Bartak
---------------------------
Klaus Bartak

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EMPLOYMENT AGREEMENT
--------------------

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 20,
1999, by and between RBID.com, Inc., a Florida corporation (the "Company"), and
Horst Danning, (the "Executive").

R E C I T A L S:
----------------

THEREFORE, In consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:

A. The Company recognizes that the Executive's contributions to the
growth and success of the Company has been substantial and desires to assure
itself of Executive's continued service.

C. The Executive agrees to continue to serve as an executive employee
of the Company in the capacity of President of Sales and Marketing.

A G R E E M E N T
-----------------

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

2. Terms of Employment.

(a) Employment. Subject to earlier termination
as provided in this Agreement, the Company hereby agrees to continue the
Executive in its employ as the Chairman of the Board and Chief Executive Officer
for the period commencing on the Effective Date and ending upon the second
anniversary of the Effective Date (the "Employment Period").

(b) Termination. The Employment Period will
continue until the first to occur of: (i) the second anniversary of the
Effective Date; (ii) Executive's death or Disability; (iii) Executive's
resignation for Good Reason; (iv) termination of the Executive's employment by
the Board for Cause; (v) termination of the Executive's employment for any
reason whatsoever other than Cause.

1
<PAGE>

(c) Notice of Termination. Any termination by
the Company for Cause or by Executive for Good Reason shall be communicated by
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a written notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provisions so indicated.

(d) Date of Termination. "Date of Termination"
shall mean the date specified in the Notice of Termination where required or in
any other case upon ceasing to perform services to the Company; provided that
if, within fifteen (15) days after any Notice of Termination, one party notified
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date finally determined to be the Date of Termination,
either by mutual written agreement of the parties or by a binding and final
arbitration award.

(e) Duties During Employment Period.

(1) During the Employment Period, the
Executive's position, including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised or assigned at any time during the ninety (90)-day period immediately
preceding the Effective Date.

(2) During the Employment Period, and
excluding any periods of illness or vacation to which the Executive is entitled,
the Executive agrees to devote reasonable attention and time during normal
business hours to the business and affairs of the Company and its Affiliates
and, to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the Employment Period,
it shall not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees as reasonably approved by
the Board, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage Personal investments (not to exceed five
percent [5%] of any Person), so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities as an
employee of the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive's performance to this Company.

3. Benefits Upon Termination of Employment. Upon termination
of the Employment Period for the reasons set forth below, Executive shall be
entitled to the following benefits (and such benefits shall be Executive's sole
remedy against the Company):

(a) Expiration of Employment Period, Death,
Disability or Retirement. If the Employment Period terminates pursuant to

2
<PAGE>

clauses (i) or (ii) of paragraph 2(b) hereof, Executive's benefits shall be
determined (as applicable) in accordance with the Company's retirement,
survivor's benefits, insurance and other applicable programs and plans then in
effect.

(b) Termination With Cause. If the Employment
Period terminates pursuant to clause (iv) of 2(b) hereof, the Company shall pay
Executive his or her full Base Salary through the Date of Termination at the
rate in effect on the Date of Termination, plus all other amounts to which
Executive is entitled under any compensation plan of the Company at the time
such payments are due.

(c) Termination Without Cause; Resignation for
Good Reason. If the Employment Period terminates pursuant to clauses (iii) or
(v) of paragraph 2(b) hereof, Executive shall be entitled to all of the benefits
provided below:

(1) The Company shall pay Executive his or
her full Base Salary through the Date of Termination at the rate in effect at
the time Notice of Termination is given.

(4) The Company and the Executive agree that
it will be difficult if not impossible to determine the amount of Executive's
damages in the event of a material breach by the Company of its obligations
hereunder, including a termination of the Executive other than for Cause,
because of the difficulty of quantifying the value of Executive's opportunity to
earn bonuses of common stock hereunder, as well as the value that such stock
would have in the future. Therefore, Executive shall be entitled to receive as
liquidated damages a one-time cash payment of $1,000,000.00, less any payroll
taxes which are required to be withheld from such payment, which shall be in
compensation for the Base Salary, benefits, and potential for stock bonuses.

3
<PAGE>

(d) Mitigation. Executive shall not be required
to mitigate the amount of any payment provided for in this paragraph 3 by
seeking other employment or otherwise, nor shall the amount of any payment
provided for in this paragraph 3 (except as expressly provided in clause (2) of
paragraph 3(c) hereof) be reduced by any compensation or benefits received by
Executive as the result of employment by another employer after the Date of
Termination or otherwise.

4. Base Salary.

During the term of this Agreement, Company agrees to pay Executive a
Base Salary of $250,000.00 per year. The Base Salary shall be payable in equal
bi-weekly installments subject to all applicable withholdings and deductions.
The Base Salary payable to Executive under this Agreement shall be subject to
yearly increases at a rate of ten percent (10%) of the previous year's Base
Salary. Notwithstanding the foregoing, the Executive shall not be entitled to
any salary until such time as the Escrow under the Stock Purchase Agreement to
which this Agreement is an Exhibit "E" shall have Closed, as defined by said
agreement, or said agreement is terminated.

5. Stock Options.

4
<PAGE>

6. Other Compensation

Executive shall be entitled to a four (4) week paid vacation each year
commencing on the date of this Agreement.

During the term of this Agreement, Company shall furnish Executive with
the total sum of $1,000.00 per month automobile and cellular telephone
allowance.

During the term of this Agreement, Company shall maintain a
$1,000,000.00 annual term life insurance policy payable to the Executive's
beneficiary designation.

8. Inventions and Patents.

5
<PAGE>

9. Non-Solicitation.

6
<PAGE>

10. Successors and Assigns; Binding Agreement.

(a) This Agreement shall not be assignable by
the Company except pursuant to paragraph 10(b) below. This Agreement shall not
be assignable by Executive during Executive's lifetime.

7
<PAGE>

To the Company:

Rbid.com, Inc.
24461 Ridge Route
2nd Floor
Laguna Hills, California 92663

To Executive:

Horst Danning
c/o Terry Ickowitz, Esq.
2049 Century Park East
Suite 760
Los Angeles, California 90067

16. Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

8
<PAGE>

21. Definitions.

"Agreement" means this Employment Agreement.

"Base Salary" shall mean Executive's regular
compensation before bonuses [commission] and fringe benefits.

"Board" means the Board of Directors of the Company.

9
<PAGE>

"Code" means the Internal Revenue Code of 1986, as
amended.

"Company" shall have the meaning set forth in the
preamble to this Agreement.

"Date of Termination" shall have the meaning set
forth in paragraph 2(d) of this Agreement.

"Disability" shall mean a physical or mental
Disability which shall cause the Executive to have failed to perform a
substantial portion of the services required hereunder for a period of six (6)
consecutive months or for a period of twelve (12) months during any twenty-four
(24)-month period; provided that the Company shall provide Executive with its
written reasons which led the Board to believe that Executive had a Disability,
or if a physician selected by the Company and Executive, after examining the
Executive (and Executive agrees to submit to all such reasonable examinations),
shall determine that the Executive has suffered a physical or mental Disability
that will more likely than not prevent him from performing the services required
hereunder for a period of six (6) consecutive months or for a period of twelve

10
<PAGE>

(12) months during any twenty-four (24)-month period. In the event that the
Board and the Executive cannot select an examining physician within ten (10)
days after the Board advises Executive in writing that it believes a Disability
has occurred, a physician shall be selected by the medical director of a
hospital designated by the Company which is not affiliated with the Company. The
determination of any physician hereunder shall be binding and conclusive on the
parties, and the Board may not require Executive to submit to an examination
within six (6) months after a previous examination wherein Executive was deemed
not to have a Disability.

"Executive" shall have the meaning set forth in the
preamble to this Agreement.

"Good Reason" shall mean, without Executive's express
written consent, the occurrence of any one (1) or more of the following:

(1) a reduction by the Company of
Executive's salary as in effect on the date hereof or as the same shall be
increased from time to time prior to the occurrence of a Change of Control;

(2) a material reduction by the Company of
Executive's protection under the Company-paid medical (including, if applicable,
the Company's Executive Medical Program) and group life insurance plans;

(3) the Company requiring Executive to be
based at a location in excess of the larger territory of twenty-five (25) miles
from the location where Executive is based immediately prior to the Effective
Date;

(4) any violation by the Company of
paragraph 2(e)(1) hereof; or

(5) any violation of paragraph 10(b) hereof.

Executive shall have the right to resign for Good Reason even if Executive is
then suffering from a Disability.

"Inventions" shall have the meaning set forth in
paragraph 8 of this Agreement.

"Notice of Termination" shall have the meaning set
forth in paragraph 2(d) of this Agreement.

"Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a governmental entity or any department or agency thereof.

11
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

"Company"

---------------------------
By:
Its:_______________________

"Executive"

/s/Horst Danning
---------------------------
Horst Danning

12
<PAGE>

EMPLOYMENT AGREEMENT
--------------------

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of November 1,
1999, by and between RBID.com, Inc., a Florida corporation (the "Company"), and
Peter James Ferris, (the "Executive").

R E C I T A L S:
----------------

THEREFORE, In consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:

A. The Company recognizes that the Executive's contributions to the
growth and success of the Company has been substantial and desires to assure
itself of Executive's continued service.

C. The Executive agrees to continue to serve as an executive employee
of the Company in the capacity of President of Sales and Marketing.

A G R E E M E N T
-----------------

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

2. Terms of Employment.

(a) Employment. Subject to earlier termination as
provided in this Agreement, the Company hereby agrees to continue the Executive
in its employ as the Founder and President of Sales and Marketing and Product
Development for the period commencing on the Effective Date and ending upon the
second anniversary of the Effective Date (the "Employment Period").

1
<PAGE>

(e) Duties During Employment Period.

(1) During the Employment Period, the
Executive's position, including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised or assigned at any time during the ninety (90)-day period immediately
preceding the Effective Date.

(2) During the Employment Period, and
excluding any periods of illness or vacation to which the Executive is entitled,
the Executive agrees to devote reasonable attention and time during normal
business hours to the business and affairs of the Company and its Affiliates
and, to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the Employment Period,
it shall not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees as reasonably approved by
the Board, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage Personal investments (not to exceed five
percent [5%] of any Person), so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities as an
employee of the Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive's performance to this Company.

3. Benefits Upon Termination of Employment. Upon termination
of the Employment Period for the reasons set forth below, Executive shall be
entitled to the following benefits (and such benefits shall be Executive's sole
remedy against the Company):

2
<PAGE>

(1) The Company shall pay Executive his or
her full Base Salary through the Date of Termination at the rate in effect at
the time Notice of Termination is given.

(4) The Company and the Executive agree that
it will be difficult if not impossible to determine the amount of Executive's
damages in the event of a material breach by the Company of its obligations
hereunder, including a termination of the Executive other than for Cause,
because of the difficulty of quantifying the value of Executive's opportunity to
earn bonuses of common stock hereunder, as well as the value that such stock
would have in the future. Therefore, Executive shall be entitled to receive as
liquidated damages a one-time cash payment of $1,000,000.00, less any payroll
taxes which are required to be withheld from such payment, which shall be in
compensation for the Base Salary, benefits, and potential for stock bonuses.

3
<PAGE>

(d) Mitigation. Executive shall not be
required to mitigate the amount of any payment provided for in this paragraph 3
by seeking other employment or otherwise, nor shall the amount of any payment
provided for in this paragraph 3 (except as expressly provided in clause (2) of
paragraph 3(c) hereof) be reduced by any compensation or benefits received by
Executive as the result of employment by another employer after the Date of
Termination or otherwise.

4. Base Salary.

During the term of this Agreement, Company agrees to pay Executive a
Base Salary of $250,000.00 per year. The Base Salary shall be payable in equal
bi-weekly installments subject to all applicable withholdings and deductions.
The Base Salary payable to Executive under this Agreement shall be subject to
yearly increases at a rate of ten percent (10%) of the previous year's Base
Salary. Notwithstanding the foregoing, the salary of Executive shall be $10,000
per month until such time as the Escrow under the Stock Purchase Agreement to
which this Agreement is an Exhibit "D" shall have Closed, as defined by said
agreement, or said agreement is terminated.

5. Stock Options.

4
<PAGE>

6. Other Compensation

Executive shall be entitled to a four (4) week paid vacation each year
commencing on the date of this Agreement.

During the term of this Agreement, Company shall furnish Executive with
the total sum of $1,000.00 per month automobile and cellular telephone
allowance.

During the term of this Agreement, Company shall maintain a
$1,000,000.00 annual term life insurance policy payable to the Executive's
beneficiary designation.

8. Inventions and Patents.

5
<PAGE>

(b) California Employee Patent Act
Notification. In accordance with ss.2872 of the California Employee Patent Act,
West's Cal. Lab. Code ss.2870 et seq., Executive is hereby advised that
subparagraph 8(a) does not apply to any invention, new development or method
(and all copies and tangible embodiments thereof) made solely by Executive for
which no equipment, facility, material, Trade Secrets or Inventions of the
Company or its Affiliates was used and which was developed entirely on
Executive's own time; provided, however, that subparagraph 8(a) shall apply if
the invention, new development or method (i) relates to the Company's or any of
its Affiliate's actual or demonstrably anticipated businesses or research and
development, or (ii) results from any work performed by Executive for the
Company or any of its Affiliates.

9. Non-Solicitation.

(a) Employees. Executive agrees that during
the Employment Period and for one (1) year thereafter, he and all Persons under
his Control will not knowingly, either directly or indirectly, for himself or
for any other Persons (i) call on, solicit, or take away, or attempt to call on,
solicit or take away any Person then employed by the Company and/or its
Affiliates or (ii) employ any employee of the Company and/or its Affiliates who
voluntarily terminates such employment until three (3) months have passed
following termination of such employment. Notwithstanding the foregoing, the
terms of this subparagraph 9(a) shall not apply if Executive is terminated
without Cause or resigns for Good Reason as defined in clause (5) of the
definition of "Good Reason."

(b) Customers. Executive agrees that during
the Employment Period and for one (1) year thereafter, he and all Persons under
his Control will not knowingly, directly or indirectly, for himself or for any
other Person, call upon, solicit, or take away a Person who is then, or during
the immediately preceding year was, a customer of the Company and/or its
Affiliates, or encourage any customer to curtail its business with the Company
and/or its Affiliates, or to attempt to do any of the foregoing. Notwithstanding
the foregoing, the terms of this subparagraph 9(b) shall not apply if Executive
is terminated without Cause or resigns for Good Reason as defined in clause (5)
of the definition of "Good Reason."

(d) Blue Pencil. If, at the time of
enforcement of any provision of subparagraphs 9(a) or 9(b) above, a court holds
that the restrictions stated therein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances will be substantially for
the stated period, scope or area.

6
<PAGE>

(e) Enforcement. The parties hereto agree
and acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this paragraph 9; therefore, in the event of a breach by
Executive of any of the provisions of this paragraph 9, the Company or its
successors or assigns may in addition to other rights and remedies existing in
its favor, apply to any court of law or equity of competent jurisdiction for
specific performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions hereof. In order to deter and punish any breach by
Executive of this paragraph 9, the parties agree that in addition to any other
rights and remedies that the Company may have in the event that Executive
breaches paragraph 9, Executive shall pay to the Company the sum of One Million
Dollars (U.S. $1,000,000.00) as a penalty.

10. Successors and Assigns; Binding Agreement.

(a) This Agreement shall not be assignable
by the Company except pursuant to paragraph 10(b) below. This Agreement shall
not be assignable by Executive during Executive's lifetime.

(b) Upon a Change of Control, the Company
will require any successor (by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption and
agreement in writing prior to the effectiveness of any such succession shall be
a breach of this Agreement and shall entitle Executive to terminate his
employment with the Company for Good Reason.

(c) This Agreement shall inure to the
benefit of and be enforceable, on the one hand, by the Company and its
successors and assigns pursuant to paragraph 10(b) above and, on the other hand,
by the Executive and Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amount would still be payable to Executive
hereunder if Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Executive's devisee, legatee or other designee or, if there is no such designee,
to Executive's estate.

7
<PAGE>

To the Company:

Rbid.com, Inc.
24461 Ridge Route
2nd Floor
Laguna Hills, California 92663

To Executive:

Jim Ferras
c/o Cadden, Fuller & Burkhalter LLP
2010 Main Street
Suite 960
Irvine, California 92614

16. Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

8
<PAGE>

and the exclusive jurisdiction and venue for any action arising out of or
relating to this Agreement shall be the Federal and State courts in the State of
California, County of Orange, and each party hereby submits itself to the
jurisdiction of said courts.

21. Definitions.

"Agreement" means this Employment Agreement.

"Base Salary" shall mean Executive's regular compensation
before bonuses [commission] and fringe benefits.

"Board" means the Board of Directors of the Company.

"Cause" shall mean (1) the commission by Executive of a
felony, fraud, embezzlement or an act of serious moral turpitude which, in the
good faith judgment of the Board, is likely to cause material harm to the
customer relations, operations, business prospects or reputation of the Company
or any of its Affiliates, provided that in the absence of a conviction or plea
of nolo contendere, the Company will have the burden of proving the commission
of such act by a preponderance of the evidence, (ii) the commission of any act

9
<PAGE>

by Executive constituting financial dishonesty against the Company or any of its
Affiliates, provided that, in the absence of a conviction or plea of nolo
contendere, the Company will have the burden of proving the commission of such
act by a preponderance of the evidence, (iii) the repeated failure by Executive
to follow the lawful directives of the Board with respect to a matter or matters
within the control of the Executive, provided that, if such breach described in
clause (iii) may be cured by Executive, he will, subject to the following
proviso, be given written notice (a "default notice") of such breach and will be
given an opportunity to cure such breach to the reasonable satisfaction of the
Board within a reasonable period of time not to exceed thirty (30) days of
receipt of such written notice (time being of the essence with respect thereto),
and provided, further, that Executive will only be entitled to receive one (1)
such default notice during any twelve (12) month period of employment hereunder;
or (iv) the willful and material breach by Executive of the provisions of
paragraphs 2(d)(i), 5, 6 and 7 hereof, provided that, if such breach described
in this clause (iv) may be cured by Executive, he will, subject to the following
proviso, be given a "default notice" of such breach and will be given an
opportunity to cure such breach to the reasonable satisfaction of the Company
Board within thirty (30) days of receipt of such written notice (time being of
the essence with respect hereto), and provided, further, that Executive will
only be entitled to receive one (1) such default notice during each twelve (12)
month period of employment hereunder.

"Code" means the Internal Revenue Code of 1986, as
amended.

"Company" shall have the meaning set forth in the
preamble to this Agreement.

"Date of Termination" shall have the meaning set
forth in paragraph 2(d) of this Agreement.

10
<PAGE>

hereunder for a period of six (6) consecutive months or for a period of twelve
(12) months during any twenty-four (24)-month period. In the event that the
Board and the Executive cannot select an examining physician within ten (10)
days after the Board advises Executive in writing that it believes a Disability
has occurred, a physician shall be selected by the medical director of a
hospital designated by the Company which is not affiliated with the Company. The
determination of any physician hereunder shall be binding and conclusive on the
parties, and the Board may not require Executive to submit to an examination
within six (6) months after a previous examination wherein Executive was deemed
not to have a Disability.

"Executive" shall have the meaning set forth in the
preamble to this Agreement.

"Good Reason" shall mean, without Executive's express
written consent, the occurrence of any one (1) or more of the following:

(1) a reduction by the Company of
Executive's salary as in effect on the date hereof or as the same shall be
increased from time to time prior to the occurrence of a Change of Control;

(2) a material reduction by the Company
of Executive's protection under the Company-paid medical (including, if
applicable, the Company's Executive Medical Program) and group life insurance
plans;

(4) any violation by the Company of
paragraph 2(e)(1) hereof; or

(5) any violation of paragraph 10(b)
hereof.

Executive shall have the right to resign for Good Reason even if Executive is
then suffering from a Disability.

"Inventions" shall have the meaning set forth in
paragraph 8 of this Agreement.

"Notice of Termination" shall have the meaning set
forth in paragraph 2(d) of this Agreement.

11
<PAGE>

"Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a governmental entity or any department or agency thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

"Company"

---------------------------
By:

Its:_______________________

"Executive"

/s/Peter James Ferras
---------------------------
Peter James Ferras

<PAGE>

EXHIBIT 8
---------

Subsidiaries of Registrant
--------------------------

Secure America, Inc., a Delaware Corporation-Inactive

Rway Corporation, a Delaware Corporation-Active

EXHIBIT 9

Statement of Computation of Earnings Per Share

EXHIBIT 9
---------

Statement of Computation of Earnings per Share
----------------------------------------------

AVERAGE
WEIGHTED LOSS
YEAR SHARES LOSS PER SHARE

<S> <C> <C> <C>
1989 1,000,0000 (1) $ 1,000 0

1997 1,000,000 $ 0 0

1998 3,286,896 $ 4,819 0

9/30/99 (Nine Months) 7,783,500 $ 1,522,039 0

Inception - 10/4/80 to
9/30/99 1,670,411 $ 1,526,858 .91

(1) Restated for forward stock split of common stock 1,000:1.
</TABLE>

EXHIBIT 10

Reorganization Agreement

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT'. title SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK

AGREEMENT made this 24th day of August, 1998, by and between GCST
Corp., a Florida corporation, (the :'ISSUER") and the shareholders of Secure
America Corporation (tile "SHAREHOLDERS"), which SHAREHOLDERS own all of the
issued and outstanding shares of Secure America Corporation. a California
corporation("SAI")

In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,

THE PARTIES HERETO AGREE AS FOLLOWS:

1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue to SHAREHOLDERS, 5,850.000 shares of the
common stock of ISSUER. $0.001 par value (the "Shares"), in exchange for 100% of
tile issued and outstanding shares of the SAI, such that SAI shall become a
wholly owned subsidiary), of the ISSUER.

2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and SAI the following:

i. Organization. ISSUER is a corporation duly organized,
validly existing, and in good standing under the laws of Florida, and has all
necessary corporate powers to own properties and carry on a business, and is
duly qualified to do business and is in good standing in Florida All actions
taken by the Incorporators, directors and shareholders of ISSUER have been valid
and in accordance with the laws of the State of Florida.

ii. Capital. The authorized capital stock of ISSUER consists
of 50,000.000 shares of common stock, $0.001 par value, of which 1,000.000 are
issued and outstanding. 150,000 of the outstanding shares were fully paid and
non assessable, free of liens, encumbrances, options, restrictions and legal or
equitable fights of others not a part), to this Agreement. At closing, there
will be no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating ISSUER to issue or to
transfer from treasury any additional shares of its capital stock. 850,000 of
the outstanding shares of ISSUER are subject to a stock restriction pending
Secure America Corporation taking delivery of 504-b funds from proposed
offering. All of the shareholders of ISSUER have valid title to such shares and
acquired their shares in a lawful transaction and in accordance with the laws of
Florida. The Selling Shareholder and the Issuer hereby shall, upon closing,
retire and cancel 350,000 shares of the Selling Shareholder's common stock of
the Company.

iii. Financial Statements. Annexed hereto as Exhibit B to this
Agreement are the audited financial statements of ISSUER as of May 20, 1998. The
financial statements have been prepared in accordance with generally accepted
accounting principles consistently followed by ISSUER throughout the periods
indicated and fairly present the financial position of ISSUER as of tile date of
the balance sheet in the financial statements, and the results of its operations
for tile periods indicated.

iv. Absence of Changes. Since the date of the financial
statements, there has not been any change in the financial condition or
operations of ISSUER, except changes in the ordinary course of business, which
changes have not in the aggregate been materially adverse.

v. Assets and Liabilities. ISSUER does not have any debt,
liabilities, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise, and whether due or to become due, that is not reflected on the
ISSUERS' financial statement. ISSUER is not aware of any pending, threatened or
asserted claims, lawsuits or contingencies involving ISSUER or its common stock.
there is no dispute of any kind between ISSUER and any third party, and no such
dispute will exist at the closing of this Agreement. ISSUER has no assets. At
closing, ISSUER will be free from any' and all liabilities, liens, claims and/or
commitments and will continue to have no asserts.

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<PAGE>

vi. Ability to Carry Out Obligations. ISSUER has the right,
power, and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by ISSUER and the
performance by ISSUER of its obligations hereunder will not cause, constitute,
or conflict with or result in (a) any breach or violation or any of the
provisions of or constitute a default under an), license, indenture, mortgage,
charter, instrument, articles of incorporation, bylaws, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by which tine;,'
may be bound, nor will any consents or authorizations of any part).' other than
those hereto be required, (b) an event that would cause ISSUER to be liable to
any party, or (c) an event that would result in thc creation or imposition or
any lien charge or encumbrance, nee on any asset of ISSUER or upon the
securities of ISSUER to be acquired by SHAREHOLDERS.

vii. Full Disclosure. None of representations and warranties
made by the ISSUER, or in any certificate or memorandum furnished or to bc
furnished by the ISSUER. contains or will contain any untrue statement of a
material fact, or omit an) material fact the omission of which would be
misleading.

viii. Contract and Leases. ISSUER is not currently carrying on
any business and is not a party to any contract, agreement or lease. No person
holds a power of attorney from ISSUER.

ix Compliance with Laws. ISSUER has complied with. mid is not
in violation of any federal, state, or local statute, law and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.

x. OTC Bulletin Board Listing . The Company is currently
listed on the OTC Electronic Bulletin Board with the following trading symbol'
GCCT

xi. Litigation. ISSUER is not (and has not been) a party to
any suit, action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the ISSUER, there
is no basis for an5' such action or proceeding and no such action or proceeding
is threatened against ISSUER and ISSUER is not subject to or in default with
respect to any order, wit, injunction, or decree of any federal, slate, local,
or foreign court, department, agency, or instrumentality.

xii. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course, and shall not (1) sell pledge, or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends, redeem or sell stock or other securities, (4) incur any liabilities,
(5) acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third party, or (6) enter into any other transaction.

xiii. Documents. All minutes, consents or other documents
pertaining to ISSUER to be delivered at closing shall be valid and in accordance
with the laws of Florida.

xiv. Title. The Shares to be issued to SHAREHOLDERS will be,
at closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind. None of such Shares are or
will be subject to any voting trust or agreement. No person holds or has the
right to receive any proxy or similar instrument with respect to such shares,
except as provided in this Agreement. the ISSUER is not a party to any agreement
which offers or grants to any person the right to purchase or acquire any of the
securities to be issued to SHAREHOLDERS. There is no applicable local, state or
federal lax,,', rule, regulation, or decree which would, as a result of the
issuance of the Shares to SHAREHOLDERS, impair, restrict or delay SHAREHOLDERS'
voting rights with respect to the Shares.

SHAREHOLDERS and SAI represent and warrant to ISSUER the following:

i. Organization. SAI is a corporation duly organized, validly
existing, and in good standing under the laws of California. has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business is all states where it is so required. All actions
taken by the Incorporators, directors and shareholders of SAI have been valid
and in accordance with the laws of its incorporation.

ii. Shareholders and Issued Stock .Exhibit A, annexed hereto
sets forth the names and share holdings of' 100% of SAI's shareholders

iii. Anti-Dilution. For a period of one year from the date of
closing, SHAREHOLDERS and SAI agree that they will not cause or permit the
ISSUER to issue in excess of 1,000,000 shares in a Rule 504 offering.

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<PAGE>

iv. Counsel. SHAREHOLDERS and SAI represent and warrant that
prior to Closing, that riley are represented by independent counsel or have had
the opportunity to retain independent counsel to represent them in this
transaction and that prior to Closing, the law offices of Eric P. Littman, P.A.
has acted as exclusive counsel to the ISSUER and has not represented either the
SHAREHOLDERS or SAI in any manner whatsoever.

4. INVESTMENT INTENT. SHAREHOLDERS agrees that the Shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration ( a "Transfer"), only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, tile availability of which is to be
established to the satisfaction of ISSUER. SHAREHOLDERS agrees, prior to any
Transfer, to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.

5. CLOSING Thc closing of this transaction shall take place at the law
offices of Eric P. Littman, 7695 S.W. 104th Street, Suite 210. Miami, Florida.
Unless the closing of this transaction takes place on or before August 15, 1998,
then either party may' terminate this Agreement.

6. DOCUMENTS TO BE DELIVERED AT CLOSING.

(I) By the ISSUER
-------------

(1) Board of Directors Minutes authorizing the
issuance of a certificate or certificates for 5,800,000 Shares, registered as
follows:

<PAGE>

Peter J Ferris: 4,247,000 Shares
Bashar Naji: 275,000 Shares
Western Funds International, Inc. 870,000 Shares
Alan Rothman 58,000 Shares
Ashton Partners 5,000 Shares
William O. Dorough 30,000 Shares
Andrew Friis 10,000 Shares
Dan Schanock 10,000 Shares
David Schanock 5,000 Shares
Joe Camillo 290,000 Shares

(2) The resignation of all officers of ISSUER.

(3) A Board of Directors resolution appointing the following as officers and
directors of ISSUER:

Peter Ferris: President, Director
Ann Ferris: Secretary
Bashar Naji: Vice President, Director

(4) The resignation of all the directors of
ISSUER, except that of SHAREHOLDER'S
designee dated subsequent to the resolution
described in 3, above.

(5) Audit financial statements of ISSUER, which
shall include a balance sheet dated as of
May 20, 1998 and statements of operations,
stockholders equity and cash flow for the
twelve month period then ended.

(6) All of the business and corporate records of
ISSUER, including but not limited to
correspondence files, bank statements,
checkbooks, savings account books, minutes
of shareholder and director meetings,
financial statements, shareholder listings,
stock transfer records, agreements and
contracts.

(7) Such other minutes of ISSUER's shareholders or directors as may reasonably
be required by SHAREHOLDERS.

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<PAGE>

7. REMEDIES:

i. Arbitration. Any controversy or claim arising out of, or
relating tom this Agreement or the making, performance, or interpretation
thereof, shall be settled by arbitration in Miami, Dade County, Florida in
accordance with the Rules of the American Arbitration Association then existing,
and judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy.

8. MISCELLANEOUS

i. Captions and Headings. The Article and paragraph heads
throughout this Agreement are for convenience and reference only', and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.

ii. No Oral Change: This Agreement and all provision hereof,
may not be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.

iii. Non Waiver. Except as otherwise expressly provided
herein, no waiver of any covenant, condition, or provision of this Agreement
shall be deemed to have been made unless expressly hi writing and signed by the
party against whom such waiver is charged; and (I) the failure of any party, to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of tills Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party' of one breach by another party, shall be construed as a waiver with
respect to any other or subsequent breach.

iv. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.

v. Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings.

vi. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

vii. Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is It) be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by Fax, as follows:

ISSUER: Pamela J. Wilkinson
200 East Robinson Street, Suite 450
Orlando, FL 32801

Copy to:

SAI Littman, Esquire
7695 S.W. 104:~' Street, Suite 210
Miami, Florida 33156

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<PAGE>

SAI Peter J. Ferris
3194 C Airport loop Drive
Costa Mesa CA 92626

IN WITNESS WHEREOF, the undersigned has executed this Agreement this
24th day of August, 1998.

GCST CORP. SECURE AMERICA CORPORATION

By: /s/Pamela J. Wilkinson, President By:/s/Peter J. Ferris
--------------------------------- ------------------
Pamela J. Wilkinson, President Peter J. Ferris