Agreement to Terminate Electronics.Net LLC Joint Venture - TOPS Appliance City Inc. and CyberShop Holding Corp.


         THIS AGREEMENT, dated this 12th day of January, 2000, by and between
TOPS APPLIANCE CITY, INC., a New Jersey corporation having a place of business
at 45 Brunswick Avenue, Edison, New Jersey 08818 ('TOPS') and CYBERSHOP HOLDING
CORP., a New Jersey corporation having a place of business at 116 Newark Avenue,
Jersey City, New Jersey 07302 ('Cybershop').

                               W I T N E S S E T H

         WHEREAS, TOPS and Cybershop entered into a certain Operating Agreement
respecting Electronics.Net LLC (the 'Joint Venture'), dated as of June 14, 1998
(the 'Operating Agreement'); and

         WHEREAS, pursuant to the Operating Agreement, among other things TOPS
and Cybershop formed the Joint Venture, which was intended to be a joint
venture; and

         WHEREAS, TOPS entered into a Supply Agreement, dated June 14, 1998,
with the Joint Venture; and

         WHEREAS, TOPS, Cybershop the Joint Venture desire to terminate their
relationships pursuant to the Operating Agreement and the Supply Agreement,
respectively, on the terms and conditions contained herein;

         NOW, THEREFORE, in exchange for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto do agree as follows:

                  1. The Supply Agreement between TOPS and the Joint Venture
         will be deemed to have terminated as of November 15, 1999. ('Effective

                  2. A determination will be promptly prepared by Cybershop
         following the Effective Date of all tangible assets and all obligations
         of the Joint Venture through the Effective Date including fixed
         obligations after the Effective Date such as those under the Yahoo!
         agreement, the MSN agreement and severance obligations. We estimate
         such obligations to be $87,964 for Yahoo!, $63,000 for MSN and $28,366
         for severance. The term tangible assets shall include cash, cash
         equivalents, inventory and accounts receivable. All other assets
         including fixed assets and intellectual property, excluding only the
         name and URL '', shall be valued at $1 for purposes

                  3. Both TOPS and Cybershop will cease to promote the name
         '' no later than January 31, 2000. Thereafter Cybershop
         can continue to forward any hits on ' to its website
         without charge. In the event of any sale of the rights to the name and
         URL '' the net proceeds therefrom shall be distributed
         51% to Cybershop and 49% to TOPS.

                  4. Based upon the determination either TOPS shall either pay
         to the Joint Venture the net amount due from TOPS to the Joint Venture
         or the Joint Venture shall pay to TOPS the net amount due from the
         Joint Venture to TOPS. In making this determination TOPS shall be
         treated as a 49% interest owner of the Joint Venture.

                  5. On the Effective Date the membership interest of TOPS shall
         be assigned to Cybershop without cost.

                  6. On the Effective Date the Joint Venture shall deliver title
         to the van currently used by it to TOPS in exchange for the payment by
         TOPS to the Joint Venture of $10,000.00.

                  7. All notices and other communications to be made hereunder
         shall be in writing and shall be deemed to have been given when the
         same are either: (i) personally delivered; (ii) mailed, registered or
         certified mail, first class postage prepaid return receipt requested;
         or (iii) delivered by a reputable private overnight courier service
         utilizing a written receipt or other written proof of delivery, to the
         applicable party at the address set forth above. Any party refusing
         delivery of a notice shall be charged with knowledge of its contents.

                  8. This Agreement shall be binding upon and insure to the
         benefit each of the parties hereto and their respective successors and
         permitted assigns by merger, consolidation, transfer of business and
         properties or otherwise.

                  9. In the event any one or more of the provisions of this
         Agreement shall be held to be invalid, illegal or unenforceable in any
         respect, such invalidity, illegality or unenforceability shall not
         affect other provisions hereof, and this Agreement shall be construed
         as if such invalid, illegal or unenforceable provision never had been
         contained herein.

                  10. IN WITNESS WHEREOF, the parties hereto have caused their
         dully authorized officers to execute this Agreement and Acknowledgment
         the date and year first set forth above.

                  IN WITNESS WHEREOF, the parties hereto have caused their duly
  authorized officers to execute this Agreement and Acknowledgment the date and
  year first set forth above.

                                                       TOPS APPLIANCE CITY, INC.


                                                       CYBERSHOP HOLDING CORP.


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