FGI Print Management/Distribution and Fulfillment Division



                         INVENTORY MANAGEMENT AGREEMENT



     THIS INVENTORY MANAGEMENT AGREEMENT is made and entered into by and between

FGI Print Management Inc., an Illinois Corporation ("FGI"), and MYTURN.COM, INC.

("MUTURN.COM").



                                    RECITALS



     A.  FGI  is in  the  business  of  inventory  management,  specializing  in

providing warehousing,  retail and consumer order fulfillment, order and returns

processing, and specialty retail distribution services.



     B. MYTURN.COM is engaged in, among other things,  the creation,  production

marketing  and a  sale  of a  computer  hardware  product,  a  PC/Keyboard  (The

"Product"). MYTURN.COM is headquartered in, and conducts its business activities

primarily  from 1080 Marina Village  Parkway,  suite 300,  Alameda,  California,

94501



     C. MYTURN.COM  wishes to retain FGI to perform certain services referred to

herein,  and FGI wishes to provide such  services to  MYTURN.COM,  in accordance

with the terms and conditions set forth in this Agreement.



                                    AGREEMENT



      NOW,  THEREFORE,  based upon the premises  recited above and on the mutual

promises  and  covenants  set  forth  below,  and for  other  good and  valuable

consideration, the receipt and sufficiency of which each party acknowledges, the

parties do hereby agree as follows:



      1.  Specified Services.

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



         MYTURN.COM  hereby  retains  FGI to perform,  and FGI hereby  agrees to

render  to  MYTURN.COM,  when and as  requested  by  MYTURN.COM,  the  following

services:  product  warehousing,   fulfillment,   order  processing,   inventory

management, and returns processing in North America and U.S. territories.



      2.  Costs.

          ------















          a) Costs: In consideration for FGI Services,  MYTURN.COM shall pay FGI

     the  rates  and  charges  set forth in  SCHEDULE  A  hereto,  which by this

     reference is incorporated herein.



          b) Terms:  FGI's  charges to  MYTURN.COM  shall be due and payable net

     thirty  (30) days  after  the date upon  which  MYTURN.COM  receives  FGI's

     invoice.



          c) Late Payment  Fee: A service  charge of 1.5% per month shall accrue

     as a late  payment fee on any balance  remaining  unpaid after the due date

     specified in  paragraph  (b),  above  unless a reasonable  dispute over the

     invoice exists between the parties.



      3.  Agreement Terms and Conditions:

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



          a) Agreement Term: This Agreement shall commence as of the date of its

     execution and will terminate one year thereafter, unless otherwise extended

     by the mutual consent of both parties.



          b)  Termination:  Either party shall have the right to terminate  this

     Agreement without cause at any time upon ninety (90) days written notice to

     the other party.



          c) Termination by Material  Breach:  Either party shall have the right

     to terminate this Agreement 30 days after  providing  written notice to the

     other party in the event of any material breach of any term or condition of

     this  Agreement  by the other party,  unless such breach has been  remedied

     within  thirty  (30)  days  after the date on which  that  notice is deemed

     received.



          d) Other Events:  Either party shall have the right to terminate  this

     Agreement  immediately upon written notice to the other party, in the event

     the other  party  shall be  adjudicated  a  bankrupt,  institute  voluntary

     proceeding  for  bankruptcy or  reorganization,  make an assignment for the

     benefit of its  creditors,  apply for or consent  to the  appointment  of a

     receiver for it or its  property,  or admit in writing its inability to pay

     its debts as they become due.



          e)  Termination  Protocol:  FGI shall return to  MYTURN.COM  by common

     carrier at MYTURN.COM'S  expense any Products remaining in FGI's possession

     following  termination of this Agreement  unless the parties mutually agree

     in writing to other procedures.



          f) Exclusive Right: During the term of this Agreement,  FGI shall have

     the  exclusive  right to perform the services  defined in the  Agreement of

     shipments which have a destination within the United States.



      4.  Receipt and Inspection.

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



          a) Inspection Upon Delivery: Upon delivery of Products from MYTURN.COM

     or its agents, FGI shall:

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