AGREEMENT AND PLAN OF MERGER

             AGREEMENT AND PLAN OF MERGER, DATED AS OF April 21, 2000 (this "Agreement"), by and among Bidhit.com, Inc., a Nevada corporation ("Bidhit"), EZ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Bidhit ("Sub"), EZBid Inc., a Delaware corporation ("EZBid"), and the shareholders of EZBid, Systemax Inc., a Delaware corporation ("Systemax"), and Paul Mandel, an individual ("Mandel" and, together with Systemax, the "Shareholders").

RECITALS

             WHEREAS, the respective Boards of Directors of Bidhit, Sub, and EZBid have approved the terms of this Agreement and the transactions contemplated hereby, and the Shareholders have approved the terms of this Agreement and the transactions contemplated hereby and waive any and all notices required under the Delaware General Corporation Law (the "DGCL") and the Bylaws of EZBid.

              INTENDING TO BE LEGALLY BOUND, and in consideration of the premises and the mutual representations, warranties, covenants, and agreements contained herein, Bidhit, Sub, EZBid, and the Shareholders hereby agree as follows:

ARTICLE I
THE MERGER

              1.1    Effective Time of the Merger. Subject to the provisions of this Agreement, Sub will be merged with and into EZBid with EZBid being the surviving corporation (the "Merger"). A Certificate of Merger, substantially in the form attached as Exhibit 1.1 (the "Merger Document"), shall be duly prepared, executed, and acknowledged by EZBid and Bidhit, and thereafter delivered to the Secretary of State of Delaware as soon as practicable on or after the Closing Date (as defined in Section 1.2). The Merger shall become effective upon the filing of the Merger Document with the Secretary of State of Delaware (the "Effective Time").

              1.2    Closing. The closing of the Merger (the "Closing") will take place at the offices of Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, Washington at 10:00 a.m., local time, on the date as soon as reasonably practicable after all of the conditions set forth in Section VI are satisfied or waived (the "Closing Date").

              1.3    Effects of the Merger. At the Effective Time, (i) the separate existence of Sub shall cease and Sub shall be merged with and into EZBid (EZBid after the Merger is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub shall be the Certificate of Incorporation of the Surviving Corporation until duly amended, (iii) the Bylaws of Sub shall be the Bylaws of the Surviving Corporation until duly amended, (iv) the directors of Sub shall be the directors of the Surviving Corporation, (v) the officers of Sub shall be the officers of the Surviving Corporation, (vi) the issued and outstanding capital stock of Sub shall be the issued and outstanding capital stock of the Surviving Corporation, (vii) all contracts, agreements, purchase orders, leases, licenses, permits, and authorizations affecting or relating to EZBid shall continue unimpaired as to the Surviving Corporation and (viii) the Merger shall, from and after the Effective Time, have all the effects provided by applicable law.

              1.4   Consideration. At and as of the Effective Time, each issued and outstanding share of the common stock of EZBid ("EZBid Shares") shall be converted into the right of the Shareholders to receive the following consideration (the "Consideration"): (a) Five Million One Hundred Sixty-one Thousand Four Hundred Five (5,161,405) shares of common stock of Bidhit, $0.001 par value ("Closing Shares"), which shares shall be issued at Closing to the Shareholders; and (b) Five Hundred Seventy-three Thousand Four Hundred Ninety (573,490) Bidhit Shares (the "Escrow Shares" and together with the Closing Shares, the "Bidhit Shares"), which shares shall be issued to the Shareholders but placed in escrow, to be released to the Shareholders or returned to Bidhit in accordance with the terms and conditions of the Escrow Agreement attached hereto as Exhibit 1.4. Systemax shall be issued Ninety-seven and one-half percent (97.5%) of the Bidhit Shares, and Mandel shall be issued Two and one-half percent (2.5%) of the Bidhit Shares. The Bidhit Shares will be issued to the Shareholders pursuant to an exemption from the Securities Act registration requirements and as such they will be deemed "restricted stock" under Securities and Exchange Commission ("SEC") Rule 144.

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