SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

FAIRMARKET, INC.

(Name of Issuer)

COMMON STOCK, $0.001 par value

(Title of Class of Securities)

305158107

(Cusip Number)

Brian H. Levey
Assistant Secretary and Associate General Counsel
eBay Inc.
2145 Hamilton Ave
San Jose, CA 95125
(408) 376-7400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 20, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages.)
(Page 1 of 12)

CUSIP No. 305158107					Page 2 of 12
	1.	Name of Reporting Person: eBay Inc.			I.R.S. Identification Nos. of above persons (entities only): 77-0430924
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 952,3801
			8.	Shared Voting Power: 9,453,2882
			9.	Sole Dispositive Power: 952,3801
			10.	Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 10,405,668 shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 37.63%
	14.	Type of Reporting Person (See Instructions): CO

¹ Includes 952,380 shares of redeemable convertible Series B preferred stock of FairMarket, Inc., purchased by the reporting person on May 17, 2002, which are convertible into shares of FairMarket Common Stock (as defined in Item 1 below) on a one-for-one basis, subject to certain adjustment mechanisms including a weighted average anti-dilution mechanism.

² Does not include options to purchase an aggregate of 603,625 shares of FairMarket Common Stock., which are exercisable within 60 days of June 27, 2003, held by the persons who have entered into Voting Agreements and Irrevocable Proxies (as defined in Item 3 below) in favor of the reporting person as described herein. The Voting Agreements and Irrevocable Proxies apply to any additional shares acquired by any of the foregoing persons, including pursuant to the exercise of any of the foregoing options. Includes 3,643,588 shares of FairMarket Common Stock held by the Miller Entities (as defined in Item 3 below) which have executed Voting Agreements but have not executed Irrevocable Proxies. Please see the disclosure in Item 3 for a full description. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by eBay that it is the beneficial owner of any of the FairMarket Common Stock covered by the Voting Agreements and Irrevocable Proxies described in Item 4 for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

TABLE OF CONTENTS

	ITEM 1. SECURITY AND ISSUER
	ITEM 2. IDENTITY AND BACKGROUND
	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to the common stock, $0.001 par value per share (the “FairMarket Common Stock”), of FairMarket, Inc., a Delaware corporation (“FairMarket”). The principal executive offices of FairMarket are located at 500 Unicorn Park Drive, Woburn, MA, 01801-3341.

ITEM 2. IDENTITY AND BACKGROUND

(a) The name of the person filing this statement is eBay Inc., a Delaware corporation (“eBay”). The principal business of eBay is providing a Web-based trading platform in which buyers and sellers are brought together to browse, buy and sell items such as collectibles, automobiles, high-end or premium art items, jewelry, consumer electronics and a host of practical and miscellaneous items.

(b) The address of the principal office and principal business of eBay is 2145 Hamilton Avenue, San Jose, California, 95125.

(c) Set forth in Schedule I to this Schedule 13D is the name and present principal occupation or employment of each of eBay’s executive officers and directors and the name, principal business and address of any corporation or other organization in which such employment is conducted.

(d) During the past five years, neither eBay nor, to eBay’s knowledge, any person named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither eBay nor, to eBay’s knowledge, any person named in Schedule I to this Schedule 13D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the directors and executive officers of eBay named in Schedule I to this Schedule 13D is a United States citizen, except for Philippe Bourguignon, who is a citizen of France.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to an Asset Purchase Agreement, dated June 20, 2003, between eBay and FairMarket (the “Purchase Agreement”), eBay will acquire substantially all of the technology and business assets of FairMarket for consideration of $4.5 million in cash (the “Sale”). Concurrently with and as a condition to the execution and delivery of the Purchase Agreement, eBay and the persons and entities named on Schedule II to this Schedule 13D entered into Voting Agreements (the “Voting Agreements”) and each of the persons and entities named on Schedule II, except for Trust A-4, Trust C, Lloyd I. Miller, III, MILGRAT II (G), MILFAM I, L.P., MILFAM II, L.P., Alexandra UGMA, Catherine Miller GST, Lloyd I. Miller L.L.C., Lloyd Crider GST, and Kimberly Miller GST (the “Miller Entities”), have entered into Irrevocable Proxies (the “Irrevocable Proxies”) in connection with the Voting Agreements. The Miller Entities have agreed to deliver Irrevocable Proxies to eBay and eBay expects to receive such Irrevocable Proxies soon.

The description contained in this Item 3 of the transactions contemplated by the Purchase Agreement and the Voting Agreements is qualified in its entirety by reference to the full text of the Purchase Agreement and the Voting Agreements, copies of which are incorporated herein by reference to Exhibits 2.1, 99.1, 99.2, 99.3 and 99.4.

None of the persons listed on Schedule I hereto will contribute any funds or other consideration towards the Sale.

No funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of FairMarket Common Stock covered by the Voting Agreements and Irrevocable Proxies.

³ Based on 26,702,862 shares of FairMarket Common Stock plus 952,380 shares of Series B Preferred Stock outstanding as of May 7, 2003 as reported in FairMarket’s Quarterly Report on Form 10-Q as filed on May 9, 2003.

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On May 17, 2002, eBay purchased 952,380 shares of FairMarket’s Series B redeemable convertible preferred stock, par value $0.001 per share, for an aggregate purchase price of $2.0 million. The Series B preferred stock is convertible into shares of FairMarket Common Stock on a one-for-one basis, subject to certain adjustment mechanisms including a weighted average anti-dilution mechanism. eBay has the right to require FairMarket to redeem the Series B preferred stock at any time after the earlier of (a) May 17, 2003, and (b) the happening of a material adverse effect on FairMarket’s business, as defined in the Certificate of Designations, Preferences and Rights classifying and designating the Series B preferred stock included as Exhibit 3.1 to FairMarket’s Report on Form 8-K filed on May 20, 2002. FairMarket has the right, at any time after May 17, 2004, to redeem the outstanding Series B preferred stock at $2.10 per share plus all accrued and unpaid dividends.

ITEM 4. PURPOSE OF TRANSACTION

(a) — (h) Under the Purchase Agreement, eBay will acquire certain assets of FairMarket in the Sale. The information contained in Item 3 is incorporated herein by reference. The purpose of the Voting Agreements is to facilitate the approval of the Sale.

As a result of the Voting Agreements, each person and entity identified on Schedule II has agreed, among other things, to vote or to cause to be voted, or to provide a consent with respect to, the shares of FairMarket Common Stock of such person or entity that are subject to the Voting Agreements, for the limited purpose of voting: (i) in favor of the Sale and the execution and delivery by FairMarket of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (ii) against the following actions (other than the Sale and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in FairMarket’s corporate name or the dissolution and liquidation of FairMarket): (A) any Acquisition Transaction (as defined in the Purchase Agreement); (B) any Acquisition Proposal (as defined in the Purchase Agreement); (C) any change in a majority of the board of directors of FairMarket; (D) any amendment to FairMarket’s certificate of incorporation or bylaws; (E) any material change in the capitalization of FairMarket or FairMarket’s corporate structure; and (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Sale or any of the other transactions contemplated by the Purchase Agreement or the Voting Agreements. The stockholders of FairMarket who are parties to the Voting Agreements and Irrevocable Proxies retained the right to vote their shares of FairMarket Common Stock on all matters other than those identified in the Voting Agreements.

Under the Voting Agreements, each of the persons and entities identified on Schedule II, other than Nanda Krish, has also agreed that such stockholder shall not, in his, her or its capacity as a stockholder, and shall not authorize or permit any of such stockholder’s Representatives (as defined in the Purchase Agreement), directly or indirectly to: (i) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to the making, submission or announcement of an Acquisition Proposal; (ii) furnish any information regarding FairMarket or any affiliate of FairMarket to any person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal; (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal; or (iv) approve, endorse or recommend any Acquisition Proposal. Mr. Krish is indirectly subject to prohibitions similar to those described in this paragraph by virtue of similar provisions contained in the Purchase Agreement applicable to officers and directors of FairMarket.

The description contained in this Item 4 of the transactions contemplated by the Purchase Agreement and the Voting Agreements and Irrevocable Proxies is qualified in its entirety by reference to the full text of the Purchase Agreement and the Forms of Voting Agreement and Irrevocable Proxies, a copy of each of which is attached to this Schedule 13D as Exhibit 2.1, Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4.

(i) Not applicable.

(j) Other than as described above, eBay currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) — (i) of Schedule 13D (although eBay reserves the right to develop such plans).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) — (b) eBay has sole power to vote and sole dispositive power over 952,380 shares of FairMarket’s Series B redeemable convertible preferred stock which is convertible into shares of FairMarket Common Stock on a one-for-one basis, subject to certain adjustment mechanisms including a weighted average anti-dilution mechanism. As a result of the Voting Agreements and Irrevocable Proxies, eBay has shared power to vote an aggregate of 5,809,700 shares of FairMarket Common Stock for the limited purposes described in Item 4 above and as a result of the Voting Agreements with the Miller Entities, the Miller Entities have agreed with eBay that the Miller Entities will vote their 3,643,588 shares of FairMarket Common Stock as described in Item 4 above. eBay has neither sole nor shared dispositive power

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over the shares of FairMarket Common Stock subject to the Voting Agreements and Irrevocable Proxies; however, the parties to the Voting Agreements and Irrevocable Proxies have agreed not to transfer their shares of FairMarket Common Stock, except in limited circumstances. eBay disclaims any beneficial ownership of the shares of FairMarket Common Stock subject to the Voting Agreements and Irrevocable Proxies. The aggregate number of shares of FairMarket Common Stock which eBay has sole power to vote plus the aggregate number of shares of FairMarket Common Stock which eBay has shared power to vote for the limited purpose described in Item 4 above plus the aggregate number of shares of FairMarket Common Stock held by the Miller Entities to be voted as described in Item 4 above is 10,405,668. Such amount constitutes approximately 37.6% of the issued and outstanding shares of FairMarket Common Stock as of May 7, 2003, which, according to FairMarket’s Quarterly Report on Form 10-Q as filed on May 9, 2003, was 27,655,242⁴. In addition, the individuals who have signed Voting Agreements and Irrevocable Proxies hold options to purchase an aggregate of 603,625 shares FairMarket Common Stock, which are exercisable within 60 days of June 27, 2003. The Voting Agreements and Irrevocable Proxies apply to any additional shares acquired by any of the foregoing persons, including pursuant to the exercise of any of the foregoing options.

Except as set forth in this Schedule 13D, neither eBay, nor, to the knowledge of eBay, any of the persons listed on Schedule I, beneficially owns any shares of FairMarket Common Stock.

Schedule II, which is attached hereto and incorporated herein by reference, sets forth the following information: (i) the name of each person and entity who executed a Voting Agreement and Irrevocable Proxy; and (ii) the number of shares beneficially owned by each such person or entity as reported to eBay by such person or entity.

Schedule III, which is attached hereto and incorporated herein by reference, sets forth the following information with respect to each entity listed on Schedule II: (i) the state or other place of its organization; (ii) its principal business; (iii) the address of its principal business; and (iv) the address of its principal office. Schedule III also sets forth the following information with respect to each natural person listed on Schedule II: (i) name; (ii) business address; and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

During the past five years, to eBay’s knowledge, no person or entity named in Schedule III to this Schedule 13D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, to eBay’s knowledge, no person or entity named in Schedule III to this Schedule 13D was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws.

To eBay’s knowledge, all persons and entities named in Schedule III to this Schedule 13D are citizens of the United States.

(c)	Neither eBay, nor to eBay’s knowledge, any person named in Schedule I to this Schedule 13D, has affected any transaction in FairMarket Common Stock during the past 60 days, except as disclosed herein.
(d)	Not applicable.
(e)	Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than as described in this Schedule 13D, to eBay’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of FairMarket, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

⁴ Includes 952,380 shares of Series B Preferred Stock outstanding as of May 7, 2003 as reported in FairMarket#s Quarterly Report on Form 10-Q as filed on May 9, 2003.

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

EXHIBIT NO.	DESCRIPTION
2.1	Asset Purchase Agreement, dated June 20, 2003, by and between eBay Inc., a Delaware corporation, and FairMarket, Inc., a Delaware corporation. (Filed with FairMarket’s Form 8-K dated June 20, 2003, and incorporated herein by reference.)
99.1	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by Nanda Krish.
99.2	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by Ticketmaster.
99.3	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by JHC Investment Partners, LLC, and Barrington Companies Equity Partners, LP.
99.4	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by Lloyd I. Miller, III, Trust A-4, Trust C, MILGRAT II (G), MILFAM I, L.P., MILFAM II, L.P., Alexandra UGMA, Catherine Miller GST, Lloyd I. Miller L.L.C., Lloyd Crider GST, Kimberly Miller GST.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 27, 2003	eBay Inc.
	By:	/s/ Brian H. Levey
		Brian H. Levey Assistant Secretary and Associate General Counsel

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SCHEDULE I

EXECUTIVE OFFICERS OF EBAY
AS OF JUNE 27, 2003

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT
Margaret C. Whitman	President, Chief Executive Officer and Director
Martin L. Abbott	Senior Vice President, Technology
Matthew J. Bannick	Senior Vice President and General Manager, Global Online Payments
William C. Cobb	Senior Vice President and General Manager, eBay International
Rajiv Dutta	Senior Vice President and Chief Financial Officer
Michael R. Jacobson	Senior Vice President, Legal Affairs, General Counsel and Secretary
Jeffrey D. Jordan	Senior Vice President and General Manager, U.S. Business
Lynn L. Reedy	Senior Vice President, Product and Software Development
Maynard G. Webb, Jr.	Chief Operating Officer

All individuals named in the above table are employed by eBay Inc. The address of eBay’s principal executive office is 2145 Hamilton Avenue, San Jose, California, 95125.

DIRECTORS OF EBAY
AS OF JUNE 27, 2003

		NAME AND
	PRINCIPAL OCCUPATION	ADDRESS OF ORGANIZATION
NAME	OR EMPLOYMENT	IN WHICH EMPLOYED
Philippe Bourguignon	Former Chairman of the Board	Club Mediterranee S.A. 11 rue de Cambrai 75019 Paris, France
Scott D. Cook	Chairman of the Executive Committee of the Board of Directors	Intuit Inc. 2535 Garcia Avenue Mountain View, California 94043
Robert C. Kagle	General Partner	Benchmark Capital Management Co., L.L.C. 2480 Sand Hill Road, Suite 200 Menlo Park, California 94025
Dawn G. Lepore	Vice Chairman of Technology and Administration and a member of the Executive Management Committee	Charles Schwab Corporation 101 Montgomery Street, M.S. 120-30-305, San Francisco, California 94104
Pierre M. Omidyar	Founder, Chairman of the Board and Director eBay Inc.	eBay Inc. 2145 Hamilton Ave. San Jose, CA 95125
Thomas J. Tierney	Chairman of the Board	The Bridgespan Group 131 Clarendon Street, 7th Floor Wellesley, MA 02481
Margaret C. Whitman	President, Chief Executive Officer and Director eBay Inc.	eBay Inc. 2145 Hamilton Ave. San Jose, CA 95125

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SCHEDULE II

	NUMBER OF		PERCENTAGE OF
	SHARES OF FAIRMARKET		SHARES OF FAIRMARKET
VOTING AGREEMENT	COMMON STOCK		COMMON STOCK OUTSTANDING
STOCKHOLDER	BENEFICIALLY OWNED		AS OF MAY 7, 2003*
Nanda Krish		58,700**		***
Trust A-4		1,097,536		4.0	%
Trust C		227,505		***
Lloyd I. Miller, III		617,165		2.2	%
MILGRAT II (G)		456,254		1.6	%
MILFAM I, L.P.		176,253		***
MILFAM II, L.P.		979,375		3.5	%
Alexandra UGMA		21,800		***
Catherine Miller GST		21,900		***
Lloyd I. Miller L.L.C		15,400		***
Lloyd Crider GST		15,000		***
Kimberly Miller GST		15,400		***
Ticketmaster		2,225,000		8.0	%
JHC Investment Partners, LLC		3,504,500		12.7	%
Barrington Companies Equity Partners, LP		21,500		***

*	As reported in FairMarket’s Quarterly Report on Form 10-Q as filed on May 9, 2003. Includes 952,380 shares of Series B Preferred Stock outstanding as of May 7, 2003.
**	Does not include options to purchase an aggregate of 603,625 shares of FairMarket Common Stock held by Mr. Krish, which are exercisable within 60 days of June 27, 2003.
***	Less than 1%

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SCHEDULE III

	PRINCIPAL OCCUPATION	NAME AND ADDRESS
NAME	OR EMPLOYMENT	OF EMPLOYER
Nanda Krish	President and Chief Executive Officer and Director	FairMarket Corporation 500 Unicorn Park Drive Woburn, MA, 01801-3341
Lloyd I. Miller III	Private Investor	4550 Gordon Drive Naples, Florida 34102

NAME AND PRINCIPAL	STATE OF	NAME AND ADDRESS OF PRINCIPAL
BUSINESS	INCORPORATION	BUSINESS AND PRINCIPAL OFFICE
Trust A-4*	Not applicable	c/o PNC Bank, Trustee 201 E. 5th Cincinnati Ohio, 45202
Trust C*	Not applicable	c/o PNC Bank, Trustee 201 E. 5th Cincinnati Ohio, 45202
MILGRAT II (G)**	Not applicable	c/o Lloyd I. Miller, III, Trustee 4550 Gordon Drive Naples, Florida 34102
MILFAM I, L.P.***	Georgia	c/o Lloyd I. Miller, III, Trustee 4550 Gordon Drive Naples, Florida 34102
MILFAM II, L.P.***	Georgia	c/o Lloyd I. Miller, III, Trustee 4550 Gordon Drive Naples, Florida 34102
Katherine Miller GST****	Not applicable	c/o Lloyd I. Miller, III, Trustee 4550 Gordon Drive Naples, Florida 34102
Lloyd I. Miller LLC*****	Unknown	c/o Lloyd I. Miller, III, Manager 4550 Gordon Drive Naples, Florida 34102
Lloyd Crider GST****	Not applicable	c/o Lloyd I. Miller, III, Trustee 4550 Gordon Drive Naples, Florida 34102
Kimberly Miller GST****	Not applicable	c/o Lloyd I. Miller, III, Trustee 4550 Gordon Drive Naples, Florida 34102
Alexandra UGMA******	Not applicable	c/o Lloyd I. Miller, III, Custodian 4550 Gordon Drive Naples, Florida 34102

*	According to Lloyd I. Miller, III, Mr. Miller is the advisor to Trust A-4 and Trust C (the “Trusts”). Trust A-4 was created pursuant to a Declaratory Judgment, pursuant to which Trust A was split into four separate trusts. The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983.
**	According to Mr. Miller, pursuant to an Irrevocable Trust Agreement, dated December 11, 2001, all of the shares purchased in Trust C were transferred into a grantor retained annuity trust, MILGRAT II (G).
***	According to Mr. Miller, Mr. Miller is the manager of Milfam LLC, an Ohio limited liability company. Milfam LLC is the managing general partner of: (i) Milfam I, L.P., a Georgia limited partnership; and (ii) Milfam II, L.P. a Georgia limited partnership.
****	According to Mr. Miller, Mr. Miller is the trustee for certain generation skipping trusts (each a “GST”) including Catherine Miller GST, Lloyd Crider GST and Kimberly Miller GST.
*****	According to Mr. Miller, Lloyd I. Miller LLC (“LLC”) is a limited liability company of which Mr. Miller has sole control.
******	According to Mr. Miller, Alexandra UGMA is an account created pursuant to the Florida Uniform Gift to Minors Act for Alexandra Miller.

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SCHEDULE III
(CONTINUED)

Ticketmaster (Ticketmaster provides automated ticketing services to its client venues)	Delaware	Ticketmaster 8800 Sunset Blvd. W. Hollywood, CA 90069
JHC Investment Partners, LLC (a limited liability company formed for the purpose of seeking to acquire an interest in FairMarket)	Delaware	JHC Investment Partners, LLC 888 Seventh Ave, 174th FL New York, NY 10019
Barrington Companies Equity Partners, LP (a limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies)	Delaware	Barrington Companies Equity Partners, LP 888 Seventh Ave, 174th FL New York, NY 10019

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
2.1	Asset Purchase Agreement, dated June 20, 2003, by and between eBay Inc., a Delaware corporation, and FairMarket, Inc., a Delaware corporation. (Filed with FairMarket’s Form 8-K dated June 20, 2003, and incorporated herein by reference.)
99.1	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by Nanda Krish.
99.2	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by Ticketmaster.
99.3	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by JHC Investment Partners, LLC, and Barrington Companies Equity Partners, LP.
99.4	Form of Voting Agreement and Irrevocable Proxy, dated June 20, 2003, a substantially similar version of which has been executed by Lloyd I. Miller, III, Trust A-4, Trust C, MILGRAT II (G), MILFAM I, L.P., MILFAM II, L.P., Alexandra UGMA, Catherine Miller GST, Lloyd I. Miller L.L.C., Lloyd Crider GST, Kimberly Miller GST.

12 of 12 EX-99.1 3 f91190exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20, 2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and [______________] ("Stockholder"). RECITALS A. Stockholder is a holder of record and the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the "Seller"). B. The Purchaser and the Seller are entering into an Asset Purchase Agreement of even date herewith (the "Purchase Agreement") which provides (subject to the conditions set forth therein) for the acquisition of certain assets of the Seller by the Purchaser. C. In order to induce the Purchaser to enter into the Purchase Agreement, Stockholder is entering into this Agreement. AGREEMENT The parties to this Agreement, intending to be legally bound, agree as follows: SECTION 1. CERTAIN DEFINITIONS For purposes of this Agreement: (a) Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Purchase Agreement. (b) The term "ACQUISITION" shall mean the acquisition of the Transferred Assets (as such term is defined in the Purchase Agreement) by the Purchaser pursuant to the terms of the Purchase Agreement, as amended. (c) Stockholder shall be deemed to "OWN" or to have acquired "OWNERSHIP" of a security if Stockholder: (i) is the record owner of such security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security. (d) "PERSON" shall mean any: (i) individual, (ii) corporation, limited liability company, partnership or other entity; or (iii) governmental authority. 1 (e) "SELLER COMMON STOCK" shall mean the common stock, par value $0.001 per share, of the Seller. (f) "SUBJECT SECURITIES" shall mean: (i) all securities of the Seller (including all shares of Seller Common Stock and all options, warrants and other rights to acquire shares of Seller Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Seller (including all additional shares of Seller Common Stock and all additional options, warrants and other rights to acquire shares of Seller Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Voting Covenant Expiration Date. (g) A Person shall be deemed to have a effected a "TRANSFER" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than the Purchaser; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Purchaser; or (iii) reduces such Person's beneficial ownership of, interest in or risk relating to such security. (h) "VOTING COVENANT EXPIRATION DATE" shall mean the earlier of the date upon which the Purchase Agreement is validly terminated, or the date upon which the Acquisition is consummated. SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS 2.1 RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected. 2.2 RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities. SECTION 3. VOTING OF SHARES 3.1 VOTING COVENANT. Prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Seller, however called, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the Purchaser, Stockholder shall cause all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote): (a) in favor of the Acquisition and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and 2 (b) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence. 3.2 PROXY. Contemporaneously with the execution of this Agreement: (a) Stockholder shall deliver to the Purchaser a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the "Proxy"); and (b) Stockholder shall cause to be delivered to the Purchaser, as soon as practicably possible, an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Seller Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder. SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder hereby represents and warrants to the Purchaser as follows: 4.1 AUTHORIZATION, ETC. Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or its obligations hereunder and thereunder. This Agreement and the Proxy have been duly authorized, executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. 4.2 NO CONFLICTS OR CONSENTS. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which he or it or any of his or its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to, 3 any contract to which Stockholder is a party or by which Stockholder or any of his or its affiliates or properties is or may be bound or affected. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person. 4.3 TITLE TO SECURITIES. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions) the number of outstanding shares of Seller Common Stock set forth under the heading "Shares Held of Record" on the signature page hereof; (b) Stockholder holds (free and clear of any encumbrances or restrictions) the options, warrants and other rights to acquire shares of Seller Common Stock set forth under the heading "Options and Other Rights" on the signature page hereof; (c) Stockholder Owns the additional securities of the Seller set forth under the heading "Additional Securities Beneficially Owned" on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Seller, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Seller, other than the shares and options, warrants and other rights set forth on the signature page hereof. 4.4 ACCURACY OF REPRESENTATIONS. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times through the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Acquisition as if made on that date. SECTION 5. ADDITIONAL COVENANTS OF STOCKHOLDER 5.1 FURTHER ASSURANCES. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the Purchaser may request for the purpose of carrying out and furthering the intent of this Agreement. 5.2 LEGENDS. If requested by the Purchaser, Stockholder shall (promptly after the receipt of such request) cause each certificate evidencing any outstanding shares of Seller Common Stock or other securities of the Seller Owned by Stockholder to be surrendered so that the transfer agent for such securities may affix thereto a legend in the following form: THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. SECTION 6. MISCELLANEOUS 4 6.1 EXPENSES. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 6.2 NOTICES. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) when delivered by hand; (b) on the day sent by facsimile provided that the sender has received confirmation of transmission as of or prior to 5:00 p.m. local time of the recipient on such day; (c) the first business day after sent by facsimile to the extent that the sender has received confirmation of transmission after 5:00 p.m. local time of the recipient on the day sent by facsimile; or (d) the first business day after sent by registered mail, by courier or express delivery service, in any case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto): if to Stockholder: at the address set forth on the signature page hereof; and if to the Purchaser: eBay Inc. 2145 Hamilton Ave San Jose, CA 95125 Facsimile: (408) 376-7514 Attention: General Counsel 6.3 SEVERABILITY. If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision. 6.4 ENTIRE AGREEMENT. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties. 6.5 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, 5 and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Purchaser and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Purchaser and its successors and assigns) any rights or remedies of any nature. 6.6 SPECIFIC PERFORMANCE. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither the Purchaser nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.6, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. 6.7 NON-EXCLUSIVITY. The rights and remedies of the Purchaser under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Purchaser under this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. 6.8 GOVERNING LAW; VENUE. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any court located in the State of Delaware or the United States District Court for the District of Delaware. Stockholder: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state court located in the State of Delaware and the United States District Court for the District of Delaware in connection with any such action or proceeding; (ii) agrees that each such court shall be deemed to be a convenient forum; and 6 (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such action or proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of such court, that such action or proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by any such court. Nothing contained in this Section 6.8 shall be deemed to limit or otherwise affect the right of the Purchaser to commence any legal proceeding or otherwise proceed against Stockholder in any other forum or jurisdiction. (c) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT OR THE PROXY. 6.9 COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 6.10 CAPTIONS. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. 6.11 ATTORNEYS' FEES. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled). 6.12 WAIVER. No failure on the part of the Purchaser to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Purchaser in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Purchaser shall not be deemed to have waived any claim available to the Purchaser arising out of this Agreement, or any power, right, privilege or remedy of the Purchaser under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Purchaser; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 6.13 TERMINATION. This Agreement shall terminate and have no further force or effect as of the Voting Covenant Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement prior to such termination. 7 6.14 CAPACITY. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director or officer of Seller (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of Seller) or voting in Stockholder's sole discretion on any matter other than those matters referred to in Section 3. 6.15 CONSTRUCTION. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." (d) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement. 8 IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this Agreement to be executed as of the date first written above. EBAY INC. By: _____________________________________ STOCKHOLDER _________________________________________ Name: Address: __________________________ __________________________ Facsimile: __________________________

Shares Held of Record Options and Other Rights Additional Securities Beneficially Owned - --------------------- ------------------------ ----------------------------------------

9 EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH, BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each of them, the attorneys and proxies of Stockholder with full power of substitution and resubstitution, to the full extent of Stockholder's rights with respect to the outstanding shares of capital stock of the Seller owned of record by Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy. (The shares of the capital stock of the Seller referred to in the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by Stockholder with respect to any of the Shares are hereby revoked, and Stockholder agrees that no subsequent proxies will be given with respect to any of the Shares in contravention of this Proxy. Capitalized terms used in this Proxy and not otherwise defined shall have the meanings ascribed to them in the Voting Agreement (as defined below). This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Purchaser and Stockholder (the "Voting Agreement"), and is granted in consideration of the Purchaser entering into the Asset Purchase Agreement, dated as of the date hereof, between the Purchaser and the Seller (the "Purchase Agreement"). This proxy will terminate on the Voting Covenant Expiration Date (as defined in the Voting Agreement). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Voting Covenant Expiration Date at any meeting of the stockholders of the Seller, however called, and in connection with any action by written consent of stockholders of the Seller (and to which Stockholder is entitled to vote): (i) in favor of the Acquisition (as defined in the Voting Agreement) and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (ii) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or the Voting Agreement. A-1 Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Stockholder (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this proxy is separable from every other part of such provision. Dated: ____________, 2003 _______________________________________ Name Number of shares of common stock of the Seller owned of record as of the date of this proxy: _______________________________________ A-2 EX-99.2 4 f91190exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20, 2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and TICKETMASTER ("Stockholder"). RECITALS A. Stockholder is a holder of record and the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the "Seller"). B. The Purchaser and the Seller are entering into an Asset Purchase Agreement of even date herewith (the "Purchase Agreement") which provides (subject to the conditions set forth therein) for the acquisition of certain assets of the Seller by the Purchaser. C. In order to induce the Purchaser to enter into the Purchase Agreement Stockholder is entering into this Agreement, AGREEMENT The parties to this Agreement, intending to be legally bound, agree as follows: SECTION 1. CERTAIN DEFINITIONS For purposes of this Agreement; (a) Capitalized terms used in this Agreement and not otherwise defined shall have, the meanings given to them in the Purchase Agreement. (b) The term "ACQUISITION" shall mean. the acquisition of the Transferred Assets (as such term is defined in the Purchase Agreement) by the Purchaser pursuant to the terms of the Purchase Agreement, as amended. (c) Stockholder shall be deemed to "OWN" or to have acquired "OWNERSHIP" of a security if Stockholder: (i) is the record owner of such security, or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security. (d) "PERSON" shall mean any: (i) individual, (ii) corporation, limited liability company, partnership or other entity; or (iii) governmental authority. (e) "SELLER COMMON STOCK" shall mean the common stock, par value $0.001 per share, of the Seller. (f) "SUBJECT SECURITIES" shall mean: (i) all securities of the Seller (including all shares of Seller Common Stock and all options, warrants and other rights to acquire shares of Seller Common Stock) Owned by Stockholder as of the date of this Agreement; 1. and (ii) all additional securities of the Seller (including all additional shares of Seller Common Stock and all additional options, warrants and other rights to acquire shares of Seller Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Voting Covenant Expiration Date. (g) A Person shall be deemed to have a effected a "Transfer" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than the Purchaser, (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Purchaser, or (iii) reduces such Person's beneficial ownership of, interest in or risk relating to such security. (h) "VOTING COVENANT EXPIRATION DATE" shall mean the earlier of the date upon which the Purchase Agreement is validly terminated, or the date upon which the Acquisition is consummated. SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS 2.1 RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected. 2.2 RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities. SECTION 3. VOTING OF SHARES 3.1 VOTING COVENANT. On and after the July 5, 2003 and prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Seller, however called, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the Purchaser, Stockholder shall cause all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote); (a) in favor of the Acquisition and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal, (iii) any change in a majority of 2. the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence. 3.2 PROXY. Contemporaneously with the execution of this Agreement: (a) Stockholder shall deliver to the Purchaser a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the "Proxy"); and (b) Stockholder shall cause to be delivered to the Purchaser, as soon as practicably possible, an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Seller Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder. SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder hereby represents and warrants to the Purchaser as follows: 4.1 AUTHORIZATION, ETC. Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or its obligations hereunder and thereunder. This Agreement and the Proxy have been duly authorized, executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. 4.2 NO CONFLICTS OR CONSENTS. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which he or it or any of his or its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to, any contract to which Stockholder is a party or by which Stockholder or any of his or its affiliates or properties is or may be bound or affected. 3. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person. 4.3 TITLE TO SECURITIES. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions) the number of outstanding shares of Seller Common Stock set forth under the heading "Shares Held of Record" on the signature page hereof; (b) Stockholder holds (free and clear of any encumbrances or restrictions) the options, warrants and other rights to acquire shares of Seller Common Stock set forth under the heading "Options and Other Rights" on the signature page hereof; (c) Stockholder Owns the additional securities of the Seller set forth under the heading "Additional Securities Beneficially Owned" on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Seller, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Seller, other than the shares and options, warrants and other rights set forth on the signature page hereof. 4.4 ACCURACY OF REPRESENTATIONS. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times through the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Acquisition as if made on that date. SECTION 5. ADDITIONAL COVENANTS OF STOCKHOLDER 5.1 FURTHER ASSURANCES. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the Purchaser may request for the purpose of carrying out and furthering the intent of this Agreement. Stockholder shall file as promptly as possible after the execution and delivery of this Agreement and in any event within five calendar days after the date of this Agreement, any filing required to be made by Stockholder under Section 13 of the Securities Exchange Act of 1934, as amended, with respect to the execution and delivery of this Agreement, 5.2 LEGENDS. If requested by the Purchaser, Stockholder shall (promptly after the receipt of such request) cause each certificate evidencing any outstanding shares of Seller Common Stock or other securities of the Seller Owned by Stockholder to be surrendered so that the transfer agent for such securities may affix thereto a legend in the following form: THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. 4. 5.3 NO SOLICITATION. Stockholder agrees that during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, and shall not authorize or permit any of Stockholder's Representatives directly or indirectly to: (a) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to the making, submission or announcement of an Acquisition Proposal; (b) furnish any information regarding the Seller or any affiliate of the Seller to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; or (d) approve, endorse or recommend any Acquisition Proposal. The Stockholder shall promptly (and in no event later than 48 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise the Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to the Seller or any affiliate of the Seller (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period from the date of this Agreement through the Voting Covenant Expiration Date. The Stockholder shall keep the Purchaser fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. SECTION 6. MISCELLANEOUS 6.1 EXPENSES. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 6.2 NOTICES. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received; (a) when delivered by hand; (b) on the day sent by facsimile provided that the sender has received confirmation of transmission as of or prior to 5:00 p.m. local time of the recipient on such day; (c) the first business day after sent by facsimile to the extent that the sender has received confirmation of transmission after 5:00 p.m. local time of the recipient on the day sent by facsimile; or (d) the first business day after sent by registered mail, by courier or express delivery service, in any case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto): if to Stockholder: at the address set forth on the signature page hereof; and 5. if to the Purchaser: eBay Inc. 2145 Hamilton Ave San Jose, CA 95125 Facsimile: (408) 376-7514 Attention: General Counsel 6.3 SEVERABILITY. If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision. 6.4 ENTIRE AGREEMENT. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties. 6.5 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned, or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Purchaser and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Purchaser and its successors and assigns) any rights or remedies of any nature. 6.6 SPECIFIC PERFORMANCE. The parties agree, that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any other remedy that may be available to it including monetary damages) to seek and obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Stockholder 6. further agrees that neither the Purchaser nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.6, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. 6.7 NON-EXCLUSIVITY. The rights and remedies of the Purchaser under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Purchaser under this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. 6.8 GOVERNING LAW; VENUE. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any court located in the State of Delaware or the United States District Court for the District of Delaware. Stockholder: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state court located in the State of Delaware and the United Status District Court for the District of Delaware in connection with any such action or proceeding; (ii) agrees that each such court shall be deemed to be a convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such action or proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of such court, that such action or proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by any such court. Nothing contained in this Section 6.8 shall be deemed to limit or otherwise affect the right of the Purchaser to commence any legal proceeding or otherwise proceed against Stockholder in any other forum or jurisdiction. (C) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT OR THE PROXY. 7. 6.9 COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 6.10 CAPTIONS. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. 6.11 ATTORNEYS' FEES. If any legal action or other legal, proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled). 6.12 WAIVER. No failure on the part of the Purchaser to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Purchaser in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Purchaser shall not be deemed to have waived any claim available to the Purchaser arising out of this Agreement, or any power, right, privilege or remedy of the Purchaser under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Purchaser; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 6.13 TERMINATION. This Agreement shall terminate and have no further force or effect as of the Voting Covenant Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any breach of any representation, warranty covenant, obligation or other provision contained in this Agreement prior to such termination. 6.14 CAPACITY. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director or officer of Seller (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of Seller) or voting in Stockholder's sole discretion on any matter other than those matters referred to in Section 3. 6.15 CONSTRUCTION. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (b) The parties agree that any rule of construction to the effect that ambiguities are to be: resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. 8. (c) As used in this Agreement, the words "include", and "including," and variations thereof shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." (d) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement. 9. IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this Agreement to be executed as of the date first written above. EBAY INC. By:________________________________________ STOCKHOLDER ___________________________________________ Name: Address: ___________________________ ___________________________ Facsimile: ___________________________

Shares Held of Record Options and Other Rights Additional Securities Beneficially Owned - --------------------- ------------------------ ----------------------------------------

10. FORM OF IRREVOCABLE PROXY The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH, BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each of them, the attorneys and proxies of Stockholder with full power of substitution and resubstitution, to the full extent of Stockholder's rights with respect to the outstanding shares of capital stock of the Seller owned of record by Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy. (The shares of the capital stock of the Seller referred to in the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by Stockholder with respect to any of the Shares are hereby revoked, and Stockholder agrees that no subsequent proxies will be given with respect to any of the Shares in contravention of this Proxy. Capitalized terms used in this Proxy and not otherwise defined shall have the meanings ascribed to them in the Voting Agreement (as defined below). This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Purchaser and Stockholder (the "Voting Agreement") and is granted in consideration of the Purchaser entering into the Asset Purchase Agreement, dated as of the date hereof, between the Purchaser and the Seller (the "Purchase Agreement"). This proxy will terminate on the Voting Covenant Expiration Date (as defined in the Voting Agreement). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time on and after July 5, 2003 and until the Voting Covenant Expiration Date at any meeting of the stockholders of the Seller, however called, and in connection with any action by written consent of stockholders of the Seller (and to which Stockholder is entitled to vote): (i) in favor of the Acquisition (as defined in the Voting Agreement) and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (ii) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or the Voting Agreement. A-1. Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Stockholder (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this proxy is separable from every other part of such provision. Dated: ____________, 2003 __________________________________________ Name Number of shares of common stock of the Seller owned of record as of the date of this proxy: __________________________________________ A-2. EX-99.3 5 f91190exv99w3.txt EXHIBIT 99.3 EXHIBIT 99.3 VOTING AGREEMENT THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20, 2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and [______________] ("Stockholder"). RECITALS A. Stockholder is a holder of record and the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the "Seller"). B. The Purchaser and the Seller are entering into an Asset Purchase Agreement of even date herewith (the "Purchase Agreement") which provides (subject to the conditions set forth therein) for the acquisition of certain assets of the Seller by the Purchaser. C. In order to induce the Purchaser to enter into the Purchase Agreement, Stockholder is entering into this Agreement. AGREEMENT The parties to this Agreement, intending to be legally bound, agree as follows: SECTION 1. CERTAIN DEFINITIONS For purposes of this Agreement: (a) Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Purchase Agreement. (b) The term "ACQUISITION" shall mean the acquisition of the Transferred Assets (as such term is defined in the Purchase Agreement) by the Purchaser pursuant to the terms of the Purchase Agreement, as amended. (c) Stockholder shall be deemed to "OWN" or to have acquired "OWNERSHIP" of a security if Stockholder: (i) is the record owner of such security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security. (d) "PERSON" shall mean any: (i) individual, (ii) corporation, limited liability company, partnership or other entity; or (iii) governmental authority. 1 (e) "SELLER COMMON STOCK" shall mean the common stock, par value $0.001 per share, of the Seller. (f) "SUBJECT SECURITIES" shall mean: (i) all securities of the Seller (including all shares of Seller Common Stock and all options, warrants and other rights to acquire shares of Seller Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Seller (including all additional shares of Seller Common Stock and all additional options, warrants and other rights to acquire shares of Seller Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Voting Covenant Expiration Date. (g) A Person shall be deemed to have a effected a "TRANSFER" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than the Purchaser; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Purchaser; or (iii) reduces such Person's beneficial ownership of, interest in or risk relating to such security. (h) "VOTING COVENANT EXPIRATION DATE" shall mean the earlier of the date upon which the Purchase Agreement is validly terminated, or the date upon which the Acquisition is consummated. SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS 2.1 RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected. 2.2 RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities. SECTION 3. VOTING OF SHARES 3.1 VOTING COVENANT. Prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Seller, however called, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the Purchaser, Stockholder shall cause all Subject Securities that are entitled under applicable corporate laws to vote at such meeting or by such written consent to be voted (and to which Stockholder is entitled to vote): (a) in favor of the Acquisition and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and 2 (b) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence. 3.2 PROXY. Contemporaneously with the execution of this Agreement: (a) Stockholder shall deliver to the Purchaser a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the "Proxy"); and (b) Stockholder shall cause to be delivered to the Purchaser, as soon as practicably possible, an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Seller Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by Stockholder. SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder hereby represents and warrants to the Purchaser as follows: 4.1 AUTHORIZATION, ETC. Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or its obligations hereunder and thereunder. This Agreement and the Proxy have been duly authorized, executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. 4.2 NO CONFLICTS OR CONSENTS. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which he or it or any of his or its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to, 3 any contract to which Stockholder is a party or by which Stockholder or any of his or its affiliates or properties is or may be bound or affected. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person. 4.3 TITLE TO SECURITIES. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions) the number of outstanding shares of Seller Common Stock set forth under the heading "Shares Held of Record" on the signature page hereof; (b) Stockholder holds (free and clear of any encumbrances or restrictions) the options, warrants and other rights to acquire shares of Seller Common Stock set forth under the heading "Options and Other Rights" on the signature page hereof; (c) Stockholder Owns the additional securities of the Seller set forth under the heading "Additional Securities Beneficially Owned" on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Seller, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Seller, other than the shares and options, warrants and other rights set forth on the signature page hereof. 4.4 ACCURACY OF REPRESENTATIONS. The representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times through the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Acquisition as if made on that date. SECTION 5. ADDITIONAL COVENANTS OF STOCKHOLDER 5.1 FURTHER ASSURANCES. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the Purchaser may request for the purpose of carrying out and furthering the intent of this Agreement. 5.2 LEGENDS. If requested by the Purchaser, Stockholder shall (promptly after the receipt of such request) cause each certificate evidencing any outstanding shares of Seller Common Stock or other securities of the Seller Owned by Stockholder to be surrendered so that the transfer agent for such securities may affix thereto a legend in the following form: THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. 5.3 NO SOLICITATION. Stockholder agrees that, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, and shall not authorize or permit any of Stockholder's Representatives directly or 4 indirectly to: (a) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to the making, submission or announcement of an Acquisition Proposal; (b) furnish any information regarding the Seller or any affiliate of the Seller to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; or (d) approve, endorse or recommend any Acquisition Proposal. The Stockholder shall promptly (and in no event later than 48 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise the Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to the Seller or any affiliate of the Seller (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period from the date of this Agreement through the Voting Covenant Expiration Date. The Stockholder shall keep the Purchaser fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. SECTION 6. MISCELLANEOUS 6.1 EXPENSES. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 6.2 NOTICES. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) when delivered by hand; (b) on the day sent by facsimile provided that the sender has received confirmation of transmission as of or prior to 5:00 p.m. local time of the recipient on such day; (c) the first business day after sent by facsimile to the extent that the sender has received confirmation of transmission after 5:00 p.m. local time of the recipient on the day sent by facsimile; or (d) the first business day after sent by registered mail, by courier or express delivery service, in any case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto): if to Stockholder: at the address set forth on the signature page hereof; and if to the Purchaser: eBay Inc. 2145 Hamilton Ave San Jose, CA 95125 Facsimile: (408) 376-7514 Attention: General Counsel 5 6.3 SEVERABILITY. If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision. 6.4 ENTIRE AGREEMENT. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties. 6.5 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Purchaser and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Purchaser and its successors and assigns) any rights or remedies of any nature. 6.6 SPECIFIC PERFORMANCE. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither the Purchaser nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.6, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. 6.7 NON-EXCLUSIVITY. The rights and remedies of the Purchaser under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Purchaser under 6 this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. 6.8 GOVERNING LAW; VENUE. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any court located in the State of Delaware or the United States District Court for the District of Delaware. Stockholder: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state court located in the State of Delaware and the United States District Court for the District of Delaware in connection with any such action or proceeding; (ii) agrees that each such court shall be deemed to be a convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such action or proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of such court, that such action or proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by any such court. Nothing contained in this Section 6.8 shall be deemed to limit or otherwise affect the right of the Purchaser to commence any legal proceeding or otherwise proceed against Stockholder in any other forum or jurisdiction. (c) STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT OR THE PROXY. 6.9 COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 6.10 CAPTIONS. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. 7 6.11 ATTORNEYS' FEES. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled). 6.12 WAIVER. No failure on the part of the Purchaser to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Purchaser in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Purchaser shall not be deemed to have waived any claim available to the Purchaser arising out of this Agreement, or any power, right, privilege or remedy of the Purchaser under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Purchaser; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 6.13 TERMINATION. This Agreement shall terminate and have no further force or effect as of the Voting Covenant Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement prior to such termination. 6.14 CAPACITY. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director or officer of Seller (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of Seller) or voting in Stockholder's sole discretion on any matter other than those matters referred to in Section 3. 6.15 CONSTRUCTION. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." (d) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement. 8 IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this Agreement to be executed as of the date first written above. EBAY INC. By:_____________________________________ STOCKHOLDER ________________________________________ Name: Address: _______________________________ _______________________________ Facsimile: _________________

Shares Held of Record Options and Other Rights Additional Securities Beneficially Owned - --------------------- ------------------------ ----------------------------------------

9 EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH, BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each of them, the attorneys and proxies of Stockholder with full power of substitution and resubstitution, to the full extent of Stockholder's rights with respect to the outstanding shares of capital stock of the Seller owned of record by Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy. (The shares of the capital stock of the Seller referred to in the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by Stockholder with respect to any of the Shares are hereby revoked, and Stockholder agrees that no subsequent proxies will be given with respect to any of the Shares in contravention of this Proxy. Capitalized terms used in this Proxy and not otherwise defined shall have the meanings ascribed to them in the Voting Agreement (as defined below). This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Purchaser and Stockholder (the "Voting Agreement"), and is granted in consideration of the Purchaser entering into the Asset Purchase Agreement, dated as of the date hereof, between the Purchaser and the Seller (the "Purchase Agreement"). This proxy will terminate on the Voting Covenant Expiration Date (as defined in the Voting Agreement). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Voting Covenant Expiration Date at any meeting of the stockholders of the Seller, however called, and in connection with any action by written consent of stockholders of the Seller (and to which Stockholder is entitled to vote): (i) in favor of the Acquisition (as defined in the Voting Agreement) and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (ii) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or the Voting Agreement. A-1 Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Stockholder (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this proxy is separable from every other part of such provision. Dated: ____________, 2003 ________________________________ Name Number of shares of common stock of the Seller owned of record as of the date of this proxy: ________________________________ A-2 EX-99.4 6 f91190exv99w4.txt EXHIBIT 99.4 EXHIBIT 99.4 VOTING AGREEMENT THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20, 2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and the Miller Entities on Schedule A hereto (each, a "Stockholder"). RECITALS A. Each Stockholder is a holder of record and the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the "Seller"). B. The Purchaser and the Seller are entering into an Asset Purchase Agreement of even date herewith (the "Purchase Agreement") which provides (subject to the conditions set forth therein) for the acquisition of certain assets of the Seller by the Purchaser. C. Prior to the execution of this Agreement, the board of directors of Seller has adopted resolutions: (a) rendering inapplicable the provisions of Section 203 of the Delaware General Corporation Law to this Agreement and the provisions of this Agreement in accordance with its terms; and (b) amending that certain Shareholder Rights Agreement, dated as of May 17, 2001, by and between Seller and Equiserve Trust Company, N.A., in order to prevent the transactions contemplated by this Agreement from triggering the occurrence of a "Stock Acquisition Date" under such Shareholder Rights Agreement. D. In order to induce the Purchaser to enter into the Purchase Agreement, each Stockholder is entering into this Agreement. AGREEMENT The parties to this Agreement, intending to be legally bound, agree as follows: SECTION 1. CERTAIN DEFINITIONS For purposes of this Agreement: (a) Capitalized terms used in this Agreement and not otherwise defined herein or on Exhibit B hereto shall have the meanings given to them in the Purchase Agreement. (b) The term "ACQUISITION" shall mean the acquisition of certain assets of Seller by the Purchaser pursuant to the terms of the Purchase Agreement, as amended. (c) Each Stockholder shall be deemed to "OWN" or to have acquired "OWNERSHIP" of a security if the Stockholder: (i) is the record owner of such security; or 1 (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security. (d) "PERSON" shall mean any: (i) individual, (ii) corporation, limited liability company, partnership or other entity; or (iii) governmental authority. (e) "SELLER COMMON STOCK" shall mean the common stock, par value $0.001 per share, of the Seller. (f) "SUBJECT SECURITIES" shall mean: (i) all securities of the Seller (including all shares of Seller Common Stock and all options, warrants and other rights to acquire shares of Seller Common Stock) Owned by such Stockholder as of the date of this Agreement; and (ii) all additional securities of the Seller (including all additional shares of Seller Common Stock and all additional options, warrants and other rights to acquire shares of Seller Common Stock) of which such Stockholder acquires Ownership during the period from the date of this Agreement through the Voting Covenant Expiration Date. (g) A Person shall be deemed to have a effected a "TRANSFER" of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than the Purchaser; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than the Purchaser; or (iii) reduces such Person's beneficial ownership of, interest in or risk relating to such security. (h) "VOTING COVENANT EXPIRATION DATE" shall mean the earlier of the date upon which the Purchase Agreement is validly terminated, or the date upon which the Acquisition is consummated. SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS 2.1 RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the period from the date of this Agreement through the Voting Covenant Expiration Date, each Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected. 2.2 RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period from the date of this Agreement through the Voting Covenant Expiration Date, each Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities. SECTION 3. VOTING OF SHARES 3.1 VOTING COVENANT. Prior to the Voting Covenant Expiration Date, at any meeting of the stockholders of the Seller, however called, and in any action by written consent of stockholders of the Seller, unless otherwise directed in writing by the Purchaser, each Stockholder shall cause all Subject Securities that are entitled under applicable corporate laws to 2 vote at such meeting or by such written consent to be voted (and to which such Stockholder is entitled to vote): (a) in favor of the Acquisition and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (b) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or this Agreement. Prior to the Voting Covenant Expiration Date, no Stockholder shall enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence. 3.2 PROXY. Contemporaneously with the execution of this Agreement: (a) each Stockholder shall deliver to the Purchaser a proxy in the form attached to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times prior to the Voting Covenant Expiration Date) with respect to the shares referred to therein (the "Proxy"); and (b) each Stockholder shall cause to be delivered to the Purchaser, as soon as practicably possible, an additional proxy (in the form attached hereto as Exhibit A or in a substantially similar form prepared by the record holder that is reasonably satisfactory to Purchaser) executed on behalf of the record owner of any outstanding shares of Seller Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of record, by such Stockholder. SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Each Stockholder hereby represents and warrants to the Purchaser as follows: 4.1 AUTHORIZATION, ETC. Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Proxy and to perform his or its obligations hereunder and thereunder. This Agreement and the Proxy have been duly authorized, executed and delivered by Stockholder and constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. 4.2 NO CONFLICTS OR CONSENTS. 3 (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which he or it or any of his or its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to, any contract to which Stockholder is a party or by which Stockholder or any of his or its affiliates or properties is or may be bound or affected. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any consent or approval of any Person (provided, however, it is acknowledged that the applicability of this Agreement to any Additional Miller Entities is subject to the execution of this Agreement by such Additional Miller Entity). 4.3 TITLE TO SECURITIES. As of the date of this Agreement: (a) Stockholder holds of record (free and clear of any encumbrances or restrictions) the number of outstanding shares of Seller Common Stock set forth under the heading "Shares Held of Record" on the signature page hereof; (b) Stockholder holds (free and clear of any encumbrances or restrictions) the options, warrants and other rights to acquire shares of Seller Common Stock set forth under the heading "Options and Other Rights" on the signature page hereof; (c) Stockholder Owns the additional securities of the Seller set forth under the heading "Additional Securities Beneficially Owned" on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Seller, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Seller, other than the shares and options, warrants and other rights set forth on the signature page hereof. 4.4 ACCURACY OF REPRESENTATIONS. The representations and warranties contained in this Agreement are accurate in all material respects as of the date of this Agreement, will be accurate in all respects at all times through the Voting Covenant Expiration Date and will be accurate in all respects as of the date of the consummation of the Acquisition as if made on that date. SECTION 5. ADDITIONAL COVENANTS OF STOCKHOLDER 5.1 FURTHER ASSURANCES. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as the Purchaser may request for the purpose of carrying out and furthering the intent of this Agreement. In addition, the Miller Entities agree to use their best efforts to cause any of the Additional Miller Entities, as identified on Schedule A under the heading "Shares Beneficially Owned - Approval Required" who have not executed this Agreement as of the date hereof to execute this Agreement as soon as reasonably practicable, but in no event later than June 27, 2003; provided, however, to the extent that any such Additional Miller Entities do not become party to this Agreement, the Miller Entities agree to use their best efforts to cause 4 any such Additional Miller Entities to act and behave in a manner consistent with which such parties would be required to act and behave as if, in fact, they had become a "Stockholder", including, without limitation, with respect to the voting of Subject Securities consistent with the provisions of Section 3.1 of this Agreement. If and at such time that any Additional Miller Entity becomes party to this Agreement, they will be deemed to have been a Stockholder as of the date of this Agreement. 5.2 LEGENDS. If requested by the Purchaser, Stockholder shall (promptly after the receipt of such request) cause each certificate evidencing any outstanding shares of Seller Common Stock or other securities of the Seller Owned by Stockholder to be surrendered so that the transfer agent for such securities may affix thereto a legend in the following form: THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. 5.3 NO SOLICITATION. Each Stockholder agrees that, during the period from the date of this Agreement through the Voting Covenant Expiration Date, such Stockholder shall not, directly or indirectly, and shall not authorize or permit any of such Stockholder's Representatives directly or indirectly to: (a) solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to the making, submission or announcement of an Acquisition Proposal; (b) furnish any information regarding the Seller or any affiliate of the Seller to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; or (d) approve, endorse or recommend any Acquisition Proposal. Each Stockholder shall promptly (and in no event later than 48 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information) advise the Purchaser orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information relating to the Seller or any affiliate of the Seller (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period from the date of this Agreement through the Voting Covenant Expiration Date. Each Stockholder shall keep the Purchaser fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. SECTION 6. MISCELLANEOUS 6.1 EXPENSES. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 6.2 NOTICES. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly 5 delivered, given and received: (a) when delivered by hand; (b) on the day sent by facsimile provided that the sender has received confirmation of transmission as of or prior to 5:00 p.m. local time of the recipient on such day; (c) the first business day after sent by facsimile to the extent that the sender has received confirmation of transmission after 5:00 p.m. local time of the recipient on the day sent by facsimile; or (d) the first business day after sent by registered mail, by courier or express delivery service, in any case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto): if to any Stockholder: at the address set forth on the signature page hereof; and if to the Purchaser: eBay Inc. 2145 Hamilton Ave San Jose, CA 95125 Facsimile: (408) 376-7514 Attention: General Counsel 6.3 SEVERABILITY. If any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each part of each provision of this Agreement is separable from every other part of such provision. 6.4 ENTIRE AGREEMENT. This Agreement, the Proxy and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon either party unless made in writing and signed by both parties. 6.5 ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by any Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon such Stockholder and his heirs, estate, executors and personal representatives and his or its successors and assigns, and shall inure to the benefit of the Purchaser and its successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this 6 Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the Purchaser and its successors and assigns) any rights or remedies of any nature. 6.6 SPECIFIC PERFORMANCE. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Each Stockholder agrees that, in the event of any breach or threatened breach by any Stockholder of any covenant or obligation contained in this Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Each Stockholder further agrees that neither the Purchaser nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.6, and each Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. 6.7 NON-EXCLUSIVITY. The rights and remedies of the Purchaser under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Purchaser under this Agreement, and the obligations and liabilities of any Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under all applicable statutes, rules and regulations. 6.8 GOVERNING LAW; VENUE. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any court located in the State of Delaware or the United States District Court for the District of Delaware. Stockholder: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state court located in the State of Delaware and the United States District Court for the District of Delaware in connection with any such action or proceeding; (ii) agrees that each such court shall be deemed to be a convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such action or proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction of such court, that such 7 action or proceeding has been brought in an inconvenient forum, that the venue of such action or proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by any such court. Nothing contained in this Section 6.8 shall be deemed to limit or otherwise affect the right of the Purchaser to commence any legal proceeding or otherwise proceed against Stockholder in any other forum or jurisdiction. (c) EACH STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT OR THE PROXY. 6.9 COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 6.10 CAPTIONS. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. 6.11 ATTORNEYS' FEES. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought by Purchaser against a Stockholder, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled). 6.12 WAIVER. No failure on the part of the Purchaser to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Purchaser in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Purchaser shall not be deemed to have waived any claim available to the Purchaser arising out of this Agreement, or any power, right, privilege or remedy of the Purchaser under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Purchaser; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 6.13 TERMINATION. This Agreement shall terminate and have no further force or effect as of the Voting Covenant Expiration Date; provided, however, that the termination of this Agreement shall not relieve any party from any liability for any breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement prior to such termination. 6.14 CAPACITY. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall limit or restrict a Stockholder from acting in such Stockholder's capacity as a director or officer of Seller (it being understood that this Agreement shall apply to a 8 Stockholder solely in such Stockholder's capacity as a stockholder of Seller) or voting in such Stockholder's sole discretion on any matter other than those matters referred to in Section 3. 6.15 CONSTRUCTION. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." (d) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement. 9 IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this Agreement to be executed as of the date first written above. EBAY INC. By:____________________________________ STOCKHOLDER _______________________________________ Name: Address: __________________________ __________________________ Facsimile: __________________________

Shares Held of Record Options and Other Rights Additional Securities Beneficially Owned - --------------------- ------------------------ ----------------------------------------

10

ADDITIONAL SECURITIES SHARES HELD OPTIONS AND BENEFICIALLY STOCKHOLDER OF RECORD OTHER RIGHTS OWNED - ---------------------------------- ----------- ------------ -------------

__________________________________________ Name: Lloyd I. Miller, III Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 11

ADDITIONAL SECURITIES SHARES HELD OPTIONS AND BENEFICIALLY STOCKHOLDER OF RECORD OTHER RIGHTS OWNED - ---------------------------------- ----------- ------------ -------------

TRUST A-4 By: ___________________________________________ Name: Title: Address: Facsimile: TRUST C By: ____________________________________________ Name: Title: Address: Facsimile: 1

ADDITIONAL SECURITIES SHARES HELD OPTIONS AND BENEFICIALLY STOCKHOLDER OF RECORD OTHER RIGHTS OWNED - ---------------------------------- ----------- ------------ -------------

MILGRAT II (G) ___________________________________________ Name: Lloyd I. Miller, III Title: Trustee Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 MILFAM I, L.P. By: Milfam LLC, as managing general partner ___________________________________________ Name: Lloyd I. Miller, III Title: Manager Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 MILFAM II, L.P. By: Milfam LLC, as managing general partner ____________________________________________ Name: Lloyd I. Miller, III Title: Manager Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 ALEXANDRA UGMA ____________________________________________ Name: Lloyd I. Miller, III Title: Custodian Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 1

ADDITIONAL SECURITIES SHARES HELD OPTIONS AND BENEFICIALLY STOCKHOLDER OF RECORD OTHER RIGHTS OWNED - ---------------------------------- ----------- ------------ -------------

CATHERINE MILLER GST ____________________________________________ Name: Lloyd I. Miller, III Title: Trustee Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 LLOYD I. MILLER LLC By: ________________________________________ Name: Lloyd I. Miller, III Title: Manager Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 LLOYD CRIDER GST By: ________________________________________ Name: Lloyd I. Miller, III Title: Trustee Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 KIMBERLY S. MILLER GST _____________________________________________ Name: Lloyd I. Miller, III Title: Trustee Address: 4550 Gordon Drive Naples, Florida 34102 Facsimile: (239) 262-8025 2

ADDITIONAL SECURITIES SHARES HELD OPTIONS AND BENEFICIALLY STOCKHOLDER OF RECORD OTHER RIGHTS OWNED - ---------------------------------- ----------- ------------ -------------

______________________________________ Name: Dail Miller Address: Facsimile: TYLER DULMAGE UGMA By: ___________________________________ Name: Dail Miller Title: Custodian Address: Facsimile: WYLIE DULMAGE UGMA _______________________________________ Name: Dail Miller Title: Custodian Address: Facsimile: 1

ADDITIONAL SECURITIES SHARES HELD OPTIONS AND BENEFICIALLY STOCKHOLDER OF RECORD OTHER RIGHTS OWNED - ---------------------------------- ----------- ------------ -------------

_____________________________________ Name: Kimberly S. Miller Address: Facsimile: 1 EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH, BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each of them, the attorneys and proxies of Stockholder with full power of substitution and resubstitution, to the full extent of Stockholder's rights with respect to the outstanding shares of capital stock of the Seller owned of record by Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy. (The shares of the capital stock of the Seller referred to in the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by Stockholder with respect to any of the Shares are hereby revoked, and Stockholder agrees that no subsequent proxies will be given with respect to any of the Shares in contravention of this Proxy. Capitalized terms used in this Proxy and not otherwise defined shall have the meanings ascribed to them in the Voting Agreement (as defined below). This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between the Purchaser and Stockholder (the "Voting Agreement"), and is granted in consideration of the Purchaser entering into the Asset Purchase Agreement, dated as of the date hereof, between the Purchaser and the Seller (the "Purchase Agreement"). This proxy will terminate on the Voting Covenant Expiration Date (as defined in the Voting Agreement). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the Voting Covenant Expiration Date at any meeting of the stockholders of the Seller, however called, and in connection with any action by written consent of stockholders of the Seller (and to which Stockholder is entitled to vote): (i) in favor of the Acquisition (as defined in the Voting Agreement) and the execution and delivery by the Seller of the Purchase Agreement, in favor of each of the other actions contemplated by the Purchase Agreement and in favor of any action in furtherance of any of the foregoing; and (ii) against the following actions (other than the Acquisition and the transactions contemplated by the Purchase Agreement, including, without limitation, the change in Seller's corporate name or the dissolution and liquidation of the Seller): (i) any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any change in a majority of the board of directors of the Seller; (iv) any amendment to the Seller's certificate of incorporation or bylaws; (v) any material change in the capitalization of the Seller or the Seller's corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Acquisition or any of the other transactions contemplated by the Purchase Agreement or the Voting Agreement. 1 Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Stockholder (including any transferee of any of the Shares). If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then: (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this proxy is separable from every other part of such provision. Dated: ____________, 2003 ________________________________________ Name Number of shares of common stock of the Seller owned of record as of the date of this proxy: ________________________________________ 2 EXHIBIT B DEFINITIONS ACQUISITION PROPOSAL. "Acquisition Proposal" shall mean any offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry or indication of interest made or submitted by the Purchaser) contemplating or otherwise relating to any Acquisition Transaction. ACQUISITION TRANSACTION. "Acquisition Transaction" shall mean any transaction or series of transactions involving: (a) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction: (i) in which the Seller is a constituent corporation; (ii) in which a Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of the Seller; or (iii) in which the Seller issues securities representing more than 15% of the outstanding securities of any class of voting securities of the Seller; (b) any sale, lease, exchange, transfer, license, acquisition or other disposition of all or a material portion of the Seller's business or assets (other than in the ordinary course of business consistent with past practice); or (c) any liquidation or dissolution of the Seller other than a plan of dissolution and liquidation not involving any third party that is adopted by the board of directors of the Seller and submitted to the stockholders of the Seller for approval at the stockholders' meeting as contemplated by Section 4.4 of the Purchase Agreement. ENTITY. "Entity" shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity. GOVERNMENTAL BODY. "Governmental Body" shall mean any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multi-national organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature. PERSON. "Person" shall mean any individual, Entity or Governmental Body. REPRESENTATIVES. "Representatives" of a party shall mean: (a) such party's officers, directors, employees, stockholders, affiliates, attorneys, investment bankers, advisors, accountants, agents and representatives; and (b) the officers, directors, employees, stockholders, attorneys, investment bankers, advisors, accountants, agents and representatives of each of such party's affiliates. 3 SCHEDULE A Beneficial Ownership of FairMarket, Inc. Common Stock by Lloyd I. Miller, III ("Miller Entities") Shares Beneficially Owned - No Approval Required

PERSON/ENTITY NUMBER OF SHARES Lloyd I. Miller LLC 15,400 Milfam I, L.P. 176,253 Milfam II, L.P. 979,375 Catherine Miller GST 21,900 Kimberly S. Miller GST 15,400 Lloyd Crider GST 15,000 Alexandra UGMA 21,800 Milgrat II (G) 456,254 Lloyd I. Miller, III 617,165 Total: 2,318,574 =========

Shares Beneficially Owned - Approval Required ("Additional Miller Entities")

Person/Entity NUMBER OF SHARES Dail Miller 9,000 Wylie Dulmage UGMA 10,500 Tyler Dulmage UGMA 10,500 Trust A-4 1,097,536 Trust C 227,505 Kimberly S. Miller 14,400 Total: 1,369,441 =========

A-1 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20,
2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and
[______________] ("Stockholder").

                                    RECITALS

         A.       Stockholder is a holder of record and the "beneficial owner"
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the
"Seller").

         B.       The Purchaser and the Seller are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the conditions set forth therein) for the acquisition of
certain assets of the Seller by the Purchaser.

         C.       In order to induce the Purchaser to enter into the Purchase
Agreement, Stockholder is entering into this Agreement.

                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

SECTION  1.       CERTAIN DEFINITIONS

                  For purposes of this Agreement:

                  (a)      Capitalized terms used in this Agreement and not
         otherwise defined shall have the meanings given to them in the Purchase
         Agreement.

                  (b)      The term "ACQUISITION" shall mean the acquisition of
         the Transferred Assets (as such term is defined in the Purchase
         Agreement) by the Purchaser pursuant to the terms of the Purchase
         Agreement, as amended.

                  (c)      Stockholder shall be deemed to "OWN" or to have
         acquired "OWNERSHIP" of a security if Stockholder: (i) is the record
         owner of such security; or (ii) is the "beneficial owner" (within the
         meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
         such security.

                  (d)      "PERSON" shall mean any: (i) individual, (ii)
         corporation, limited liability company, partnership or other entity; or
         (iii) governmental authority.

                                       1



                  (e)      "SELLER COMMON STOCK" shall mean the common stock,
         par value $0.001 per share, of the Seller.

                  (f)      "SUBJECT SECURITIES" shall mean: (i) all securities
         of the Seller (including all shares of Seller Common Stock and all
         options, warrants and other rights to acquire shares of Seller Common
         Stock) Owned by Stockholder as of the date of this Agreement; and (ii)
         all additional securities of the Seller (including all additional
         shares of Seller Common Stock and all additional options, warrants and
         other rights to acquire shares of Seller Common Stock) of which
         Stockholder acquires Ownership during the period from the date of this
         Agreement through the Voting Covenant Expiration Date.

                  (g)      A Person shall be deemed to have a effected a
         "TRANSFER" of a security if such Person directly or indirectly: (i)
         sells, pledges, encumbers, grants an option with respect to, transfers
         or disposes of such security or any interest in such security to any
         Person other than the Purchaser; (ii) enters into an agreement or
         commitment contemplating the possible sale of, pledge of, encumbrance
         of, grant of an option with respect to, transfer of or disposition of
         such security or any interest therein to any Person other than the
         Purchaser; or (iii) reduces such Person's beneficial ownership of,
         interest in or risk relating to such security.

                  (h)      "VOTING COVENANT EXPIRATION DATE" shall mean the
         earlier of the date upon which the Purchase Agreement is validly
         terminated, or the date upon which the Acquisition is consummated.

SECTION 2.        RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING
                  RIGHTS

         2.1      RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the
period from the date of this Agreement through the Voting Covenant Expiration
Date, Stockholder shall not, directly or indirectly, cause or permit any
Transfer of any of the Subject Securities to be effected.

         2.2      RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period
from the date of this Agreement through the Voting Covenant Expiration Date,
Stockholder shall ensure that: (a) none of the Subject Securities is deposited
into a voting trust; and (b) no proxy is granted, and no voting agreement or
similar agreement is entered into, with respect to any of the Subject
Securities.

SECTION 3.        VOTING OF SHARES

         3.1      VOTING COVENANT. Prior to the Voting Covenant Expiration Date,
at any meeting of the stockholders of the Seller, however called, and in any
action by written consent of stockholders of the Seller, unless otherwise
directed in writing by the Purchaser, Stockholder shall cause all Subject
Securities that are entitled under applicable corporate laws to vote at such
meeting or by such written consent to be voted (and to which Stockholder is
entitled to vote):

                  (a)      in favor of the Acquisition and the execution and
         delivery by the Seller of the Purchase Agreement, in favor of each of
         the other actions contemplated by the Purchase Agreement and in favor
         of any action in furtherance of any of the foregoing; and

                                       2



                  (b)      against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase
         Agreement, including, without limitation, the change in Seller's
         corporate name or the dissolution and liquidation of the Seller): (i)
         any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any
         change in a majority of the board of directors of the Seller; (iv) any
         amendment to the Seller's certificate of incorporation or bylaws; (v)
         any material change in the capitalization of the Seller or the Seller's
         corporate structure; and (vi) any other action which is intended, or
         could reasonably be expected, to impede, interfere with, delay,
         postpone, discourage or adversely affect the Acquisition or any of the
         other transactions contemplated by the Purchase Agreement or this
         Agreement.

Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into
any agreement or understanding with any Person to vote or give instructions in
any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.

         3.2      PROXY. Contemporaneously with the execution of this Agreement:
(a) Stockholder shall deliver to the Purchaser a proxy in the form attached to
this Agreement as Exhibit A, which shall be irrevocable to the fullest extent
permitted by law (at all times prior to the Voting Covenant Expiration Date)
with respect to the shares referred to therein (the "Proxy"); and (b)
Stockholder shall cause to be delivered to the Purchaser, as soon as practicably
possible, an additional proxy (in the form attached hereto as Exhibit A)
executed on behalf of the record owner of any outstanding shares of Seller
Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934), but not of record, by Stockholder.

SECTION 4.        REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

         Stockholder hereby represents and warrants to the Purchaser as follows:

         4.1      AUTHORIZATION, ETC. Stockholder has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and the Proxy and to perform his or its obligations hereunder and
thereunder. This Agreement and the Proxy have been duly authorized, executed and
delivered by Stockholder and constitute legal, valid and binding obligations of
Stockholder, enforceable against Stockholder in accordance with their terms,
subject to: (a) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (b) rules of law governing specific performance,
injunctive relief and other equitable remedies.

         4.2      NO CONFLICTS OR CONSENTS.

                  (a)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not: (i) conflict with or violate any
         law, rule, regulation, order, decree or judgment applicable to
         Stockholder or by which he or it or any of his or its properties is or
         may be bound or affected; or (ii) result in or constitute (with or
         without notice or lapse of time) any breach of or default under, or
         result (with or without notice or lapse of time) in the creation of any
         encumbrance or restriction on any of the Subject Securities pursuant
         to,

                                       3



         any contract to which Stockholder is a party or by which Stockholder or
         any of his or its affiliates or properties is or may be bound or
         affected.

                  (b)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not, require any consent or approval of
         any Person.

         4.3      TITLE TO SECURITIES. As of the date of this Agreement: (a)
Stockholder holds of record (free and clear of any encumbrances or restrictions)
the number of outstanding shares of Seller Common Stock set forth under the
heading "Shares Held of Record" on the signature page hereof; (b) Stockholder
holds (free and clear of any encumbrances or restrictions) the options, warrants
and other rights to acquire shares of Seller Common Stock set forth under the
heading "Options and Other Rights" on the signature page hereof; (c) Stockholder
Owns the additional securities of the Seller set forth under the heading
"Additional Securities Beneficially Owned" on the signature page hereof; and (d)
Stockholder does not directly or indirectly Own any shares of capital stock or
other securities of the Seller, or any option, warrant or other right to acquire
(by purchase, conversion or otherwise) any shares of capital stock or other
securities of the Seller, other than the shares and options, warrants and other
rights set forth on the signature page hereof.

         4.4      ACCURACY OF REPRESENTATIONS. The representations and
warranties contained in this Agreement are accurate in all respects as of the
date of this Agreement, will be accurate in all respects at all times through
the Voting Covenant Expiration Date and will be accurate in all respects as of
the date of the consummation of the Acquisition as if made on that date.

SECTION 5.        ADDITIONAL COVENANTS OF STOCKHOLDER

         5.1      FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder shall execute and deliver, or cause to be executed
and delivered, such additional transfers, assignments, endorsements, proxies,
consents and other instruments, and shall take such further actions, as the
Purchaser may request for the purpose of carrying out and furthering the intent
of this Agreement.

         5.2      LEGENDS. If requested by the Purchaser, Stockholder shall
(promptly after the receipt of such request) cause each certificate evidencing
any outstanding shares of Seller Common Stock or other securities of the Seller
Owned by Stockholder to be surrendered so that the transfer agent for such
securities may affix thereto a legend in the following form:

         THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
         SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN
         COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS
         OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT
         THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

SECTION 6.        MISCELLANEOUS

                                       4



         6.1      EXPENSES. All costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.

         6.2      NOTICES. Any notice or other communication required or
permitted to be delivered to any party under this Agreement shall be in writing
and shall be deemed properly delivered, given and received: (a) when delivered
by hand; (b) on the day sent by facsimile provided that the sender has received
confirmation of transmission as of or prior to 5:00 p.m. local time of the
recipient on such day; (c) the first business day after sent by facsimile to the
extent that the sender has received confirmation of transmission after 5:00 p.m.
local time of the recipient on the day sent by facsimile; or (d) the first
business day after sent by registered mail, by courier or express delivery
service, in any case to the address or facsimile telephone number set forth
beneath the name of such party below (or to such other address or facsimile
telephone number as such party shall have specified in a written notice given to
the other parties hereto):

                  if to Stockholder:

                           at the address set forth on the signature page
                  hereof; and

                  if to the Purchaser:

                                    eBay Inc.
                                    2145 Hamilton Ave
                                    San Jose, CA 95125
                                    Facsimile: (408) 376-7514
                                    Attention: General Counsel

         6.3      SEVERABILITY. If any provision of this Agreement or any part
of any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then: (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent; (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction; and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Agreement. Each
provision of this Agreement is separable from every other provision of this
Agreement, and each part of each provision of this Agreement is separable from
every other part of such provision.

         6.4      ENTIRE AGREEMENT. This Agreement, the Proxy and any other
documents delivered by the parties in connection herewith constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings between the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon either party unless made in writing and
signed by both parties.

         6.5      ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither
this Agreement nor any of the interests or obligations hereunder may be assigned
or delegated by Stockholder,

                                       5



and any attempted or purported assignment or delegation of any of such interests
or obligations shall be void. Subject to the preceding sentence, this Agreement
shall be binding upon Stockholder and his heirs, estate, executors and personal
representatives and his or its successors and assigns, and shall inure to the
benefit of the Purchaser and its successors and assigns. Without limiting any of
the restrictions set forth in Section 2 or elsewhere in this Agreement, this
Agreement shall be binding upon any Person to whom any Subject Securities are
transferred. Nothing in this Agreement is intended to confer on any Person
(other than the Purchaser and its successors and assigns) any rights or remedies
of any nature.

         6.6      SPECIFIC PERFORMANCE. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement or
the Proxy were not performed in accordance with its specific terms or were
otherwise breached. Stockholder agrees that, in the event of any breach or
threatened breach by Stockholder of any covenant or obligation contained in this
Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any
other remedy that may be available to it, including monetary damages) to seek
and obtain: (a) a decree or order of specific performance to enforce the
observance and performance of such covenant or obligation; and (b) an injunction
restraining such breach or threatened breach. Stockholder further agrees that
neither the Purchaser nor any other Person shall be required to obtain, furnish
or post any bond or similar instrument in connection with or as a condition to
obtaining any remedy referred to in this Section 6.6, and Stockholder
irrevocably waives any right he or it may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.

         6.7      NON-EXCLUSIVITY. The rights and remedies of the Purchaser
under this Agreement are not exclusive of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative (and not alternative). Without limiting the
generality of the foregoing, the rights and remedies of the Purchaser under this
Agreement, and the obligations and liabilities of Stockholder under this
Agreement, are in addition to their respective rights, remedies, obligations and
liabilities under common law requirements and under all applicable statutes,
rules and regulations.

         6.8      GOVERNING LAW; VENUE.

                  (a)      This Agreement shall be construed in accordance with,
         and governed in all respects by, the internal laws of the State of
         Delaware (without giving effect to principles of conflicts of laws).

                  (b)      Any legal action or other legal proceeding relating
         to this Agreement or the enforcement of any provision of this Agreement
         may be brought or otherwise commenced in any court located in the State
         of Delaware or the United States District Court for the District of
         Delaware. Stockholder:

                           (i)      expressly and irrevocably consents and
                  submits to the exclusive jurisdiction of each state court
                  located in the State of Delaware and the United States
                  District Court for the District of Delaware in connection with
                  any such action or proceeding;

                           (ii)     agrees that each such court shall be deemed
                  to be a convenient forum; and

                                       6



                           (iii)    agrees not to assert (by way of motion, as a
                  defense or otherwise), in any such action or proceeding
                  commenced in any such court, any claim that such party is not
                  subject personally to the jurisdiction of such court, that
                  such action or proceeding has been brought in an inconvenient
                  forum, that the venue of such action or proceeding is improper
                  or that this Agreement or the subject matter of this Agreement
                  may not be enforced in or by any such court.

         Nothing contained in this Section 6.8 shall be deemed to limit or
         otherwise affect the right of the Purchaser to commence any legal
         proceeding or otherwise proceed against Stockholder in any other forum
         or jurisdiction.

                  (c)      STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY
         TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS
         AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS
         AGREEMENT OR THE PROXY.

         6.9      COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

         6.10     CAPTIONS. The captions contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

         6.11     ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
is brought against Stockholder, the prevailing party shall be entitled to
recover reasonable attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).

         6.12     WAIVER. No failure on the part of the Purchaser to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of the Purchaser in exercising any power, right, privilege or remedy under
this Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy. The Purchaser shall not be deemed to have
waived any claim available to the Purchaser arising out of this Agreement, or
any power, right, privilege or remedy of the Purchaser under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of the
Purchaser; and any such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.

         6.13     TERMINATION. This Agreement shall terminate and have no
further force or effect as of the Voting Covenant Expiration Date; provided,
however, that the termination of this Agreement shall not relieve any party from
any liability for any breach of any representation, warranty, covenant,
obligation or other provision contained in this Agreement prior to such
termination.

                                       7



         6.14     CAPACITY. Notwithstanding anything in this Agreement to the
contrary, nothing in this Agreement shall limit or restrict Stockholder from
acting in Stockholder's capacity as a director or officer of Seller (it being
understood that this Agreement shall apply to Stockholder solely in
Stockholder's capacity as a stockholder of Seller) or voting in Stockholder's
sole discretion on any matter other than those matters referred to in Section 3.

         6.15     CONSTRUCTION.

                  (a)      For purposes of this Agreement, whenever the context
         requires: the singular number shall include the plural, and vice versa;
         the masculine gender shall include the feminine and neuter genders; the
         feminine gender shall include the masculine and neuter genders; and the
         neuter gender shall include masculine and feminine genders.

                  (b)      The parties agree that any rule of construction to
         the effect that ambiguities are to be resolved against the drafting
         party shall not be applied in the construction or interpretation of
         this Agreement.

                  (c)      As used in this Agreement, the words "include" and
         "including," and variations thereof, shall not be deemed to be terms of
         limitation, but rather shall be deemed to be followed by the words
         "without limitation."

                  (d)      Except as otherwise indicated, all references in this
         Agreement to "Sections" and "Exhibits" are intended to refer to
         Sections of this Agreement and Exhibits to this Agreement.

                                       8



         IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this
Agreement to be executed as of the date first written above.

                                      EBAY INC.

                                      By: _____________________________________

                                      STOCKHOLDER

                                      _________________________________________
                                      Name:

                                      Address:      __________________________

                                                    __________________________


                                      Facsimile:    __________________________



Shares Held of Record   Options and Other Rights   Additional Securities Beneficially Owned
- ---------------------   ------------------------   ----------------------------------------
                                             


                                       9



                                    EXHIBIT A
                            FORM OF IRREVOCABLE PROXY

         The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a
Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent
permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH,
BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each
of them, the attorneys and proxies of Stockholder with full power of
substitution and resubstitution, to the full extent of Stockholder's rights with
respect to the outstanding shares of capital stock of the Seller owned of record
by Stockholder as of the date of this proxy, which shares are specified on the
final page of this proxy. (The shares of the capital stock of the Seller
referred to in the immediately preceding sentence are collectively referred to
as the "Shares.") Upon the execution hereof, all prior proxies given by
Stockholder with respect to any of the Shares are hereby revoked, and
Stockholder agrees that no subsequent proxies will be given with respect to any
of the Shares in contravention of this Proxy. Capitalized terms used in this
Proxy and not otherwise defined shall have the meanings ascribed to them in the
Voting Agreement (as defined below).

         This proxy is irrevocable, is coupled with an interest and is granted
in connection with the Voting Agreement, dated as of the date hereof, between
the Purchaser and Stockholder (the "Voting Agreement"), and is granted in
consideration of the Purchaser entering into the Asset Purchase Agreement, dated
as of the date hereof, between the Purchaser and the Seller (the "Purchase
Agreement"). This proxy will terminate on the Voting Covenant Expiration Date
(as defined in the Voting Agreement).

         The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time until the Voting Covenant
Expiration Date at any meeting of the stockholders of the Seller, however
called, and in connection with any action by written consent of stockholders of
the Seller (and to which Stockholder is entitled to vote):

                  (i)      in favor of the Acquisition (as defined in the Voting
         Agreement) and the execution and delivery by the Seller of the Purchase
         Agreement, in favor of each of the other actions contemplated by the
         Purchase Agreement and in favor of any action in furtherance of any of
         the foregoing; and

                  (ii)     against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase
         Agreement, including, without limitation, the change in Seller's
         corporate name or the dissolution and liquidation of the Seller): (i)
         any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any
         change in a majority of the board of directors of the Seller; (iv) any
         amendment to the Seller's certificate of incorporation or bylaws; (v)
         any material change in the capitalization of the Seller or the Seller's
         corporate structure; and (vi) any other action which is intended, or
         could reasonably be expected, to impede, interfere with, delay,
         postpone, discourage or adversely affect the Acquisition or any of the
         other transactions contemplated by the Purchase Agreement or the Voting
         Agreement.

                                      A-1



         Stockholder may vote the Shares on all other matters not referred to in
this proxy, and the attorneys and proxies named above may not exercise this
proxy with respect to such other matters.

         This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of Stockholder (including any transferee
of any of the Shares).

         If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then: (a) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent; (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction; and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.

Dated:  ____________, 2003
                                         _______________________________________
                                         Name

                                         Number of shares of common stock of
                                         the Seller owned of record as of the
                                         date of this proxy:

                                         _______________________________________

                                      A-2

EX-99.2

                                                                    EXHIBIT 99.2

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20,
2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and
TICKETMASTER ("Stockholder").

                                    RECITALS

         A.       Stockholder is a holder of record and the "beneficial owner"
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the
"Seller").

         B.       The Purchaser and the Seller are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the conditions set forth therein) for the acquisition of
certain assets of the Seller by the Purchaser.

         C.       In order to induce the Purchaser to enter into the Purchase
Agreement Stockholder is entering into this Agreement,

                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

SECTION 1. CERTAIN DEFINITIONS

         For purposes of this Agreement;

                  (a)      Capitalized terms used in this Agreement and not
         otherwise defined shall have, the meanings given to them in the
         Purchase Agreement.

                  (b)      The term "ACQUISITION" shall mean. the acquisition of
         the Transferred Assets (as such term is defined in the Purchase
         Agreement) by the Purchaser pursuant to the terms of the Purchase
         Agreement, as amended.

                  (c)      Stockholder shall be deemed to "OWN" or to have
         acquired "OWNERSHIP" of a security if Stockholder: (i) is the record
         owner of such security, or (ii) is the "beneficial owner" (within the
         meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
         such security.

                  (d)      "PERSON" shall mean any: (i) individual, (ii)
         corporation, limited liability company, partnership or other entity; or
         (iii) governmental authority.

                  (e)      "SELLER COMMON STOCK" shall mean the common stock,
         par value $0.001 per share, of the Seller.

                  (f)      "SUBJECT SECURITIES" shall mean: (i) all securities
         of the Seller (including all shares of Seller Common Stock and all
         options, warrants and other rights to acquire shares of Seller Common
         Stock) Owned by Stockholder as of the date of this Agreement;

                                       1.



         and (ii) all additional securities of the Seller (including all
         additional shares of Seller Common Stock and all additional options,
         warrants and other rights to acquire shares of Seller Common Stock) of
         which Stockholder acquires Ownership during the period from the date of
         this Agreement through the Voting Covenant Expiration Date.

                  (g)      A Person shall be deemed to have a effected a
         "Transfer" of a security if such Person directly or indirectly: (i)
         sells, pledges, encumbers, grants an option with respect to, transfers
         or disposes of such security or any interest in such security to any
         Person other than the Purchaser, (ii) enters into an agreement or
         commitment contemplating the possible sale of, pledge of, encumbrance
         of, grant of an option with respect to, transfer of or disposition of
         such security or any interest therein to any Person other than the
         Purchaser, or (iii) reduces such Person's beneficial ownership of,
         interest in or risk relating to such security.

                  (h)      "VOTING COVENANT EXPIRATION DATE" shall mean the
         earlier of the date upon which the Purchase Agreement is validly
         terminated, or the date upon which the Acquisition is consummated.

SECTION 2. RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS

         2.1      RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the
period from the date of this Agreement through the Voting Covenant Expiration
Date, Stockholder shall not, directly or indirectly, cause or permit any
Transfer of any of the Subject Securities to be effected.

         2.2      RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period
from the date of this Agreement through the Voting Covenant Expiration Date,
Stockholder shall ensure that: (a) none of the Subject Securities is deposited
into a voting trust; and (b) no proxy is granted, and no voting agreement or
similar agreement is entered into, with respect to any of the Subject
Securities.

SECTION 3. VOTING OF SHARES

         3.1      VOTING COVENANT. On and after the July 5, 2003 and prior to
the Voting Covenant Expiration Date, at any meeting of the stockholders of the
Seller, however called, and in any action by written consent of stockholders of
the Seller, unless otherwise directed in writing by the Purchaser, Stockholder
shall cause all Subject Securities that are entitled under applicable corporate
laws to vote at such meeting or by such written consent to be voted (and to
which Stockholder is entitled to vote);

                  (a)      in favor of the Acquisition and the execution and
         delivery by the Seller of the Purchase Agreement, in favor of each of
         the other actions contemplated by the Purchase Agreement and in favor
         of any action in furtherance of any of the foregoing; and

                  (b)      against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase Agreement
         including, without limitation, the change in Seller's corporate name or
         the dissolution and liquidation of the Seller): (i) any Acquisition
         Transaction; (ii) any Acquisition Proposal, (iii) any change in a
         majority of

                                       2.



         the board of directors of the Seller; (iv) any amendment to the
         Seller's certificate of incorporation or bylaws; (v) any material
         change in the capitalization of the Seller or the Seller's corporate
         structure; and (vi) any other action which is intended, or could
         reasonably be expected, to impede, interfere with, delay, postpone,
         discourage or adversely affect the Acquisition or any of the other
         transactions contemplated by the Purchase Agreement or this Agreement.

Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into
any agreement or understanding with any Person to vote or give instructions in
any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.

         3.2      PROXY. Contemporaneously with the execution of this Agreement:
(a) Stockholder shall deliver to the Purchaser a proxy in the form attached to
this Agreement as Exhibit A, which shall be irrevocable to the fullest extent
permitted by law (at all times prior to the Voting Covenant Expiration Date)
with respect to the shares referred to therein (the "Proxy"); and (b)
Stockholder shall cause to be delivered to the Purchaser, as soon as practicably
possible, an additional proxy (in the form attached hereto as Exhibit A)
executed on behalf of the record owner of any outstanding shares of Seller
Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934), but not of record, by Stockholder.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

         Stockholder hereby represents and warrants to the Purchaser as follows:

         4.1      AUTHORIZATION, ETC. Stockholder has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and the Proxy and to perform his or its obligations hereunder and
thereunder. This Agreement and the Proxy have been duly authorized, executed and
delivered by Stockholder and constitute legal, valid and binding obligations of
Stockholder, enforceable against Stockholder in accordance with their terms,
subject to: (a) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (b) rules of law governing specific performance,
injunctive relief and other equitable remedies.

         4.2      NO CONFLICTS OR CONSENTS.

                  (a)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not: (i) conflict with or violate any
         law, rule, regulation, order, decree or judgment applicable to
         Stockholder or by which he or it or any of his or its properties is or
         may be bound or affected; or (ii) result in or constitute (with or
         without notice or lapse of time) any breach of or default under, or
         result (with or without notice or lapse of time) in the creation of any
         encumbrance or restriction on any of the Subject Securities pursuant
         to, any contract to which Stockholder is a party or by which
         Stockholder or any of his or its affiliates or properties is or may be
         bound or affected.

                                       3.



                  (b)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not, require any consent or approval of
         any Person.

         4.3      TITLE TO SECURITIES. As of the date of this Agreement: (a)
Stockholder holds of record (free and clear of any encumbrances or restrictions)
the number of outstanding shares of Seller Common Stock set forth under the
heading "Shares Held of Record" on the signature page hereof; (b) Stockholder
holds (free and clear of any encumbrances or restrictions) the options, warrants
and other rights to acquire shares of Seller Common Stock set forth under the
heading "Options and Other Rights" on the signature page hereof; (c) Stockholder
Owns the additional securities of the Seller set forth under the heading
"Additional Securities Beneficially Owned" on the signature page hereof; and (d)
Stockholder does not directly or indirectly Own any shares of capital stock or
other securities of the Seller, or any option, warrant or other right to acquire
(by purchase, conversion or otherwise) any shares of capital stock or other
securities of the Seller, other than the shares and options, warrants and other
rights set forth on the signature page hereof.

         4.4      ACCURACY OF REPRESENTATIONS. The representations and
warranties contained in this Agreement are accurate in all respects as of the
date of this Agreement, will be accurate in all respects at all times through
the Voting Covenant Expiration Date and will be accurate in all respects as of
the date of the consummation of the Acquisition as if made on that date.

SECTION 5. ADDITIONAL COVENANTS OF STOCKHOLDER

         5.1      FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder shall execute and deliver, or cause to be executed
and delivered, such additional transfers, assignments, endorsements, proxies,
consents and other instruments, and shall take such further actions, as the
Purchaser may request for the purpose of carrying out and furthering the intent
of this Agreement. Stockholder shall file as promptly as possible after the
execution and delivery of this Agreement and in any event within five calendar
days after the date of this Agreement, any filing required to be made by
Stockholder under Section 13 of the Securities Exchange Act of 1934, as amended,
with respect to the execution and delivery of this Agreement,

         5.2      LEGENDS. If requested by the Purchaser, Stockholder shall
(promptly after the receipt of such request) cause each certificate evidencing
any outstanding shares of Seller Common Stock or other securities of the Seller
Owned by Stockholder to be surrendered so that the transfer agent for such
securities may affix thereto a legend in the following form:

         THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
         SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN
         COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS
         OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT
         THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

                                       4.



         5.3      NO SOLICITATION. Stockholder agrees that during the period
from the date of this Agreement through the Voting Covenant Expiration Date,
Stockholder shall not, directly or indirectly, and shall not authorize or permit
any of Stockholder's Representatives directly or indirectly to: (a) solicit,
initiate, knowingly encourage, induce or facilitate the making, submission or
announcement of any Acquisition Proposal or take any action that could
reasonably be expected to lead to the making, submission or announcement of an
Acquisition Proposal; (b) furnish any information regarding the Seller or any
affiliate of the Seller to any Person in connection with or in response to an
Acquisition Proposal or an inquiry or indication of interest that could lead to
an Acquisition Proposal; (c) engage in discussions or negotiations with any
Person with respect to any Acquisition Proposal; or (d) approve, endorse or
recommend any Acquisition Proposal. The Stockholder shall promptly (and in no
event later than 48 hours after receipt of any Acquisition Proposal, any inquiry
or indication of interest that could lead to an Acquisition Proposal or any
request for nonpublic information) advise the Purchaser orally and in writing of
any Acquisition Proposal, any inquiry or indication of interest that could lead
to an Acquisition Proposal or any request for nonpublic information relating to
the Seller or any affiliate of the Seller (including the identity of the Person
making or submitting such Acquisition Proposal, inquiry, indication of interest
or request, and the terms thereof) that is made or submitted by any Person
during the period from the date of this Agreement through the Voting Covenant
Expiration Date. The Stockholder shall keep the Purchaser fully informed with
respect to the status of any such Acquisition Proposal, inquiry, indication of
interest or request and any modification or proposed modification thereto.

SECTION 6. MISCELLANEOUS

         6.1      EXPENSES. All costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.

         6.2      NOTICES. Any notice or other communication required or
permitted to be delivered to any party under this Agreement shall be in writing
and shall be deemed properly delivered, given and received; (a) when delivered
by hand; (b) on the day sent by facsimile provided that the sender has received
confirmation of transmission as of or prior to 5:00 p.m. local time of the
recipient on such day; (c) the first business day after sent by facsimile to the
extent that the sender has received confirmation of transmission after 5:00 p.m.
local time of the recipient on the day sent by facsimile; or (d) the first
business day after sent by registered mail, by courier or express delivery
service, in any case to the address or facsimile telephone number set forth
beneath the name of such party below (or to such other address or facsimile
telephone number as such party shall have specified in a written notice given to
the other parties hereto):

         if to Stockholder:

                  at the address set forth on the signature page hereof; and

                                       5.



         if to the Purchaser:

                  eBay Inc.
                  2145 Hamilton Ave
                  San Jose, CA 95125
                  Facsimile: (408) 376-7514
                  Attention: General Counsel

         6.3      SEVERABILITY. If any provision of this Agreement or any part
of any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then: (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent; (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction; and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Agreement. Each
provision of this Agreement is separable from every other provision of this
Agreement, and each part of each provision of this Agreement is separable from
every other part of such provision.

         6.4      ENTIRE AGREEMENT. This Agreement, the Proxy and any other
documents delivered by the parties in connection herewith constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings between the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon either party unless made in writing and
signed by both parties.

         6.5      ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither
this Agreement nor any of the interests or obligations hereunder may be
assigned, or delegated by Stockholder, and any attempted or purported assignment
or delegation of any of such interests or obligations shall be void. Subject to
the preceding sentence, this Agreement shall be binding upon Stockholder and his
heirs, estate, executors and personal representatives and his or its successors
and assigns, and shall inure to the benefit of the Purchaser and its successors
and assigns. Without limiting any of the restrictions set forth in Section 2 or
elsewhere in this Agreement, this Agreement shall be binding upon any Person to
whom any Subject Securities are transferred. Nothing in this Agreement is
intended to confer on any Person (other than the Purchaser and its successors
and assigns) any rights or remedies of any nature.

         6.6      SPECIFIC PERFORMANCE. The parties agree, that irreparable
damage would occur in the event that any of the provisions of this Agreement or
the Proxy were not performed in accordance with its specific terms or were
otherwise breached. Stockholder agrees that, in the event of any breach or
threatened breach by Stockholder of any covenant or obligation contained in this
Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any
other remedy that may be available to it including monetary damages) to seek and
obtain: (a) a decree or order of specific performance to enforce the observance
and performance of such covenant or obligation; and (b) an injunction
restraining such breach or threatened breach. Stockholder

                                       6.



further agrees that neither the Purchaser nor any other Person shall be required
to obtain, furnish or post any bond or similar instrument in connection with or
as a condition to obtaining any remedy referred to in this Section 6.6, and
Stockholder irrevocably waives any right he or it may have to require the
obtaining, furnishing or posting of any such bond or similar instrument.

         6.7      NON-EXCLUSIVITY. The rights and remedies of the Purchaser
under this Agreement are not exclusive of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative (and not alternative). Without limiting the
generality of the foregoing, the rights and remedies of the Purchaser under this
Agreement, and the obligations and liabilities of Stockholder under this
Agreement, are in addition to their respective rights, remedies, obligations and
liabilities under common law requirements and under all applicable statutes,
rules and regulations.

         6.8      GOVERNING LAW; VENUE.

                  (a)      This Agreement shall be construed in accordance with,
         and governed in all respects by, the internal laws of the State of
         Delaware (without giving effect to principles of conflicts of laws).

                  (b)      Any legal action or other legal proceeding relating
         to this Agreement or the enforcement of any provision of this Agreement
         may be brought or otherwise commenced in any court located in the State
         of Delaware or the United States District Court for the District of
         Delaware. Stockholder:

                           (i)      expressly and irrevocably consents and
                  submits to the exclusive jurisdiction of each state court
                  located in the State of Delaware and the United Status
                  District Court for the District of Delaware in connection with
                  any such action or proceeding;

                           (ii)     agrees that each such court shall be deemed
                  to be a convenient forum; and

                           (iii)    agrees not to assert (by way of motion, as a
                  defense or otherwise), in any such action or proceeding
                  commenced in any such court, any claim that such party is not
                  subject personally to the jurisdiction of such court, that
                  such action or proceeding has been brought in an inconvenient
                  forum, that the venue of such action or proceeding is improper
                  or that this Agreement or the subject matter of this Agreement
                  may not be enforced in or by any such court.

         Nothing contained in this Section 6.8 shall be deemed to limit or
         otherwise affect the right of the Purchaser to commence any legal
         proceeding or otherwise proceed against Stockholder in any other forum
         or jurisdiction.

                  (C)      STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY
         TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS
         AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS
         AGREEMENT OR THE PROXY.

                                       7.



         6.9      COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

         6.10     CAPTIONS. The captions contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

         6.11     ATTORNEYS' FEES. If any legal action or other legal,
proceeding relating to this Agreement or the enforcement of any provision of
this Agreement is brought against Stockholder, the prevailing party shall be
entitled to recover reasonable attorneys' fees, costs and disbursements (in
addition to any other relief to which the prevailing party may be entitled).

         6.12     WAIVER. No failure on the part of the Purchaser to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of the Purchaser in exercising any power, right, privilege or remedy under
this Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy. The Purchaser shall not be deemed to have
waived any claim available to the Purchaser arising out of this Agreement, or
any power, right, privilege or remedy of the Purchaser under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of the
Purchaser; and any such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.

         6.13     TERMINATION. This Agreement shall terminate and have no
further force or effect as of the Voting Covenant Expiration Date; provided,
however, that the termination of this Agreement shall not relieve any party from
any liability for any breach of any representation, warranty covenant,
obligation or other provision contained in this Agreement prior to such
termination.

         6.14     CAPACITY. Notwithstanding anything in this Agreement to the
contrary, nothing in this Agreement shall limit or restrict Stockholder from
acting in Stockholder's capacity as a director or officer of Seller (it being
understood that this Agreement shall apply to Stockholder solely in
Stockholder's capacity as a stockholder of Seller) or voting in Stockholder's
sole discretion on any matter other than those matters referred to in Section 3.

         6.15     CONSTRUCTION.

                  (a)      For purposes of this Agreement, whenever the context
         requires: the singular number shall include the plural, and vice versa;
         the masculine gender shall include the feminine and neuter genders; the
         feminine gender shall include the masculine and neuter genders; and the
         neuter gender shall include masculine and feminine genders.

                  (b)      The parties agree that any rule of construction to
         the effect that ambiguities are to be: resolved against the drafting
         party shall not be applied in the construction or interpretation of
         this Agreement.

                                       8.



                  (c)      As used in this Agreement, the words "include", and
         "including," and variations thereof shall not be deemed to be terms of
         limitation, but rather shall be deemed to be followed by the words
         "without limitation."

                  (d)      Except as otherwise indicated, all references in this
         Agreement to "Sections" and "Exhibits" are intended to refer to
         Sections of this Agreement and Exhibits to this Agreement.

                                       9.



         IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this
Agreement to be executed as of the date first written above.

                                    EBAY INC.

                                    By:________________________________________

                                    STOCKHOLDER

                                    ___________________________________________
                                    Name:

                                    Address:       ___________________________

                                                   ___________________________


                                    Facsimile:     ___________________________



Shares Held of Record    Options and Other Rights    Additional Securities Beneficially Owned
- ---------------------    ------------------------    ----------------------------------------
                                               


                                      10.



                            FORM OF IRREVOCABLE PROXY

         The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a
Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent
permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH,
BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each
of them, the attorneys and proxies of Stockholder with full power of
substitution and resubstitution, to the full extent of Stockholder's rights with
respect to the outstanding shares of capital stock of the Seller owned of record
by Stockholder as of the date of this proxy, which shares are specified on the
final page of this proxy. (The shares of the capital stock of the Seller
referred to in the immediately preceding sentence are collectively referred to
as the "Shares.") Upon the execution hereof, all prior proxies given by
Stockholder with respect to any of the Shares are hereby revoked, and
Stockholder agrees that no subsequent proxies will be given with respect to any
of the Shares in contravention of this Proxy. Capitalized terms used in this
Proxy and not otherwise defined shall have the meanings ascribed to them in the
Voting Agreement (as defined below).

         This proxy is irrevocable, is coupled with an interest and is granted
in connection with the Voting Agreement, dated as of the date hereof, between
the Purchaser and Stockholder (the "Voting Agreement") and is granted in
consideration of the Purchaser entering into the Asset Purchase Agreement, dated
as of the date hereof, between the Purchaser and the Seller (the "Purchase
Agreement"). This proxy will terminate on the Voting Covenant Expiration Date
(as defined in the Voting Agreement).

         The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time on and after July 5, 2003
and until the Voting Covenant Expiration Date at any meeting of the stockholders
of the Seller, however called, and in connection with any action by written
consent of stockholders of the Seller (and to which Stockholder is entitled to
vote):

                           (i)      in favor of the Acquisition (as defined in
                  the Voting Agreement) and the execution and delivery by the
                  Seller of the Purchase Agreement, in favor of each of the
                  other actions contemplated by the Purchase Agreement and in
                  favor of any action in furtherance of any of the foregoing;
                  and

                           (ii)     against the following actions (other than
                  the Acquisition and the transactions contemplated by the
                  Purchase Agreement, including, without limitation, the change
                  in Seller's corporate name or the dissolution and liquidation
                  of the Seller): (i) any Acquisition Transaction; (ii) any
                  Acquisition Proposal; (iii) any change in a majority of the
                  board of directors of the Seller; (iv) any amendment to the
                  Seller's certificate of incorporation or bylaws; (v) any
                  material change in the capitalization of the Seller or the
                  Seller's corporate structure; and (vi) any other action which
                  is intended, or could reasonably be expected, to impede,
                  interfere with, delay, postpone, discourage or adversely
                  affect the Acquisition or any of the other transactions
                  contemplated by the Purchase Agreement or the Voting
                  Agreement.

                                      A-1.



         Stockholder may vote the Shares on all other matters not referred to in
this proxy, and the attorneys and proxies named above may not exercise this
proxy with respect to such other matters.

         This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of Stockholder (including any transferee
of any of the Shares).

         If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then: (a) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent; (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction; and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.

Dated: ____________, 2003

                                   __________________________________________
                                   Name

                                   Number of shares of common stock of the
                                   Seller owned of record as of the date of this
                                   proxy:

                                   __________________________________________

                                      A-2.

EX-99.3

                                                                    EXHIBIT 99.3

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20,
2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and
[______________] ("Stockholder").

                                    RECITALS

         A.       Stockholder is a holder of record and the "beneficial owner"
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
certain shares of capital stock of FairMarket, Inc., a Delaware corporation (the
"Seller").

         B.       The Purchaser and the Seller are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the conditions set forth therein) for the acquisition of
certain assets of the Seller by the Purchaser.

         C.       In order to induce the Purchaser to enter into the Purchase
Agreement, Stockholder is entering into this Agreement.

                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

SECTION 1.        CERTAIN DEFINITIONS

                  For purposes of this Agreement:

                  (a)      Capitalized terms used in this Agreement and not
         otherwise defined shall have the meanings given to them in the Purchase
         Agreement.

                  (b)      The term "ACQUISITION" shall mean the acquisition of
         the Transferred Assets (as such term is defined in the Purchase
         Agreement) by the Purchaser pursuant to the terms of the Purchase
         Agreement, as amended.

                  (c)      Stockholder shall be deemed to "OWN" or to have
         acquired "OWNERSHIP" of a security if Stockholder: (i) is the record
         owner of such security; or (ii) is the "beneficial owner" (within the
         meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
         such security.

                  (d)      "PERSON" shall mean any: (i) individual, (ii)
         corporation, limited liability company, partnership or other entity; or
         (iii) governmental authority.

                                       1



                  (e)      "SELLER COMMON STOCK" shall mean the common stock,
         par value $0.001 per share, of the Seller.

                  (f)      "SUBJECT SECURITIES" shall mean: (i) all securities
         of the Seller (including all shares of Seller Common Stock and all
         options, warrants and other rights to acquire shares of Seller Common
         Stock) Owned by Stockholder as of the date of this Agreement; and (ii)
         all additional securities of the Seller (including all additional
         shares of Seller Common Stock and all additional options, warrants and
         other rights to acquire shares of Seller Common Stock) of which
         Stockholder acquires Ownership during the period from the date of this
         Agreement through the Voting Covenant Expiration Date.

                  (g)      A Person shall be deemed to have a effected a
         "TRANSFER" of a security if such Person directly or indirectly: (i)
         sells, pledges, encumbers, grants an option with respect to, transfers
         or disposes of such security or any interest in such security to any
         Person other than the Purchaser; (ii) enters into an agreement or
         commitment contemplating the possible sale of, pledge of, encumbrance
         of, grant of an option with respect to, transfer of or disposition of
         such security or any interest therein to any Person other than the
         Purchaser; or (iii) reduces such Person's beneficial ownership of,
         interest in or risk relating to such security.

                  (h)      "VOTING COVENANT EXPIRATION DATE" shall mean the
         earlier of the date upon which the Purchase Agreement is validly
         terminated, or the date upon which the Acquisition is consummated.

SECTION 2.        RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING
                  RIGHTS

         2.1      RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the
period from the date of this Agreement through the Voting Covenant Expiration
Date, Stockholder shall not, directly or indirectly, cause or permit any
Transfer of any of the Subject Securities to be effected.

         2.2      RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period
from the date of this Agreement through the Voting Covenant Expiration Date,
Stockholder shall ensure that: (a) none of the Subject Securities is deposited
into a voting trust; and (b) no proxy is granted, and no voting agreement or
similar agreement is entered into, with respect to any of the Subject
Securities.

SECTION 3.        VOTING OF SHARES

         3.1      VOTING COVENANT. Prior to the Voting Covenant Expiration Date,
at any meeting of the stockholders of the Seller, however called, and in any
action by written consent of stockholders of the Seller, unless otherwise
directed in writing by the Purchaser, Stockholder shall cause all Subject
Securities that are entitled under applicable corporate laws to vote at such
meeting or by such written consent to be voted (and to which Stockholder is
entitled to vote):

                  (a)      in favor of the Acquisition and the execution and
         delivery by the Seller of the Purchase Agreement, in favor of each of
         the other actions contemplated by the Purchase Agreement and in favor
         of any action in furtherance of any of the foregoing; and

                                       2



                  (b)      against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase
         Agreement, including, without limitation, the change in Seller's
         corporate name or the dissolution and liquidation of the Seller): (i)
         any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any
         change in a majority of the board of directors of the Seller; (iv) any
         amendment to the Seller's certificate of incorporation or bylaws; (v)
         any material change in the capitalization of the Seller or the Seller's
         corporate structure; and (vi) any other action which is intended, or
         could reasonably be expected, to impede, interfere with, delay,
         postpone, discourage or adversely affect the Acquisition or any of the
         other transactions contemplated by the Purchase Agreement or this
         Agreement.

Prior to the Voting Covenant Expiration Date, Stockholder shall not enter into
any agreement or understanding with any Person to vote or give instructions in
any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.

         3.2      PROXY. Contemporaneously with the execution of this Agreement:
(a) Stockholder shall deliver to the Purchaser a proxy in the form attached to
this Agreement as Exhibit A, which shall be irrevocable to the fullest extent
permitted by law (at all times prior to the Voting Covenant Expiration Date)
with respect to the shares referred to therein (the "Proxy"); and (b)
Stockholder shall cause to be delivered to the Purchaser, as soon as practicably
possible, an additional proxy (in the form attached hereto as Exhibit A)
executed on behalf of the record owner of any outstanding shares of Seller
Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934), but not of record, by Stockholder.

SECTION 4.        REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

         Stockholder hereby represents and warrants to the Purchaser as follows:

         4.1      AUTHORIZATION, ETC. Stockholder has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and the Proxy and to perform his or its obligations hereunder and
thereunder. This Agreement and the Proxy have been duly authorized, executed and
delivered by Stockholder and constitute legal, valid and binding obligations of
Stockholder, enforceable against Stockholder in accordance with their terms,
subject to: (a) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (b) rules of law governing specific performance,
injunctive relief and other equitable remedies.

         4.2      NO CONFLICTS OR CONSENTS.

                  (a)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not: (i) conflict with or violate any
         law, rule, regulation, order, decree or judgment applicable to
         Stockholder or by which he or it or any of his or its properties is or
         may be bound or affected; or (ii) result in or constitute (with or
         without notice or lapse of time) any breach of or default under, or
         result (with or without notice or lapse of time) in the creation of any
         encumbrance or restriction on any of the Subject Securities pursuant
         to,

                                       3



         any contract to which Stockholder is a party or by which Stockholder or
         any of his or its affiliates or properties is or may be bound or
         affected.

                  (b)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not, require any consent or approval of
         any Person.

         4.3      TITLE TO SECURITIES. As of the date of this Agreement: (a)
Stockholder holds of record (free and clear of any encumbrances or restrictions)
the number of outstanding shares of Seller Common Stock set forth under the
heading "Shares Held of Record" on the signature page hereof; (b) Stockholder
holds (free and clear of any encumbrances or restrictions) the options, warrants
and other rights to acquire shares of Seller Common Stock set forth under the
heading "Options and Other Rights" on the signature page hereof; (c) Stockholder
Owns the additional securities of the Seller set forth under the heading
"Additional Securities Beneficially Owned" on the signature page hereof; and (d)
Stockholder does not directly or indirectly Own any shares of capital stock or
other securities of the Seller, or any option, warrant or other right to acquire
(by purchase, conversion or otherwise) any shares of capital stock or other
securities of the Seller, other than the shares and options, warrants and other
rights set forth on the signature page hereof.

         4.4      ACCURACY OF REPRESENTATIONS. The representations and
warranties contained in this Agreement are accurate in all respects as of the
date of this Agreement, will be accurate in all respects at all times through
the Voting Covenant Expiration Date and will be accurate in all respects as of
the date of the consummation of the Acquisition as if made on that date.

SECTION 5.        ADDITIONAL COVENANTS OF STOCKHOLDER

         5.1      FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder shall execute and deliver, or cause to be executed
and delivered, such additional transfers, assignments, endorsements, proxies,
consents and other instruments, and shall take such further actions, as the
Purchaser may request for the purpose of carrying out and furthering the intent
of this Agreement.

         5.2      LEGENDS. If requested by the Purchaser, Stockholder shall
(promptly after the receipt of such request) cause each certificate evidencing
any outstanding shares of Seller Common Stock or other securities of the Seller
Owned by Stockholder to be surrendered so that the transfer agent for such
securities may affix thereto a legend in the following form:

         THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
         SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN
         COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS
         OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT
         THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

         5.3      NO SOLICITATION. Stockholder agrees that, during the period
from the date of this Agreement through the Voting Covenant Expiration Date,
Stockholder shall not, directly or indirectly, and shall not authorize or permit
any of Stockholder's Representatives directly or

                                       4



indirectly to: (a) solicit, initiate, knowingly encourage, induce or facilitate
the making, submission or announcement of any Acquisition Proposal or take any
action that could reasonably be expected to lead to the making, submission or
announcement of an Acquisition Proposal; (b) furnish any information regarding
the Seller or any affiliate of the Seller to any Person in connection with or in
response to an Acquisition Proposal or an inquiry or indication of interest that
could lead to an Acquisition Proposal; (c) engage in discussions or negotiations
with any Person with respect to any Acquisition Proposal; or (d) approve,
endorse or recommend any Acquisition Proposal. The Stockholder shall promptly
(and in no event later than 48 hours after receipt of any Acquisition Proposal,
any inquiry or indication of interest that could lead to an Acquisition Proposal
or any request for nonpublic information) advise the Purchaser orally and in
writing of any Acquisition Proposal, any inquiry or indication of interest that
could lead to an Acquisition Proposal or any request for nonpublic information
relating to the Seller or any affiliate of the Seller (including the identity of
the Person making or submitting such Acquisition Proposal, inquiry, indication
of interest or request, and the terms thereof) that is made or submitted by any
Person during the period from the date of this Agreement through the Voting
Covenant Expiration Date. The Stockholder shall keep the Purchaser fully
informed with respect to the status of any such Acquisition Proposal, inquiry,
indication of interest or request and any modification or proposed modification
thereto.

SECTION 6.        MISCELLANEOUS

         6.1      EXPENSES. All costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.

         6.2      NOTICES. Any notice or other communication required or
permitted to be delivered to any party under this Agreement shall be in writing
and shall be deemed properly delivered, given and received: (a) when delivered
by hand; (b) on the day sent by facsimile provided that the sender has received
confirmation of transmission as of or prior to 5:00 p.m. local time of the
recipient on such day; (c) the first business day after sent by facsimile to the
extent that the sender has received confirmation of transmission after 5:00 p.m.
local time of the recipient on the day sent by facsimile; or (d) the first
business day after sent by registered mail, by courier or express delivery
service, in any case to the address or facsimile telephone number set forth
beneath the name of such party below (or to such other address or facsimile
telephone number as such party shall have specified in a written notice given to
the other parties hereto):

                  if to Stockholder:

                           at the address set forth on the signature page
                  hereof; and

                  if to the Purchaser:

                                    eBay Inc.
                                    2145 Hamilton Ave
                                    San Jose, CA 95125
                                    Facsimile: (408) 376-7514
                                    Attention: General Counsel

                                       5



         6.3      SEVERABILITY. If any provision of this Agreement or any part
of any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then: (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent; (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction; and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Agreement. Each
provision of this Agreement is separable from every other provision of this
Agreement, and each part of each provision of this Agreement is separable from
every other part of such provision.

         6.4      ENTIRE AGREEMENT. This Agreement, the Proxy and any other
documents delivered by the parties in connection herewith constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings between the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon either party unless made in writing and
signed by both parties.

         6.5      ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither
this Agreement nor any of the interests or obligations hereunder may be assigned
or delegated by Stockholder, and any attempted or purported assignment or
delegation of any of such interests or obligations shall be void. Subject to the
preceding sentence, this Agreement shall be binding upon Stockholder and his
heirs, estate, executors and personal representatives and his or its successors
and assigns, and shall inure to the benefit of the Purchaser and its successors
and assigns. Without limiting any of the restrictions set forth in Section 2 or
elsewhere in this Agreement, this Agreement shall be binding upon any Person to
whom any Subject Securities are transferred. Nothing in this Agreement is
intended to confer on any Person (other than the Purchaser and its successors
and assigns) any rights or remedies of any nature.

         6.6      SPECIFIC PERFORMANCE. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement or
the Proxy were not performed in accordance with its specific terms or were
otherwise breached. Stockholder agrees that, in the event of any breach or
threatened breach by Stockholder of any covenant or obligation contained in this
Agreement or in the Proxy, the Purchaser shall be entitled (in addition to any
other remedy that may be available to it, including monetary damages) to seek
and obtain: (a) a decree or order of specific performance to enforce the
observance and performance of such covenant or obligation; and (b) an injunction
restraining such breach or threatened breach. Stockholder further agrees that
neither the Purchaser nor any other Person shall be required to obtain, furnish
or post any bond or similar instrument in connection with or as a condition to
obtaining any remedy referred to in this Section 6.6, and Stockholder
irrevocably waives any right he or it may have to require the obtaining,
furnishing or posting of any such bond or similar instrument.

         6.7      NON-EXCLUSIVITY. The rights and remedies of the Purchaser
under this Agreement are not exclusive of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative (and not alternative). Without limiting the
generality of the foregoing, the rights and remedies of the Purchaser under

                                       6



this Agreement, and the obligations and liabilities of Stockholder under this
Agreement, are in addition to their respective rights, remedies, obligations and
liabilities under common law requirements and under all applicable statutes,
rules and regulations.

         6.8      GOVERNING LAW; VENUE.

                  (a)      This Agreement shall be construed in accordance with,
         and governed in all respects by, the internal laws of the State of
         Delaware (without giving effect to principles of conflicts of laws).

                  (b)      Any legal action or other legal proceeding relating
         to this Agreement or the enforcement of any provision of this Agreement
         may be brought or otherwise commenced in any court located in the State
         of Delaware or the United States District Court for the District of
         Delaware. Stockholder:

                           (i)      expressly and irrevocably consents and
                  submits to the exclusive jurisdiction of each state court
                  located in the State of Delaware and the United States
                  District Court for the District of Delaware in connection with
                  any such action or proceeding;

                           (ii)     agrees that each such court shall be deemed
                  to be a convenient forum; and

                           (iii)    agrees not to assert (by way of motion, as a
                  defense or otherwise), in any such action or proceeding
                  commenced in any such court, any claim that such party is not
                  subject personally to the jurisdiction of such court, that
                  such action or proceeding has been brought in an inconvenient
                  forum, that the venue of such action or proceeding is improper
                  or that this Agreement or the subject matter of this Agreement
                  may not be enforced in or by any such court.

         Nothing contained in this Section 6.8 shall be deemed to limit or
         otherwise affect the right of the Purchaser to commence any legal
         proceeding or otherwise proceed against Stockholder in any other forum
         or jurisdiction.

                  (c)      STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY
         TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS
         AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS
         AGREEMENT OR THE PROXY.

         6.9      COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

         6.10     CAPTIONS. The captions contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

                                       7



         6.11     ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
is brought against Stockholder, the prevailing party shall be entitled to
recover reasonable attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).

         6.12     WAIVER. No failure on the part of the Purchaser to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of the Purchaser in exercising any power, right, privilege or remedy under
this Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy. The Purchaser shall not be deemed to have
waived any claim available to the Purchaser arising out of this Agreement, or
any power, right, privilege or remedy of the Purchaser under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of the
Purchaser; and any such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.

         6.13     TERMINATION. This Agreement shall terminate and have no
further force or effect as of the Voting Covenant Expiration Date; provided,
however, that the termination of this Agreement shall not relieve any party from
any liability for any breach of any representation, warranty, covenant,
obligation or other provision contained in this Agreement prior to such
termination.

         6.14     CAPACITY. Notwithstanding anything in this Agreement to the
contrary, nothing in this Agreement shall limit or restrict Stockholder from
acting in Stockholder's capacity as a director or officer of Seller (it being
understood that this Agreement shall apply to Stockholder solely in
Stockholder's capacity as a stockholder of Seller) or voting in Stockholder's
sole discretion on any matter other than those matters referred to in Section 3.

         6.15     CONSTRUCTION.

                  (a)      For purposes of this Agreement, whenever the context
         requires: the singular number shall include the plural, and vice versa;
         the masculine gender shall include the feminine and neuter genders; the
         feminine gender shall include the masculine and neuter genders; and the
         neuter gender shall include masculine and feminine genders.

                  (b)      The parties agree that any rule of construction to
         the effect that ambiguities are to be resolved against the drafting
         party shall not be applied in the construction or interpretation of
         this Agreement.

                  (c)      As used in this Agreement, the words "include" and
         "including," and variations thereof, shall not be deemed to be terms of
         limitation, but rather shall be deemed to be followed by the words
         "without limitation."

                  (d)      Except as otherwise indicated, all references in this
         Agreement to "Sections" and "Exhibits" are intended to refer to
         Sections of this Agreement and Exhibits to this Agreement.

                                       8



         IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this
Agreement to be executed as of the date first written above.

                                    EBAY INC.

                                    By:_____________________________________

                                    STOCKHOLDER

                                    ________________________________________
                                    Name:

                                    Address: _______________________________
                                             _______________________________

                                    Facsimile: _________________



Shares Held of Record   Options and Other Rights   Additional Securities Beneficially Owned
- ---------------------   ------------------------   ----------------------------------------
                                             


                                       9



                                    EXHIBIT A
                            FORM OF IRREVOCABLE PROXY

         The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a
Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent
permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH,
BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each
of them, the attorneys and proxies of Stockholder with full power of
substitution and resubstitution, to the full extent of Stockholder's rights with
respect to the outstanding shares of capital stock of the Seller owned of record
by Stockholder as of the date of this proxy, which shares are specified on the
final page of this proxy. (The shares of the capital stock of the Seller
referred to in the immediately preceding sentence are collectively referred to
as the "Shares.") Upon the execution hereof, all prior proxies given by
Stockholder with respect to any of the Shares are hereby revoked, and
Stockholder agrees that no subsequent proxies will be given with respect to any
of the Shares in contravention of this Proxy. Capitalized terms used in this
Proxy and not otherwise defined shall have the meanings ascribed to them in the
Voting Agreement (as defined below).

         This proxy is irrevocable, is coupled with an interest and is granted
in connection with the Voting Agreement, dated as of the date hereof, between
the Purchaser and Stockholder (the "Voting Agreement"), and is granted in
consideration of the Purchaser entering into the Asset Purchase Agreement, dated
as of the date hereof, between the Purchaser and the Seller (the "Purchase
Agreement"). This proxy will terminate on the Voting Covenant Expiration Date
(as defined in the Voting Agreement).

         The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time until the Voting Covenant
Expiration Date at any meeting of the stockholders of the Seller, however
called, and in connection with any action by written consent of stockholders of
the Seller (and to which Stockholder is entitled to vote):

                  (i)      in favor of the Acquisition (as defined in the Voting
         Agreement) and the execution and delivery by the Seller of the Purchase
         Agreement, in favor of each of the other actions contemplated by the
         Purchase Agreement and in favor of any action in furtherance of any of
         the foregoing; and

                  (ii)     against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase
         Agreement, including, without limitation, the change in Seller's
         corporate name or the dissolution and liquidation of the Seller): (i)
         any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any
         change in a majority of the board of directors of the Seller; (iv) any
         amendment to the Seller's certificate of incorporation or bylaws; (v)
         any material change in the capitalization of the Seller or the Seller's
         corporate structure; and (vi) any other action which is intended, or
         could reasonably be expected, to impede, interfere with, delay,
         postpone, discourage or adversely affect the Acquisition or any of the
         other transactions contemplated by the Purchase Agreement or the Voting
         Agreement.

                                      A-1



         Stockholder may vote the Shares on all other matters not referred to in
this proxy, and the attorneys and proxies named above may not exercise this
proxy with respect to such other matters.

         This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of Stockholder (including any transferee
of any of the Shares).

         If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then: (a) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent; (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction; and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.

Dated: ____________, 2003

                                              ________________________________
                                              Name

                                              Number of shares of common stock
                                              of the Seller owned of record as
                                              of the date of this proxy:

                                              ________________________________

                                      A-2

EX-99.4

                                                                    EXHIBIT 99.4

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT ("Agreement") is entered into as of June 20,
2003, by and between EBAY INC., a Delaware corporation (the "Purchaser"), and
the Miller Entities on Schedule A hereto (each, a "Stockholder").

                                    RECITALS

         A.       Each Stockholder is a holder of record and the "beneficial
owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934) of certain shares of capital stock of FairMarket, Inc., a Delaware
corporation (the "Seller").

         B.       The Purchaser and the Seller are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the conditions set forth therein) for the acquisition of
certain assets of the Seller by the Purchaser.

         C.       Prior to the execution of this Agreement, the board of
directors of Seller has adopted resolutions: (a) rendering inapplicable the
provisions of Section 203 of the Delaware General Corporation Law to this
Agreement and the provisions of this Agreement in accordance with its terms; and
(b) amending that certain Shareholder Rights Agreement, dated as of May 17,
2001, by and between Seller and Equiserve Trust Company, N.A., in order to
prevent the transactions contemplated by this Agreement from triggering the
occurrence of a "Stock Acquisition Date" under such Shareholder Rights
Agreement.

         D.       In order to induce the Purchaser to enter into the Purchase
Agreement, each Stockholder is entering into this Agreement.

                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

SECTION  1.       CERTAIN DEFINITIONS

                  For purposes of this Agreement:

                  (a)      Capitalized terms used in this Agreement and not
         otherwise defined herein or on Exhibit B hereto shall have the meanings
         given to them in the Purchase Agreement.

                  (b)      The term "ACQUISITION" shall mean the acquisition of
         certain assets of Seller by the Purchaser pursuant to the terms of the
         Purchase Agreement, as amended.

                  (c)      Each Stockholder shall be deemed to "OWN" or to have
         acquired "OWNERSHIP" of a security if the Stockholder: (i) is the
         record owner of such security; or

                                       1



         (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under
         the Securities Exchange Act of 1934) of such security.

                  (d)      "PERSON" shall mean any: (i) individual, (ii)
         corporation, limited liability company, partnership or other entity; or
         (iii) governmental authority.

                  (e)      "SELLER COMMON STOCK" shall mean the common stock,
         par value $0.001 per share, of the Seller.

                  (f)      "SUBJECT SECURITIES" shall mean: (i) all securities
         of the Seller (including all shares of Seller Common Stock and all
         options, warrants and other rights to acquire shares of Seller Common
         Stock) Owned by such Stockholder as of the date of this Agreement; and
         (ii) all additional securities of the Seller (including all additional
         shares of Seller Common Stock and all additional options, warrants and
         other rights to acquire shares of Seller Common Stock) of which such
         Stockholder acquires Ownership during the period from the date of this
         Agreement through the Voting Covenant Expiration Date.

                  (g)      A Person shall be deemed to have a effected a
         "TRANSFER" of a security if such Person directly or indirectly: (i)
         sells, pledges, encumbers, grants an option with respect to, transfers
         or disposes of such security or any interest in such security to any
         Person other than the Purchaser; (ii) enters into an agreement or
         commitment contemplating the possible sale of, pledge of, encumbrance
         of, grant of an option with respect to, transfer of or disposition of
         such security or any interest therein to any Person other than the
         Purchaser; or (iii) reduces such Person's beneficial ownership of,
         interest in or risk relating to such security.

                  (h)      "VOTING COVENANT EXPIRATION DATE" shall mean the
         earlier of the date upon which the Purchase Agreement is validly
         terminated, or the date upon which the Acquisition is consummated.

SECTION 2.        RESTRICTIONS ON TRANSFER OF SUBJECT SECURITIES AND VOTING
                  RIGHTS

         2.1      RESTRICTION ON TRANSFER OF SUBJECT SECURITIES. During the
period from the date of this Agreement through the Voting Covenant Expiration
Date, each Stockholder shall not, directly or indirectly, cause or permit any
Transfer of any of the Subject Securities to be effected.

         2.2      RESTRICTION ON TRANSFER OF VOTING RIGHTS. During the period
from the date of this Agreement through the Voting Covenant Expiration Date,
each Stockholder shall ensure that: (a) none of the Subject Securities is
deposited into a voting trust; and (b) no proxy is granted, and no voting
agreement or similar agreement is entered into, with respect to any of the
Subject Securities.

SECTION 3.        VOTING OF SHARES

         3.1      VOTING COVENANT. Prior to the Voting Covenant Expiration Date,
at any meeting of the stockholders of the Seller, however called, and in any
action by written consent of stockholders of the Seller, unless otherwise
directed in writing by the Purchaser, each Stockholder shall cause all Subject
Securities that are entitled under applicable corporate laws to

                                       2



vote at such meeting or by such written consent to be voted (and to which such
Stockholder is entitled to vote):

                  (a)      in favor of the Acquisition and the execution and
         delivery by the Seller of the Purchase Agreement, in favor of each of
         the other actions contemplated by the Purchase Agreement and in favor
         of any action in furtherance of any of the foregoing; and

                  (b)      against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase
         Agreement, including, without limitation, the change in Seller's
         corporate name or the dissolution and liquidation of the Seller): (i)
         any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any
         change in a majority of the board of directors of the Seller; (iv) any
         amendment to the Seller's certificate of incorporation or bylaws; (v)
         any material change in the capitalization of the Seller or the Seller's
         corporate structure; and (vi) any other action which is intended, or
         could reasonably be expected, to impede, interfere with, delay,
         postpone, discourage or adversely affect the Acquisition or any of the
         other transactions contemplated by the Purchase Agreement or this
         Agreement.

Prior to the Voting Covenant Expiration Date, no Stockholder shall enter into
any agreement or understanding with any Person to vote or give instructions in
any manner inconsistent with clause "(a)" or "(b)" of the preceding sentence.

         3.2      PROXY. Contemporaneously with the execution of this Agreement:
(a) each Stockholder shall deliver to the Purchaser a proxy in the form attached
to this Agreement as Exhibit A, which shall be irrevocable to the fullest extent
permitted by law (at all times prior to the Voting Covenant Expiration Date)
with respect to the shares referred to therein (the "Proxy"); and (b) each
Stockholder shall cause to be delivered to the Purchaser, as soon as practicably
possible, an additional proxy (in the form attached hereto as Exhibit A or in a
substantially similar form prepared by the record holder that is reasonably
satisfactory to Purchaser) executed on behalf of the record owner of any
outstanding shares of Seller Common Stock that are owned beneficially (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not of
record, by such Stockholder.

SECTION 4.        REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

         Each Stockholder hereby represents and warrants to the Purchaser as
follows:

         4.1      AUTHORIZATION, ETC. Stockholder has the absolute and
unrestricted right, power, authority and capacity to execute and deliver this
Agreement and the Proxy and to perform his or its obligations hereunder and
thereunder. This Agreement and the Proxy have been duly authorized, executed and
delivered by Stockholder and constitute legal, valid and binding obligations of
Stockholder, enforceable against Stockholder in accordance with their terms,
subject to: (a) laws of general application relating to bankruptcy, insolvency
and the relief of debtors; and (b) rules of law governing specific performance,
injunctive relief and other equitable remedies.

         4.2      NO CONFLICTS OR CONSENTS.

                                       3



                  (a)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not: (i) conflict with or violate any
         law, rule, regulation, order, decree or judgment applicable to
         Stockholder or by which he or it or any of his or its properties is or
         may be bound or affected; or (ii) result in or constitute (with or
         without notice or lapse of time) any breach of or default under, or
         result (with or without notice or lapse of time) in the creation of any
         encumbrance or restriction on any of the Subject Securities pursuant
         to, any contract to which Stockholder is a party or by which
         Stockholder or any of his or its affiliates or properties is or may be
         bound or affected.

                  (b)      The execution and delivery of this Agreement and the
         Proxy by Stockholder do not, and the performance of this Agreement and
         the Proxy by Stockholder will not, require any consent or approval of
         any Person (provided, however, it is acknowledged that the
         applicability of this Agreement to any Additional Miller Entities is
         subject to the execution of this Agreement by such Additional Miller
         Entity).

         4.3      TITLE TO SECURITIES. As of the date of this Agreement: (a)
Stockholder holds of record (free and clear of any encumbrances or restrictions)
the number of outstanding shares of Seller Common Stock set forth under the
heading "Shares Held of Record" on the signature page hereof; (b) Stockholder
holds (free and clear of any encumbrances or restrictions) the options, warrants
and other rights to acquire shares of Seller Common Stock set forth under the
heading "Options and Other Rights" on the signature page hereof; (c) Stockholder
Owns the additional securities of the Seller set forth under the heading
"Additional Securities Beneficially Owned" on the signature page hereof; and (d)
Stockholder does not directly or indirectly Own any shares of capital stock or
other securities of the Seller, or any option, warrant or other right to acquire
(by purchase, conversion or otherwise) any shares of capital stock or other
securities of the Seller, other than the shares and options, warrants and other
rights set forth on the signature page hereof.

         4.4      ACCURACY OF REPRESENTATIONS. The representations and
warranties contained in this Agreement are accurate in all material respects as
of the date of this Agreement, will be accurate in all respects at all times
through the Voting Covenant Expiration Date and will be accurate in all respects
as of the date of the consummation of the Acquisition as if made on that date.

SECTION 5.        ADDITIONAL COVENANTS OF STOCKHOLDER

         5.1      FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder shall execute and deliver, or cause to be executed
and delivered, such additional transfers, assignments, endorsements, proxies,
consents and other instruments, and shall take such further actions, as the
Purchaser may request for the purpose of carrying out and furthering the intent
of this Agreement. In addition, the Miller Entities agree to use their best
efforts to cause any of the Additional Miller Entities, as identified on
Schedule A under the heading "Shares Beneficially Owned - Approval Required" who
have not executed this Agreement as of the date hereof to execute this Agreement
as soon as reasonably practicable, but in no event later than June 27, 2003;
provided, however, to the extent that any such Additional Miller Entities do not
become party to this Agreement, the Miller Entities agree to use their best
efforts to cause

                                       4



any such Additional Miller Entities to act and behave in a manner consistent
with which such parties would be required to act and behave as if, in fact, they
had become a "Stockholder", including, without limitation, with respect to the
voting of Subject Securities consistent with the provisions of Section 3.1 of
this Agreement. If and at such time that any Additional Miller Entity becomes
party to this Agreement, they will be deemed to have been a Stockholder as of
the date of this Agreement.

         5.2      LEGENDS. If requested by the Purchaser, Stockholder shall
(promptly after the receipt of such request) cause each certificate evidencing
any outstanding shares of Seller Common Stock or other securities of the Seller
Owned by Stockholder to be surrendered so that the transfer agent for such
securities may affix thereto a legend in the following form:

         THE SECURITY OR SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
         SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN
         COMPLIANCE WITH THE TERMS AND PROVISIONS OF A VOTING AGREEMENT DATED AS
         OF JUNE 20, 2003, AS IT MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT
         THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

         5.3      NO SOLICITATION. Each Stockholder agrees that, during the
period from the date of this Agreement through the Voting Covenant Expiration
Date, such Stockholder shall not, directly or indirectly, and shall not
authorize or permit any of such Stockholder's Representatives directly or
indirectly to: (a) solicit, initiate, knowingly encourage, induce or facilitate
the making, submission or announcement of any Acquisition Proposal or take any
action that could reasonably be expected to lead to the making, submission or
announcement of an Acquisition Proposal; (b) furnish any information regarding
the Seller or any affiliate of the Seller to any Person in connection with or in
response to an Acquisition Proposal or an inquiry or indication of interest that
could lead to an Acquisition Proposal; (c) engage in discussions or negotiations
with any Person with respect to any Acquisition Proposal; or (d) approve,
endorse or recommend any Acquisition Proposal. Each Stockholder shall promptly
(and in no event later than 48 hours after receipt of any Acquisition Proposal,
any inquiry or indication of interest that could lead to an Acquisition Proposal
or any request for nonpublic information) advise the Purchaser orally and in
writing of any Acquisition Proposal, any inquiry or indication of interest that
could lead to an Acquisition Proposal or any request for nonpublic information
relating to the Seller or any affiliate of the Seller (including the identity of
the Person making or submitting such Acquisition Proposal, inquiry, indication
of interest or request, and the terms thereof) that is made or submitted by any
Person during the period from the date of this Agreement through the Voting
Covenant Expiration Date. Each Stockholder shall keep the Purchaser fully
informed with respect to the status of any such Acquisition Proposal, inquiry,
indication of interest or request and any modification or proposed modification
thereto.

SECTION 6.        MISCELLANEOUS

         6.1      EXPENSES. All costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.

         6.2      NOTICES. Any notice or other communication required or
permitted to be delivered to any party under this Agreement shall be in writing
and shall be deemed properly

                                       5



delivered, given and received: (a) when delivered by hand; (b) on the day sent
by facsimile provided that the sender has received confirmation of transmission
as of or prior to 5:00 p.m. local time of the recipient on such day; (c) the
first business day after sent by facsimile to the extent that the sender has
received confirmation of transmission after 5:00 p.m. local time of the
recipient on the day sent by facsimile; or (d) the first business day after sent
by registered mail, by courier or express delivery service, in any case to the
address or facsimile telephone number set forth beneath the name of such party
below (or to such other address or facsimile telephone number as such party
shall have specified in a written notice given to the other parties hereto):

                  if to any Stockholder:

                           at the address set forth on the signature page
                  hereof; and

                  if to the Purchaser:

                                    eBay Inc.
                                    2145 Hamilton Ave
                                    San Jose, CA 95125
                                    Facsimile: (408) 376-7514
                                    Attention: General Counsel

         6.3      SEVERABILITY. If any provision of this Agreement or any part
of any such provision is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then: (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent; (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction; and (c) the
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Agreement. Each
provision of this Agreement is separable from every other provision of this
Agreement, and each part of each provision of this Agreement is separable from
every other part of such provision.

         6.4      ENTIRE AGREEMENT. This Agreement, the Proxy and any other
documents delivered by the parties in connection herewith constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings between the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon either party unless made in writing and
signed by both parties.

         6.5      ASSIGNMENT; BINDING EFFECT. Except as provided herein, neither
this Agreement nor any of the interests or obligations hereunder may be assigned
or delegated by any Stockholder, and any attempted or purported assignment or
delegation of any of such interests or obligations shall be void. Subject to the
preceding sentence, this Agreement shall be binding upon such Stockholder and
his heirs, estate, executors and personal representatives and his or its
successors and assigns, and shall inure to the benefit of the Purchaser and its
successors and assigns. Without limiting any of the restrictions set forth in
Section 2 or elsewhere in this

                                       6



Agreement, this Agreement shall be binding upon any Person to whom any Subject
Securities are transferred. Nothing in this Agreement is intended to confer on
any Person (other than the Purchaser and its successors and assigns) any rights
or remedies of any nature.

         6.6      SPECIFIC PERFORMANCE. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement or
the Proxy were not performed in accordance with its specific terms or were
otherwise breached. Each Stockholder agrees that, in the event of any breach or
threatened breach by any Stockholder of any covenant or obligation contained in
this Agreement or in the Proxy, the Purchaser shall be entitled (in addition to
any other remedy that may be available to it, including monetary damages) to
seek and obtain: (a) a decree or order of specific performance to enforce the
observance and performance of such covenant or obligation; and (b) an injunction
restraining such breach or threatened breach. Each Stockholder further agrees
that neither the Purchaser nor any other Person shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a
condition to obtaining any remedy referred to in this Section 6.6, and each
Stockholder irrevocably waives any right he or it may have to require the
obtaining, furnishing or posting of any such bond or similar instrument.

         6.7      NON-EXCLUSIVITY. The rights and remedies of the Purchaser
under this Agreement are not exclusive of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative (and not alternative). Without limiting the
generality of the foregoing, the rights and remedies of the Purchaser under this
Agreement, and the obligations and liabilities of any Stockholder under this
Agreement, are in addition to their respective rights, remedies, obligations and
liabilities under common law requirements and under all applicable statutes,
rules and regulations.

         6.8      GOVERNING LAW; VENUE.

                  (a)      This Agreement shall be construed in accordance with,
         and governed in all respects by, the internal laws of the State of
         Delaware (without giving effect to principles of conflicts of laws).

                  (b)      Any legal action or other legal proceeding relating
         to this Agreement or the enforcement of any provision of this Agreement
         may be brought or otherwise commenced in any court located in the State
         of Delaware or the United States District Court for the District of
         Delaware. Stockholder:

                           (i)      expressly and irrevocably consents and
                  submits to the exclusive jurisdiction of each state court
                  located in the State of Delaware and the United States
                  District Court for the District of Delaware in connection with
                  any such action or proceeding;

                           (ii)     agrees that each such court shall be deemed
                  to be a convenient forum; and

                           (iii)    agrees not to assert (by way of motion, as a
                  defense or otherwise), in any such action or proceeding
                  commenced in any such court, any claim that such party is not
                  subject personally to the jurisdiction of such court, that
                  such

                                       7



                  action or proceeding has been brought in an inconvenient
                  forum, that the venue of such action or proceeding is improper
                  or that this Agreement or the subject matter of this Agreement
                  may not be enforced in or by any such court.

         Nothing contained in this Section 6.8 shall be deemed to limit or
         otherwise affect the right of the Purchaser to commence any legal
         proceeding or otherwise proceed against Stockholder in any other forum
         or jurisdiction.

                  (c)      EACH STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A
         JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS
         AGREEMENT OR THE PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS
         AGREEMENT OR THE PROXY.

         6.9      COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

         6.10     CAPTIONS. The captions contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

         6.11     ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
is brought by Purchaser against a Stockholder, the prevailing party shall be
entitled to recover reasonable attorneys' fees, costs and disbursements (in
addition to any other relief to which the prevailing party may be entitled).

         6.12     WAIVER. No failure on the part of the Purchaser to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of the Purchaser in exercising any power, right, privilege or remedy under
this Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy. The Purchaser shall not be deemed to have
waived any claim available to the Purchaser arising out of this Agreement, or
any power, right, privilege or remedy of the Purchaser under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of the
Purchaser; and any such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.

         6.13     TERMINATION. This Agreement shall terminate and have no
further force or effect as of the Voting Covenant Expiration Date; provided,
however, that the termination of this Agreement shall not relieve any party from
any liability for any breach of any representation, warranty, covenant,
obligation or other provision contained in this Agreement prior to such
termination.

         6.14     CAPACITY. Notwithstanding anything in this Agreement to the
contrary, nothing in this Agreement shall limit or restrict a Stockholder from
acting in such Stockholder's capacity as a director or officer of Seller (it
being understood that this Agreement shall apply to a

                                       8



Stockholder solely in such Stockholder's capacity as a stockholder of Seller) or
voting in such Stockholder's sole discretion on any matter other than those
matters referred to in Section 3.

         6.15     CONSTRUCTION.

                  (a)      For purposes of this Agreement, whenever the context
         requires: the singular number shall include the plural, and vice versa;
         the masculine gender shall include the feminine and neuter genders; the
         feminine gender shall include the masculine and neuter genders; and the
         neuter gender shall include masculine and feminine genders.

                  (b)      The parties agree that any rule of construction to
         the effect that ambiguities are to be resolved against the drafting
         party shall not be applied in the construction or interpretation of
         this Agreement.

                  (c)      As used in this Agreement, the words "include" and
         "including," and variations thereof, shall not be deemed to be terms of
         limitation, but rather shall be deemed to be followed by the words
         "without limitation."

                  (d)      Except as otherwise indicated, all references in this
         Agreement to "Sections" and "Exhibits" are intended to refer to
         Sections of this Agreement and Exhibits to this Agreement.

                                       9



         IN WITNESS WHEREOF, the Purchaser and Stockholder have caused this
Agreement to be executed as of the date first written above.

                                         EBAY INC.

                                         By:____________________________________

                                         STOCKHOLDER

                                         _______________________________________
                                         Name:

                                         Address:     __________________________

                                                      __________________________


                                         Facsimile:   __________________________



Shares Held of Record   Options and Other Rights   Additional Securities Beneficially Owned
- ---------------------   ------------------------   ----------------------------------------
                                             


                                       10





                                                                   ADDITIONAL
                                                                   SECURITIES
                                     SHARES HELD   OPTIONS AND    BENEFICIALLY
            STOCKHOLDER               OF RECORD    OTHER RIGHTS      OWNED
- ----------------------------------   -----------   ------------   -------------
                                                         


__________________________________________
Name:         Lloyd I. Miller, III
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

                                       11





                                                                   ADDITIONAL
                                                                   SECURITIES
                                     SHARES HELD   OPTIONS AND    BENEFICIALLY
            STOCKHOLDER               OF RECORD    OTHER RIGHTS      OWNED
- ----------------------------------   -----------   ------------   -------------
                                                         


TRUST A-4
By:

___________________________________________
Name:
Title:
Address:

Facsimile:

TRUST C
By:

____________________________________________
Name:
Title:
Address:

Facsimile:

                                       1






                                                                   ADDITIONAL
                                                                   SECURITIES
                                     SHARES HELD   OPTIONS AND    BENEFICIALLY
            STOCKHOLDER               OF RECORD    OTHER RIGHTS      OWNED
- ----------------------------------   -----------   ------------   -------------
                                                         


MILGRAT II (G)

___________________________________________
Name:         Lloyd I. Miller, III
Title:        Trustee
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

MILFAM I, L.P.
By:           Milfam LLC,
              as managing general partner

___________________________________________
Name:         Lloyd I. Miller, III
Title:        Manager
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

MILFAM II, L.P.
By:           Milfam LLC,
              as managing general partner

____________________________________________
Name:         Lloyd I. Miller, III
Title:        Manager
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

ALEXANDRA UGMA

____________________________________________
Name:         Lloyd I. Miller, III
Title:        Custodian
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

                                       1





                                                                   ADDITIONAL
                                                                   SECURITIES
                                     SHARES HELD   OPTIONS AND    BENEFICIALLY
            STOCKHOLDER               OF RECORD    OTHER RIGHTS      OWNED
- ----------------------------------   -----------   ------------   -------------
                                                         


CATHERINE MILLER GST

____________________________________________
Name:         Lloyd I. Miller, III
Title:        Trustee
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

LLOYD I. MILLER LLC

By: ________________________________________
Name:         Lloyd I. Miller, III
Title:        Manager
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

LLOYD CRIDER GST

By: ________________________________________
Name:         Lloyd I. Miller, III
Title:        Trustee
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

KIMBERLY S. MILLER GST

_____________________________________________
Name:         Lloyd I. Miller, III
Title:        Trustee
Address:      4550 Gordon Drive
              Naples, Florida 34102
Facsimile:    (239) 262-8025

                                       2





                                                                   ADDITIONAL
                                                                   SECURITIES
                                     SHARES HELD   OPTIONS AND    BENEFICIALLY
            STOCKHOLDER               OF RECORD    OTHER RIGHTS      OWNED
- ----------------------------------   -----------   ------------   -------------
                                                         


______________________________________
Name:         Dail Miller
Address:

Facsimile:

TYLER DULMAGE UGMA

By: ___________________________________
Name:         Dail Miller
Title:        Custodian
Address:

Facsimile:

WYLIE DULMAGE UGMA

_______________________________________
Name:         Dail Miller
Title:        Custodian
Address:

Facsimile:

                                       1





                                                                   ADDITIONAL
                                                                   SECURITIES
                                     SHARES HELD   OPTIONS AND    BENEFICIALLY
            STOCKHOLDER               OF RECORD    OTHER RIGHTS      OWNED
- ----------------------------------   -----------   ------------   -------------
                                                         


_____________________________________
Name:         Kimberly S. Miller
Address:

Facsimile:

                                       1



                                    EXHIBIT A
                            FORM OF IRREVOCABLE PROXY

         The undersigned stockholder ("Stockholder") of FAIRMARKET, INC., a
Delaware corporation (the "Seller"), hereby irrevocably (to the fullest extent
permitted by law) appoints and constitutes MICHAEL R. JACOBSON, MARK RUBASH,
BRIAN H. LEVEY and EBAY INC., a Delaware corporation (the "Purchaser"), and each
of them, the attorneys and proxies of Stockholder with full power of
substitution and resubstitution, to the full extent of Stockholder's rights with
respect to the outstanding shares of capital stock of the Seller owned of record
by Stockholder as of the date of this proxy, which shares are specified on the
final page of this proxy. (The shares of the capital stock of the Seller
referred to in the immediately preceding sentence are collectively referred to
as the "Shares.") Upon the execution hereof, all prior proxies given by
Stockholder with respect to any of the Shares are hereby revoked, and
Stockholder agrees that no subsequent proxies will be given with respect to any
of the Shares in contravention of this Proxy. Capitalized terms used in this
Proxy and not otherwise defined shall have the meanings ascribed to them in the
Voting Agreement (as defined below).

         This proxy is irrevocable, is coupled with an interest and is granted
in connection with the Voting Agreement, dated as of the date hereof, between
the Purchaser and Stockholder (the "Voting Agreement"), and is granted in
consideration of the Purchaser entering into the Asset Purchase Agreement, dated
as of the date hereof, between the Purchaser and the Seller (the "Purchase
Agreement"). This proxy will terminate on the Voting Covenant Expiration Date
(as defined in the Voting Agreement).

         The attorneys and proxies named above will be empowered, and may
exercise this proxy, to vote the Shares at any time until the Voting Covenant
Expiration Date at any meeting of the stockholders of the Seller, however
called, and in connection with any action by written consent of stockholders of
the Seller (and to which Stockholder is entitled to vote):

                  (i)      in favor of the Acquisition (as defined in the Voting
         Agreement) and the execution and delivery by the Seller of the Purchase
         Agreement, in favor of each of the other actions contemplated by the
         Purchase Agreement and in favor of any action in furtherance of any of
         the foregoing; and

                  (ii)     against the following actions (other than the
         Acquisition and the transactions contemplated by the Purchase
         Agreement, including, without limitation, the change in Seller's
         corporate name or the dissolution and liquidation of the Seller): (i)
         any Acquisition Transaction; (ii) any Acquisition Proposal; (iii) any
         change in a majority of the board of directors of the Seller; (iv) any
         amendment to the Seller's certificate of incorporation or bylaws; (v)
         any material change in the capitalization of the Seller or the Seller's
         corporate structure; and (vi) any other action which is intended, or
         could reasonably be expected, to impede, interfere with, delay,
         postpone, discourage or adversely affect the Acquisition or any of the
         other transactions contemplated by the Purchase Agreement or the Voting
         Agreement.

                                       1



         Stockholder may vote the Shares on all other matters not referred to in
this proxy, and the attorneys and proxies named above may not exercise this
proxy with respect to such other matters.

         This proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of Stockholder (including any transferee
of any of the Shares).

         If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then: (a) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent; (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction; and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.

Dated:  ____________, 2003

                                        ________________________________________
                                        Name

                                        Number of shares of common stock of the
                                        Seller owned of record as of the date of
                                        this proxy:

                                        ________________________________________

                                       2



                                    EXHIBIT B
                                   DEFINITIONS

         ACQUISITION PROPOSAL. "Acquisition Proposal" shall mean any offer,
proposal, inquiry or indication of interest (other than an offer, proposal,
inquiry or indication of interest made or submitted by the Purchaser)
contemplating or otherwise relating to any Acquisition Transaction.

         ACQUISITION TRANSACTION. "Acquisition Transaction" shall mean any
transaction or series of transactions involving: (a) any merger, consolidation,
amalgamation, share exchange, business combination, issuance of securities,
acquisition of securities, tender offer, exchange offer or other similar
transaction: (i) in which the Seller is a constituent corporation; (ii) in which
a Person or "group" (as defined in the Exchange Act and the rules promulgated
thereunder) of Persons directly or indirectly acquires beneficial or record
ownership of securities representing more than 15% of the outstanding securities
of any class of voting securities of the Seller; or (iii) in which the Seller
issues securities representing more than 15% of the outstanding securities of
any class of voting securities of the Seller; (b) any sale, lease, exchange,
transfer, license, acquisition or other disposition of all or a material portion
of the Seller's business or assets (other than in the ordinary course of
business consistent with past practice); or (c) any liquidation or dissolution
of the Seller other than a plan of dissolution and liquidation not involving any
third party that is adopted by the board of directors of the Seller and
submitted to the stockholders of the Seller for approval at the stockholders'
meeting as contemplated by Section 4.4 of the Purchase Agreement.

         ENTITY. "Entity" shall mean any corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, cooperative, foundation, society,
political party, union, company (including any limited liability company or
joint stock company), firm or other enterprise, association, organization or
entity.

         GOVERNMENTAL BODY. "Governmental Body" shall mean any: (a) nation,
principality, state, commonwealth, province, territory, county, municipality,
district or other jurisdiction of any nature; (b) federal, state, local,
municipal, foreign or other government; (c) governmental or quasi-governmental
authority of any nature (including any governmental division, subdivision,
department, agency, bureau, branch, office, commission, council, board,
instrumentality, officer, official, representative, organization, unit, body or
Entity and any court or other tribunal); (d) multi-national organization or
body; or (e) individual, Entity or body exercising, or entitled to exercise, any
executive, legislative, judicial, administrative, regulatory, police, military
or taxing authority or power of any nature.

         PERSON. "Person" shall mean any individual, Entity or Governmental
Body.

         REPRESENTATIVES. "Representatives" of a party shall mean: (a) such
party's officers, directors, employees, stockholders, affiliates, attorneys,
investment bankers, advisors, accountants, agents and representatives; and (b)
the officers, directors, employees, stockholders, attorneys, investment bankers,
advisors, accountants, agents and representatives of each of such party's
affiliates.

                                       3



                                   SCHEDULE A

         Beneficial Ownership of FairMarket, Inc. Common Stock by Lloyd
                       I. Miller, III ("Miller Entities")

                Shares Beneficially Owned - No Approval Required



   PERSON/ENTITY                            NUMBER OF SHARES
                                         
Lloyd I. Miller LLC                               15,400
Milfam I, L.P.                                   176,253
Milfam II, L.P.                                  979,375
Catherine Miller GST                              21,900
Kimberly S. Miller GST                            15,400
Lloyd Crider GST                                  15,000
Alexandra UGMA                                    21,800
Milgrat II (G)                                   456,254
Lloyd I. Miller, III                             617,165
                                       Total:  2,318,574
                                               =========


                  Shares Beneficially Owned - Approval Required
                         ("Additional Miller Entities")



Person/Entity                                NUMBER OF SHARES
                                          
Dail Miller                                        9,000
Wylie Dulmage UGMA                                10,500
Tyler Dulmage UGMA                                10,500
Trust A-4                                      1,097,536
Trust C                                          227,505
Kimberly S. Miller                                14,400
                                       Total:  1,369,441
                                               =========


                                      A-1