Shopping Com – ‘8-K’ for 6/1/98 – EX-7.4

As of:  Tuesday, 6/9/98   ·   For:  6/1/98   ·   Accession #:  892569-98-1739   ·   File #:  0-29518

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K for the Period Ended June 1, 1998             5     23K 
 2: EX-7.1      Proxy From Cyber Depot, Inc. to Frank W. Denny         2     10K 
 3: EX-7.2      Proxy From Robert J. McNulty to Doug Hay               2     10K 
 4: EX-7.3      Proxy From Robert J. McNulty to Paul J. Hill           2     10K 
 5: EX-7.4      Proxy From Robert J. McNulty to Edward F. Bradley      2     10K 
 6: EX-7.5      Proxy From Robert J. McNulty to John Markley           2     10K 
 7: EX-10.20    Employment Agreement Between Co. & John Markley        7     19K 
 8: EX-10.21    Termination and Buyout Agreement                       5     24K 
 9: EX-10.22    Consulting Agreement Between Co. & Cyber Depot         8     20K 
10: EX-10.23    Consulting Agreement Between Co. & Stilden Co.         7     18K 
11: EX-20.2     Letter of Resignation From Robert J. McNulty           2     10K 
12: EX-99.1     Press Release Dated June 5, 1998                       2     10K 

EX-7.4   —   Proxy From Robert J. McNulty to Edward F. Bradley

EX-7.4
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 EXHIBIT 7.4

IRREVOCABLE PROXY FROM ROBERT J. MCNULTY
TO EDWARD F. BRADLEY
JUNE 1, 1998

EX-7.4
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 IRREVOCABLE PROXY

    The undersigned Robert J. McNulty ("McNulty") hereby constitutes and
appoints Edward F. Bradley ("Bradley") his lawful attorney-in fact and proxy,   
pursuant to the provisions of the California Corporations Code, to vote at all  
meeting of the stockholders and any adjournments thereof, to execute and deliver
written consents, and in all other ways act in McNulty's place and stead, with  
respect to Two Hundred Four Thousand Seven Hundred Fifty (204,750) shares only  
of the common stock (the "Stock") of Shopping.com (the "Corporation") now owned 
by McNulty and/or his Successors (as defined below) as fully, to the same extent
and with the same effect as McNulty might or could do under any applicable laws 
or regulations governing the rights and powers of the stockholders of a         
California corporation with respect to any and all business and other matters   
(including, but not limited to, the election of directors) which are presented  
to the stockholders of the Corporation.                                         

        McNulty hereby ratifies and confirms all that Bradley may do or cause to
be done by virtue of this Irrevocable Proxy. McNulty further understands and    
agrees that this Irrevocable Proxy may be exercised by Bradley for the period   
beginning the date hereof and ending on the earlier of (i) June 1, 2000 or (ii) 
any time after June 1, 1999 if it is determined by the Board of Directors of the
Corporation that the Agreement is no longer in the best interest of the Company.

  This Irrevocable Proxy encompasses Two Hundred Four Thousand Seven
Hundred Fifty (204,750) shares only of the Common Stock owned by McNulty on this
date and not the full holdings of McNulty.                                      

      This Irrevocable Proxy is coupled with an interest and shall remain in
full force and effect and, shall be enforceable against any donees, devisees,   
transferees, or assignees of the undersigned. This Irrevocable Proxy shall be   
binding upon and be enforceable against McNulty and his heirs, legal and        
personal representatives, successors, and assigns.                              

     In the event that Bradley is unable to exercise the rights granted by
this Irrevocable Proxy because of death or disability, McNulty hereby appoints  
Doug Jennings as the successor proxy holder to Bradley, entitled to exercise all
of the rights of Bradley under the premises.                                    

       IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy
this 1st day of June, 1998.                                                     

                                           /s/ Robert J. McNulty
                                                   -----------------------------
                                       Robert J. McNulty
Agreed and Accepted                                                             
this 1st day of June, 1998                                                      

/s/ Edward F. Bradley                                                           
---------------------------                                                     
Edward F. Bradley                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/1/00		2
		6/1/99		2
Filed on:		6/9/98
For Period End:		6/1/98		1					10KSB/A,  3,  4
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