VIRTUALSELLERS.COM, INC.
                      Suite 100 - 120 North LaSalle Street
                            Chicago, Illinois, 60602

Mr.  Dennis  Sinclair
Suite  903  -  195  Harbour  Drive
Chicago,  Illinois,  60602

Dear  Mr.  Sinclair:

          We  wish  to  confirm  the  terms  and conditions concerning your (the
"Executive")  employment  by VirtualSellers.com, Inc. and/or its successors (the
"Company").  The  terms  and  conditions  of the Executive's employment with the
Company  are  set  forth  below.

1.     Position  and  Responsibilities

(a)     The Executive shall have executive responsibility for the management and
development  of  the Company and its affiliates (collectively referred to as the
"VirtualSellers  Group").  The  Executive  acknowledges  that  the  Company  has
entered  into arrangements whereby it has agreed to procure management services,
including  those of the Executive, to the VirtualSellers Group and the Executive
therefore  agrees  to  provide his services to such affiliates of the Company as
may  be  directed  by  the  board  of  directors  of  the Company (the "Board of
Directors") from time to time.  In order to carry out such responsibilities, the
Executive  shall hold the office of the President and Chief Executive Officer of
the  Company  and  shall  be  a  director  of  the  Company  and its affiliates.

(b)     The  Executive shall fully and faithfully perform such duties and fulfil
such  obligations,  commensurate  with  such office, as shall be directed by the
Board  of Directors from time to time.  The Executive shall devote his full time
and  attention  using  his  best  efforts  to  apply his skill and experience to
perform  his duties hereunder and to promote the interests of the businesses and
projects  of  the  VirtualSellers Group provided that the Executive shall not be
precluded  from  pursuing other business interests or holding positions in other
companies  which  do not interfere with the Executive's ability to carry out his
responsibilities  hereunder, and do not otherwise contravene the requirements of
this  Agreement.

(c)     The  Executive's  business offices shall be located in Chicago, Illinois
or  in  such  other place or places as may be directed by the Board of Directors
from  time  to  time  in  order  to  effectively  carry  out the business of the
VirtualSellers  Group,  subject to the Executive's agreement, acting reasonably,
with  respect  to  any  changes  in  such  locations  determined by the Board of
Directors  following  the  date  hereof.

<PAGE>

2.     Term

(a)     The  term  of the Executive's employment pursuant to this Agreement (the
"Term")  shall  begin  on  January  1,  2000 (the "Commencement Date") and shall
continue  until  otherwise  terminated in accordance with the provisions of this
Agreement.

3.     Compensation

(a)     For  services  rendered  by  the  Executive  during  the  Term  of  this
Agreement,  the  Executive  shall  be  paid  a  salary, payable in equal monthly
instalments  at  the end of the month, at an annual rate of US$300,000, together
with  any annual bonuses (payable in cash and/or common shares in the capital of
the  Company)  as may be determined and awarded by the Board of Directors.  Such
salary shall be reviewed annually and may be increased at the sole discretion of
the  Board  of  Directors  taking  into  account, among other things, individual
performance  and  general  business  conditions.

(b)     All  payments  made  to  the  Executive  in connection with his services
hereunder  shall  be  subject  to, without limitation, all applicable income and
withholding  taxes,  if  any, and other applicable deductions and taxes.  If for
any  reason  any  amount  required  to  be  withheld  is  not so withheld at the
Executive's request, the Executive agrees to reimburse and indemnify the Company
for  any  taxes,  fines  or  costs  arising  therefrom.

4.     Benefits,  Perquisites  and  Business  Expenses

(a)     The  Executive shall be entitled to participate in the Stock Option Plan
of  the Company on such terms as may be determined by the Board of Directors and
in addition shall be entitled to those perquisites as mutually agreed upon, from
time  to  time,  by  the  Company  and  the Executive.  The Executive shall also
participate  in  all  employee  benefit  programs  made  generally  available to
employees  of  the  VirtualSellers  Group  from  time  to  time.

(b)     The Executive will be reimbursed for all reasonable expenses incurred by
him  in connection with the conduct of the business of the VirtualSellers Group.
Such  expenses  shall  be  reimbursed  within  30 days following presentation of
sufficient  evidence  of  such  expenditures  provided  such  expenditures  are
consistent  with the policies and directives of the Board of Directors from time
to  time.

5.     Vacation  and  Holidays

(a)     The  Executive  shall  be  entitled  to  ten  (10) days as deemed public
holidays  and,  in  addition,  to twenty business (20) days paid vacation during
each  year  of  the  Executive's  employment  hereunder.  Such vacation shall be
utilized  by  the Executive at such time or times as do not materially interfere
with  the  ongoing  conduct  of  the  Company's  business  and  operations.

<PAGE>

6.     Other  Compensation

(a)     In the event that the Company's Board of Directors directs the Executive
to  negotiate  the  terms  of any transfer, sale, merger, takeover, acquisition,
reorganization  or  consolidation of the Company (or all or substantially all of
the assets of the Company or the Company's shares) (each, a "Transaction"), then
the  Executive  will  be entitled to receive a bonus of one and one-half percent
(1.5%)  of  the  monetary  value  of  such  Transaction,  upon  approval  of the
Transaction by the Board of Directors.  The bonus is to be paid in common shares
in  the  capital of the Company based on the trading price of such common shares
immediately  prior  to  the  public  announcement  of  any  such  Transaction.

7.     Termination  of  Employment

(a)     The Company shall be entitled to terminate the Executive's employment at
any  time  without  cause by giving the Executive twenty-four (24) months' prior
written  notice  of  the termination of the Executive's employment or in lieu of
such  notice either by (i) payment to the Executive, within ten (10) days of the
date  of  termination  of  the  Executive's  employment,  an  amount  equal  to
twenty-four  (24)  months  of  the  Executive's  monthly salary payments or (ii)
continuing  the Executive's monthly salary payments, for a period of twenty-four
months from the date of termination of the Executive's employment.  In the event
of  termination  of  the  Executive's  employment  hereunder  without cause, the
Executive  shall  be  immediately  relieved  of  all of his responsibilities and
authorities  as  an  officer,  director  and  employee  of  the  Company and the
VirtualSellers  Group effective as of the date of termination of the Executive's
employment fixed by the Company.  In the event of termination of the Executive's
employment  without  cause  or  notice, the rights and benefits of the Executive
under  employee  benefit  plans  and programs of the VirtualSellers Group (other
than rights under the Stock Option Plan of the Company) shall, unless prohibited
by  the  relevant  plan, be continued for the twenty-four month period following
the  date  of termination of the Executive's employment.  If any such benefit or
program  cannot  be  continued  for such twenty-four month period, the Executive
shall  be entitled to receive a cash payment equal to the value of such benefits
for  such  period.  The  Executive's  rights  under the Stock Option Plan of the
Company  shall  be  determined in accordance with the terms of such plan and any
options  granted  to  the  Executive.

(b)     The Company shall be entitled to terminate the Executive's employment at
any time for cause without notice and without any payment in lieu of notice.  In
the  event  of  a  termination  of  the  Executive's  employment  for cause, the
Company's  obligations  hereunder  shall immediately cease and terminate and the
Executive  shall  be  immediately  relieved  of  all of his responsibilities and
authorities  as  an  officer, director and employee of the VirtualSellers Group,
and  in  such an event there will be no continued salary payments by the Company
to  the  Executive  and  any rights and benefits of the Executive under employee
benefit  plans  and  programs  of  the  Company  will  immediately  terminate in
accordance  with  the  terms  of  such plans and programs.  For purposes of this
paragraph  7(b)  and  of  the

<PAGE>

Executive's  employment  with  the  Company,  "cause"  shall  include,  without
limitation,  the  following  circumstances:

(i)     the Executive has committed a criminal offence involving moral turpitude
or  has  improperly  enriched  himself  at  the  expense  of  the  Company;

(ii)     the  Executive,  in  carrying  out  his  duties hereunder, (i) has been
wilfully  and  grossly  negligent,  or  (ii)  has  committed  wilful  and  gross
misconduct  or, (iii) has failed to comply with an instruction or directive from
the  Board  of  Directors  (and  which is not otherwise cured within thirty (30)
days);

(iii)     the  Executive  has  breached  a  material term of this Agreement (and
which  is  not  otherwise  cured  within  thirty  (30)  days);

(iv)     the  Executive  becomes  bankrupt or in the event a receiving order (or
any  analogous  order under any applicable law) is made against the Executive or
in  the  event the Executive makes any general disposition or assignment for the
benefit  of  his  creditors;  or

(v)     the  Executive  shall  be  diagnosed  as  being  afflicted  by  chronic
alcoholism  or  drug  addiction.

(c)     Termination  of  the Executive's employment for cause shall be effective
upon  the date of the notice of termination given to the Executive and the lapse
of  any  applicable  cure  period  without remedy of the matters set out in such
notice.

(d)     The  Executive's  employment  shall terminate automatically upon written
notice  from the Company in the event of the Executive's absence or inability to
render the services required hereunder due to disability, illness, incapacity or
otherwise  for  an  aggregate of one hundred eighty (180) days during any twelve
(12)  month  period  of  the  Term,  provided  that  such  disability,  illness,
incapacity  or other cause has not occurred during the execution of the business
of  the VirtualSellers Group by the Executive.  In the event of any such absence
or  inability,  the  Executive  shall  be  entitled  to receive the compensation
provided  for  herein  for  the  first  ninety (90) days thereof, whereafter the
Executive shall only be entitled to receive such compensation, if any, as may be
determined  by  the  Board  of  Directors.

(e)     In  the  event  of  the  death  of the Executive during the Term of this
Agreement, the Executive's salary will be paid to the Executive's spouse through
the  end  of  the third month following the month in which the Executive's death
occurs.  Rights  and  benefits of the Executive under employee benefit plans and
programs  of  the  Company,  including  life  insurance,  will  be determined in
accordance  with  the  terms  and  conditions  of  such  plans  and  programs.

(f)     The  Executive  agrees  that, upon termination of his employment for any
reason  whatsoever,  the Executive shall thereupon be deemed to have immediately
resigned any position the Executive may have as an officer, director or employee

<PAGE>

of  the  Company  together with any other office, position or directorship which
the  Executive may hold with any of the Company's affiliates or related entities
in the VirtualSellers Group, including without limitation, the Company.  In such
event, the Executive shall, at the request of the Company, forthwith execute any
and  all  documents  appropriate  to  evidence such resignations.  The Executive
shall  not  be  entitled  to  any  payments  in  respect of such resignations in
addition  to  those  provided  herein.

(g)     It  is  expressly  agreed  that  notwithstanding  termination  of  the
Executive's  employment  Company for any reason or cause or in any circumstances
whatsoever,  such  termination  shall  be  without  prejudice  to the rights and
obligations  of  the  Executive  and the Company respectively in relation to the
time  up  to  and  including  the  date  of  termination  and  the provisions of
paragraphs 3(b), 7, 8, 9 and 10 of this Agreement, all of which shall remain and
continue  in  full  force  and  effect.

8.     Change  of  Control

(a)     As  used  in this paragraph 8, a "Change of Control" shall have occurred
when:

(i)     any  person,  corporation, company or other entity or combination of any
such  persons, corporations, companies or other entities acquires or becomes the
beneficial  owner of, directly or indirectly, whether through the acquisition of
previously  issued  and  outstanding  voting  securities or of voting securities
which  have  not been previously issued, or any combination thereof or any other
transaction  having  a  similar effect, a sufficient number of securities of the
Company  to  affect  materially the control of the Company or 20% or more of the
voting  securities  of  the  Company;

(ii)     any  resolution  is  passed  or  any action or proceeding is taken with
respect  to  the  liquidation,  dissolution  or  winding-up  of  the  Company;

(iii)     20%  or  more  of  the issued and outstanding voting securities of the
Company  become  subject  to  a  voting  trust;

(iv)     the  Company consolidates or merges with or into, amalgamates or enters
into a statutory arrangement with any other corporation, company or other entity
(other  than  a  wholly-owned or majority controlled subsidiary of the Company);

(v)     the  Company  sells,  leases or otherwise disposes of property or assets
aggregating  more than 50% of the consolidated assets of the Company measured by
book  or  fair  market  value,  whether  pursuant  to  one or more transactions;

(vi)     any  person,  corporation, company or other entity not part of existing
management  of  the  Company  or  any  person,  corporation,  company  or

<PAGE>

other  entity  not  controlled  by  the Company or any affiliate of the Company,
enters  into  any arrangement to provide all or substantially all the management
services  to  the  Company;

(vii)     there shall be a change in a majority of the board of directors of the
Company  whether  as  a  result  of  a  shareholders  meeting  or as a result of
appointments  made in filling vacancies caused by resignations of members of the
board  of  directors;  or

(viii)     the  Company  enters  into any transaction or arrangement which would
have  the  same  or  similar effect as the transactions referred to in paragraph
7(a)(ii),  (iii),  (iv),  (v)  or  (vi)  above.

(b)     If  a  Change  in  Control  occurs:

(i)     for  a  period  of  six  (6)  months following the date of the Change of
Control,  the Executive shall have the right to elect that the Change of Control
is  a  termination  of his employment by the Company which shall be deemed to be
termination  of the Executive's employment without cause by the Company.  If the
Executive notifies the Company of this election in writing, or in the event that
the Company shall terminate the Executive's employment without cause during such
period  of  six  (6)  months  following  the  date of the Change of Control, the
Executive  shall  be  entitled  to  receive  and  the  Company  shall pay to the
Executive  (a)  an  additional severance payment of US$600,000 and (b) 1,000,000
common  shares  in  the  capital  of  the Company.  The payments set out in this
paragraph  8 are in addition to any other rights provided hereunder with respect
to  termination  of  the Executive's employment without cause.  If the Executive
does  not  elect  termination,  this  Agreement  will continue in full force and
effect  in  accordance  with  its  terms.

9.     Non-Competition  and  Non-Solicitation

(a)     The  Executive  agrees  that  during  the  period  of  the  Executive's
employment with the Company and for a period of twelve (12) months from the last
payment of compensation to the Executive by the Company, the Executive shall not
engage  in  or  participate  in any business activity that competes, directly or
indirectly,  with  the  businesses  of  the  VirtualSellers  Group.

(b)     Notwithstanding  anything to the contrary contained herein the Executive
may,  without  being  deemed  to  compete,  directly  or  indirectly,  with  the
businesses of the VirtualSellers Group own not more than twenty percent (20%) of
any  class  of  the  outstanding  securities  of  any  corporation  listed  on a
securities  exchange  or  traded  in  the  over-the-counter  market.

(c)     The  Executive  agrees that for a period of twelve (12) months following
the  termination  of  the  Executive's employment and the Company for any reason
whatsoever,  the  Executive  will  not,  whether  as principal, agent, employee,

<PAGE>

employer,  director,  officer,  shareholder  or  in  any  other  individual  or
representative  capacity, solicit or attempt to retain in any way whatsoever any
of  the  employees of the Company or the VirtualSellers Group, provided however,
that the Executive shall not be precluded from soliciting or retaining employees
of  the Company or the VirtualSellers Group in the event of a termination of the
Executive's  employment  as  a result of a material breach by the Company of the
provisions of this Agreement, or in the event that the Executive's employment is
terminated  or  deemed  to be terminated by the Company without cause (including
without  limitation,  pursuant  to  paragraph  8  hereof).

(d)     It  is  the  desire and the intent of the parties that the provisions of
this  paragraph  9  shall be enforceable to the fullest extent permissible under
the  laws  and public policies applied in each jurisdiction in which enforcement
is  sought.  Accordingly,  if  any  particular  portion  of  this paragraph 9 is
adjudicated unenforceable in any jurisdiction such adjudication shall apply only
in  that  particular  jurisdiction  in  which  such  adjudication  is  made.

10.     Confidential  Information

(a)     The  Executive  agrees  not  to  disclose  either while in the Company's
employ  or  at  any  time  thereafter  to  any  person  not  employed  by  the
VirtualSellers  Group  or  not  engaged to render services to the VirtualSellers
Group,  any  trade  secrets  or  confidential  information of or relating to the
VirtualSellers  Group  or  its businesses obtained by the Executive while in the
employ of the Company; provided, however, that this provision shall not preclude
the  Executive  from  these  or disclosure of information known generally to the
public (other than that which the Executive may have disclosed in breach of this
Agreement)  or  of  information  required  to be disclosed by law or court order
applicable  to  the  Executive  or information authorized to be disclosed by the
Board  of  Directors.

(b)     The  Executive  also  agrees that upon leaving the Company's employ, the
Executive  will  not  take,  without  the  prior written consent of the Board of
Directors  of  the  Company,  originals  or  copies  of  any drawing, blueprint,
specification, report, shareholder list, or other document belonging or relating
to  the  VirtualSellers  Group.

11.     Independent  Advice

(a)     This  Agreement  was  prepared  by  the Company.  The Executive has been
asked  to  obtain independent legal advice before signing this Agreement and the
Executive  represents by signing this Agreement that he has either obtained such
advice  or  waived  such  advice.

12.     Counterparts  and  by  Facsimile

(a)     This  Agreement  may  be  executed  in  one  or  more  counterparts, any
counterpart  delivered  via  facsimile shall be deemed an original, and all such
counterparts,  taken  together,  shall  constitute  one and the same instrument.

<PAGE>

13.     Further  Assurances

(a)     Each  of the Company and the Executive agrees to make, do and execute or
cause  to  be  made,  done and executed all such further and other things, acts,
deeds,  documents,  assignments and assurances as may be necessary or reasonably
required  to  carry  out  the  intent  and  purpose  of this Agreement fully and
effectually.  Without  limiting  the  generality  of  the foregoing, the Company
shall  take  all  reasonable steps in order to structure the payment or payments
provided  for in this Agreement in the manner most advantageous to the Executive
with  respect  to  the  provisions  of  the  Income  Tax Act (Canada) or similar
legislation  in  place  in  the  jurisdiction  of  residence  of  the Executive.

14.     Severability

(a)     Any  provision of this Agreement which contravenes any applicable law or
which is found to be unenforceable shall, to the extent of such contravention or
unenforceability,  be  deemed severable and shall not cause this Agreement to be
held  invalid  or  unenforceable  or affect any other provision or provisions of
this  Agreement.

15.     Notices

(a)     Any  notices,  requests, demands or other communications provided for by
this  Agreement  shall be in writing and shall be sufficiently given when and if
mailed  by  registered  or  certified  mail,  return  receipt requested, postage
prepaid,  or sent by personal delivery, overnight courier or by facsimile to the
party  entitled thereto at the address stated at the beginning of this Agreement
or  at  such  other address as the parties may have specified by similar notice.

(b)     Any  such  notice  shall  be  deemed delivered on the fifth business day
following  the mailing thereof if delivered by prepaid post or if given by means
of  personal  delivery  on  the  day of delivery thereof or if given by means of
overnight  courier or facsimile transmission on the first business day following
the  dispatch  thereof.

16.     Entire  Agreement

(a)     This  Agreement contains the entire agreement between the parties hereto
with  respect  to  matters  herein  and  supersedes  all  prior  agreement  and
understandings,  oral  or  written,  between the parties hereto relating to such
matters.

17.     Assignment

(a)     Except  as  herein  expressly  provided,  the  respective  rights  and
obligations  of  the Executive and the Company under this Agreement shall not be
assignable  by  either  party without the written consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Executive  and  the  Company and their permitted successors or assigns.  Nothing
herein  expressed  or

<PAGE>

implied  is  intended  to confer on any person other than the parties hereto any
rights,  remedies,  obligations  or  liabilities  under  or  by  reason  of this
Agreement.

18.     Applicable  Law

(a)     This  Agreement  shall  be deemed a contract under, and for all purposes
shall  be governed by and construed in accordance with, the laws of the State of
Illinois.  Each  of  the  parties hereto hereby irrevocably submit and attorn to
the  non-exclusive  jurisdiction  of  the courts of Illinois with respect to any
proceedings  brought  in respect of this Agreement or the subject matter hereof.

19.     Amendment  or  Modification;  Waiver

(a)     No  provision  of  this  Agreement  may be amended or waived unless such
amendment  or  waiver  is  authorized  by  the Company (including any authorized
officer  or  committee  of the Board of Directors) and is in a writing signed by
the  Executive  and  by  a  duly  authorized  officer of the Company.  Except as
otherwise  specifically  provided  in  this Agreement, no waiver by either party
hereto  of  any  breach by the other party of any condition or provision of this
Agreement  to  be  performed  by  such other party shall be deemed a waiver of a
similar  or dissimilar breach, condition or provision at the same time or at any
prior  or  subsequent  time.

20.     Currency

(a)     Unless  otherwise  provided,  all  dollar  amounts  referred  to in this
Agreement  are  in  lawful  money  of  the  United  States.

          If  you  are  in  agreement  with  the foregoing terms and conditions,
please  confirm  your acceptance by signing and returning the enclosed duplicate
copy  of  this  correspondence.

VIRTUALSELLERS.COM,  INC.

Per:     /s/  Raymond  Mol
         -----------------
     Authorized  Signatory

Accepted  and  agreed  as  of  the  1st  day  of  January,  2000.


Per:     /s/  Dennis  Sinclair
         ---------------------
              Dennis  Sinclair