ASSET PURCHASE AGREEMENT

THIS  ASSET  PURCHASE  AGREEMENT  made  as  of  the  30th  day  of  June,  1999

AMONG:

SETH  RUSSELL,  doing  business  as  CLICKSHOP, 12018 SE 170th Place Renton, WA,
98058

(hereinafter  called  "Russell")

AND:

NATHAN  S.  BAWDEN,  23  Bogan  Road,  West  Union,  OH,  45693

(herinafter  called  "Bawden")

(collectively,  the  "Vendors")

AND:

VIRTUALSELLERS.COM,  INC.,  Suite  1000 - 120 North LaSalle Street, Chicago, IL,
60602

(hereinafter  called  the  "Purchaser")

WITNESS  THAT  WHEREAS:

A.          The  Vendors  carry  on  the  business  of  a software developer and
licensor  under  the  tradename  Clickshop  (the  "Business")  and  own  certain
application  computer  software  known as "GOLDPAINT SHOPPING CART" software and
certain  operating  system  software  known  as  "TAG  ACTIVATED MARKUP ENHANCER
(TAME)"  dynamic  software  engine  and  language  interpreter;

B.          The  Purchaser  wishes  to  purchase  and  the  Vendors wish to sell
substantially  all  of  the  assets  of  the  Business, namely, a 100% undivided
interest  in  the Software (hereinafter defined) and all associated intellectual
property  rights  related  thereto, the Business' customer base, and all support
and  private  contracts;

NOW  THEREFORE,  in  consideration  of the premises and the respective covenants
agreements,  representations,  warranties  and indemnities of the parties herein
contained,  and  for  other  good  and  valuable  consideration (the receipt and
sufficiency  of  which  is hereby acknowledged), the parties hereto covenant and
agree  as  follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1     For  all  purposes  of  this  Agreement,  except  as otherwise expressly
provided  or  unless  the  context otherwise requires, the following capitalized
terms  are  defined  as  follows:

(a)     "Business"  has  the  meaning  set  forth  in  Recital  A  above;

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(b)     "Closing Date" means June 30, 1999 or such other date as may be mutually
agreed  upon  by  the  parties  hereto;

(c)     "Closing"  means  the  completion  of  the  sale  by the Vendors and the
purchase  by  the Purchaser of a 100% undivided interest in the Purchased Assets
and the completion of all other transactions contemplated by this Agreement that
are  to  occur  contemporaneously  therewith;

(d)     "Code"  means  the whole or any part of or any combination of the Object
Code  and  Source Code and, upon their creation, Modifications and Enhancements;

(b)     "Confidential  Information"  is information known or used by the Vendors
or  the  Purchaser  in  connection  with  the  Business:

(i)     that  derives  economic  value,  actual  or  potential,  from  not being
generally  known  to, and is not readily ascertainable by proper means by, other
persons  who  can  obtain  economic  value  from  its  disclosure  or  use;  and

(ii)     is  the  subject of efforts that are reasonable under the circumstances
to  maintain  its  confidential  nature;

and  includes any trade secret, formula, design, prototype, inventions, records,
designs,  drawings,  specifications,  technical  information,  compilation  of
information,  data, program, method, technique, process, information relating to
any  product,  device,  equipment,  machine,  and business information including
customer  information,  financial  information,  marketing  plans  and  business
strategies  and  opportunities,  and  the  terms of this Agreement; but does not
include  any  of the foregoing which is or becomes a matter of Public Knowledge;

(e)     "Copyright"  means  the exclusive right to do and authorize others to do
any and all things restricted by copyright or similar laws of application in any
and all jurisdictions in relation to the use, copying, translation, distribution
or  publication  of  the  Software  or  Derivative  Works;

(f)     "Customer  Information" means information about the Company's customers,
customer  base and markets, including customer names and addresses, the names of
employees  of  customers  with  whom  the Company is in contact in its business,
customer  requirements and the Company's contracts with its customers, including
details  about  pricing  and  supply;

(g)     "Derivative Work" means a work that is based upon the Software such as a
revision,  modification, translation, abridgment, condensation, expansion or any
other  form in which the Software may be recast, transformed or adapted and that
if  prepared  without  authorization  of  the  owner  of  the  Copyright in such
pre-existing  work,  would  constitute  a  Copyright infringement.  For purposes
hereof,  a  Derivative  Work will also include any compilation that incorporates
such  a  pre-existing  work;

<PAGE>

(h)     "Development  Documentation"  means  any  devices,  programs,  or
documentation,  including  compilers,  "workbenches",  tools, developer's notes,
flow  charts,  schematics, statements of principles of operations, architectural
standards  and any other specifications that are used to create or that comprise
the  Code, and higher-level (or "proprietary") languages used by the Vendors for
the  development,  maintenance  and  implementation  of  the  Program;

(i)     "Encumbrance"  means,  in  respect  of  property  of any kind (including
intangible  property  of  any  kind  whatsoever),  any  encumbrance  of any kind
whatsoever,  including  a security interest, mortgage, lien, pledge, assignment,
charge,  trust  or  deemed  trust  (whether  contractual, statutory or otherwise
arising),  any  restriction, royalty or obligation to pay a royalty or any other
right  or  claim  of  others of any kind whatever affecting the property and any
restrictive  covenant  or other agreement, restriction or limitation (registered
or  unregistered)  on  the  use  of the property; and "Encumber" as a verb has a
corresponding  meaning;

(j)     "Enhancements"  means  all  modifications,  additions,  enhancements,
versions,  releases,  improvements,  or substitutions made to the Program, other
than  Modifications,  that  accomplish  performance,  structural  or  functional
improvements  thereto,  whether  such  enhancements  accomplish  incidental  or
substantial  redesign  or  replacement  of  any  parts  of  the  Programs;

(k)     "Excluded  Assets"  means  all  assets  of  the  Vendor other than those
included  in  the  definition  of  Purchased  Assets as set out in Schedule "A";

(l)     "Existing Contracts" means all support and private contracts relating to
the  Software  as  listed  in  Schedule  "B";

(m)     "Force  Majeure"  means  any of the following: acts of God, earthquakes,
tidal  waves,  hurricanes,  landslides,  storms,  windstorms, lightning, floods,
explosions,  fires,  vandalism,  wars (whether declared or not), armed conflicts
(whether  internal  or  international),  riots, insurrections, rebellions, civil
commotions, sabotage, blockages, embargoes, epidemics, partial or entire failure
of utilities owned and operated by governmental bodies, lockouts, strikes, other
labour  disturbances  (whether  legal  or illegal), labour shortages, failure of
common  or private carriers to deliver anything within the required time, or any
other  similar  event  or  cause  beyond  the  control of the party claiming the
benefit  of this clause and which that party could not reasonably have protected
itself  against,  provided  however  that  lack  of  funds  or  credit  will not
constitute  an  event  of  force  majeure,  nor will the failure of any computer
software,  hardware,  firmware  or  data including embedded microprocessors as a
result  of  the date change to the Year 2000 or any other date change, including
leap  year  calculations;

(n)     "Intellectual Property Rights" means all rights to use, copy, reproduce,
sell,  license, enhance, merge, transcribe, adapt or distribute by any means and
for any purpose the Trade-marks, the Software and all Derivative Works including
any  and  all  proprietary  rights  provided  under  trade-mark law, patent law,
copyright  law  or  any  other  statutory  provision  or  common  law principles

<PAGE>

applicable  to  the  Trade-marks,  Software  or  any  Derivative Works which may
provide  a  right in either ideas, formulae, algorithms, concepts, inventions or
know-how  generally,  including  trade  secret  law,  or  the  expression or use
thereof;

(o)     "Modifications" means modifications, updates or revisions to the Program
or  User  Documentation  that  correct errors, support new releases of operating
systems  or  support  new models of input-output devices with which the Programs
are  designed  to  operate;

(p)     "Object  Code"  means  the binary or machine-readable version or form of
the  computer  programming  code  generated by compilation of the Source Code to
execute  the  Program;

(q)     "Person"  means  an individual, corporation, partnership, joint venture,
trust  unincorporated  organization,  any  government  or  any  agency  or
instrumentality  thereof  or  any  other  entity;

(r)     "Programs" means the computer software application programs developed by
the  Vendors  and  known  as  "GOLDPAINT SHOPPING CART" and the operating system
software known as "TAG ACTIVATED MARKUP ENHANCER (TAME)" dynamic software engine
and language interpreter and more particularly described in Schedule "C" hereto;

(s)     "Public  Knowledge"  means  information  that  is generally known in the
business  in  which  the  Company  is engaged or is otherwise accessible through
lawful,  non-confidential  sources;

(t)     "Purchase  Price"  means  the  purchase  price  for the Purchased Assets
referred  to  in  section  3.1;

(u)     "Purchased  Assets"  means  all  property  and assets of the Business of
every  kind and description and wherever situate, excluding the Excluded Assets,
and,  including,  without  limiting:

(i)     the  Software  and  all associated Intellectual Property Rights thereto;

(ii)     all  Equipment  necessary  or  used  in  connection  with the Software;

(iii)     all  right, title, benefit, and interest under the Existing Contracts;
and

(iv)     all  customers  as  set  out  in  Schedule  "D";

(v)     "Software"  means  the  whole  or  any part of or any combination of the
Code,  Derivative  Works,  the  User  Documentation  and  the  Development
Documentation,  together  with  all development tools and runtime libraries that
are  required  for  the  development,  modification and maintenance of the Code;

<PAGE>

(w)     "Source  Code"  means  the human readable version or form of the Program
written,  in  part,  in  the "----------" and "------------" computer languages,
including  all  comments  and  procedural  code;

(x)     "Specifications" means the description and specifications, technical and
functional,  for  the  Software  set  out  in  Schedule  "C"  hereto;

(y)     "Trade-marks"  means  the unregistered trade mark "GOLDPAINT" and "TAME"
and  any and all other marks, registered or unregistered, used by the Vendors in
connection  with  the  manufacture  and  sale  of  the  Software;

(z)     "User  Documentation"  means  all written materials developed for use by
end  users  of the Program, including user guides, manuals, application and data
files  and  specifications  and will include, at the time of their creation, all
modifications  thereto.  User  Documentation  will also include the application,
data  and  document files necessary to produce the Development Documentation and
all  modifications  thereto;  and

(aa)     "Year  2000 Compliant" means the correct processing of date data within
and  between the 20th and 21st centuries and, without limiting the generality of
the  foregoing,  includes  compliance  with  the  following  four  rules:

(i)     no  value  for  current  date  will cause any interruption in operation;
(ii)     date-based  functionality  must behave consistently for dates prior to,
during  and  after  Year  2000;

(iii)     in  all  interfaces  and data storage, the century in any date must be
specified  either  explicitly or by unambiguous algorithms or inferencing rules;
and

(iv)     the  Year  2000  is  recognized  as  a leap year, as are all leap years
thereafter

and  in  particular, the correct processing of date data on the following dates:

September  8,  1999  to  September  9,  1999;
September  9,  1999  to  September  10,  1999;
December  31,  1999  to  January  1,  2000;
January  31,  2000  to  February  1,  2000;
February  28,  2000  to  February  29,  2000;  and
February  29,  2000  to  March  1,  2000.

1.2     For  all  purposes  of  this  Agreement,  except  as otherwise expressly
provided  or  unless  the  context  otherwise  requires:

<PAGE>

(a)     "this  Agreement"  means this software purchase agreement (including the
Schedules  hereto) as it may from time to time be supplemented or amended by one
or  more  agreements  entered into pursuant to the applicable provisions hereof;

(b)     all  references  in  this Agreement to designated "Articles", "sections"
and  other  subdivisions  are  to  the  designated  Articles, sections and other
subdivisions  of  this  Agreement;

(c)     all references to currency herein are deemed to mean the currency of the
United  States  of  America;

(d)     the  words  "herein" "hereof' and "hereunder" and other words of similar
import  refer  to  this  Agreement as a whole and not to any particular Article,
section  or  other  subdivision;

(e)     the  headings  are  for  convenience only and do not form a part of this
Agreement  nor are they intended to interpret, define or limit the scope, extent
or  intent  of  this  Agreement  or  any  provision  hereof;

(f)     the  word  "including",  when  following  any general statement, term or
matter, will not be construed to limit such general statement, term or matter to
the  specific  items  or matters set forth immediately following such word or to
similar items or matters, whether or not non-limiting language (such as "without
limitation"  or  "but  not  limited to" or words of similar import) is used with
reference  thereto  but  rather  will  be  deemed to refer to all other items or
matters  that  could  reasonably fall within the broadest possible scope of such
general  statement,  term  or  matter.

(g)     any  reference  to  an  entity  will  include and will be deemed to be a
reference  to  any  entity  that  is  a  successor  to  such  entity;  and

(h)     words  importing  the  masculine  gender  include the feminine or neuter
gender  and  words  in  the  singular  include  the  plural  and  vice  versa.

1.3     The  following  schedules  form  an  integral  part  of  this Agreement:

Schedule  "A"  -  Excluded  Assets
Schedule  "B"  -  Existing  Contracts
Schedule  "C"  -  Programs  Description  and  Specifications
Schedule  "D"  -  Customer  Lists
Schedule  "E"  -  Liabilities
Schedule  "F"  -  Employment  Agreement
Schedule  "G"  -  Assignment  of  Existing  Contracts
Schedule  "H"  -  Assignment  of  Copyright
Schedule  "I"  -  Assignment  of  Trade-marks

<PAGE>

                                    ARTICLE 2
                                      SALE

2.1     In  consideration  of  the  payment  of the purchase price as set out in
Article  3,  the  Purchaser  hereby  agrees  to purchase, and the Vendors hereby
agrees to sell, assign and transfer to the Purchaser, on Closing, subject to the
terms hereof, a 100% undivided interest in and to the Purchased Assets, free and
clear  from  all  Encumbrances.

                                    ARTICLE 3
                                 PURCHASE PRICE

3.1     The purchase price for a 100% undivided interest in the Purchased Assets
(the  "Purchase  Price")  will  be:

(a)     The  payment  by  the  Purchaser  of  the  liabilities  and  potential
liabilities  of the Business as set out in Schedule "E", the total not exceeding
twenty  thousand  dollars  ($20,000);

(b)     the  payment on the Closing Date of 300,000 shares in the capital of the
Purchaser  at  a  deemed  price  of  $0.50  (U.S.)  per  share;  and

(c)     an  additional  300,000  common  shares  one  year  from  Closing if the
Business  is  still  operational  and  Nathan  Bawden  has  during  that  year
successfully  trained  employees  of  the  Purchaser  pursuant to the employment
agreement  between  the  Purchaser  and  Bawden  dated June 30, 1999 in the form
attached  as  Schedule  "F"  (the  "Employment  Agreement");
(the  600,000  shares  together  called  the  "Purchase  Shares").

3.2     The  parties  acknowledge  and agree that Purchase Shares will have such
hold  periods  as  are  required  under applicable securities laws, which to the
knowledge  of  the  Purchaser  is  one  year.

3.3     The  Purchaser will add the Purchase Shares to any registration requests
with  the  United States Securities Exchange Commission that the Purchaser files
during  the  hold  period  to  request  registration  of  the  Purchase  Shares.

3.4     The Purchaser will issue the Purchase Shares from treasury as fully-paid
and  non-assessable  shares in the capital of the Purchaser and will be free and
clear  of  all  liens,  charges  and  encumbrances.

3.5     The  Purchaser  will allocate the Purchase Shares between the Vendors as
directed  by  the  Vendors in writing.  If no written directions are received by
the  Purchaser  by  the  Closing  Date, the Purchaser will allocate the Purchase
Shares  equally  between  the  Vendors.

                                    ARTICLE 4
                                    COVENANTS

4.1     Each  of  the  Vendors  covenants  with the Purchaser that from the date
hereof  until  Closing  the  Vendors  will:

<PAGE>

(a)     preserve,  protect  and continuously update and maintain the Software in
"state  of  the  art"  and  commercially  saleable  form;

(b)     carry  on its business in the ordinary course and in compliance with all
applicable  laws;

(c)     not  suffer  or  permit  any  Encumbrance  to  attach  to  or affect the
Purchased  Assets;  and

(d)     not  enter  into any transaction which could cause any representation or
warranty  of  the  Vendors  or Purchaser contained herein to be incorrect on the
Closing  or  constitute  a breach of any covenant or agreement of the Vendors or
Purchaser  contained  herein.

4.2     Each  of  the  Vendors  further covenants with the Purchaser that in the
event  that  the  Software, or any part thereof, is not Year 2000 Compliant, the
Vendors  will  take  all  necessary  action  to  render the Software or any part
thereof  Year  2000  Compliant within 2 days of becoming aware of such fact.  If
the  Vendors fail to render the Software Year 2000 Compliant within the time set
out  herein,  the  Vendors  covenant  to  reimburse the Purchaser for all costs,
expenses  or other expenditures incurred by the Purchaser to render the Software
Year  2000  Compliant.

                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

5.1     Each of the Vendors hereby jointly and severally represents and warrants
to  the  Purchaser  and  acknowledges  that  the  Purchaser  is  relying on such
representations  and  warranties  in  entering  into  this  Agreement:

(a)     The  Vendors  are the co-owners of all right, title and interest in each
of  the  Purchased  Assets,  free  and  clear  of  all  Encumbrances.

(b)     On  Closing,  the Purchaser will obtain all right, title and interest in
each  of the Purchased Assets, free and clear of all Encumbrances, sufficient to
allow  the  Purchaser  to  carry  out  the  business  of  using,  reproducing,
manufacturing,  selling,  marketing,  distributing,  licensing,  renting,
transmitting,  promoting,  maintaining  or supporting the Software in the manner
contemplated  hereunder.

(c)     The  total  of all liabilities and potential liabilities of the Business
do not exceed twenty thousand dollars ($20,000) and are set out in Schedule "E".

(d)     The  Vendors  are  not  aware of any change, event or circumstance which
would  adversely  affect  the  Purchased  Assets  or the prospects, operation or
condition  of the Business or which would reasonably be considered to reduce the
value  of  the  Purchased  Assets  to  the  Purchaser.

(e)     The  Vendors  have disclosed to the Purchaser all contracts, engagements
and  commitments,  whether  oral  or  written,  relating  to  the  Business.

<PAGE>

(f)     Schedule  "B"  contains  a  complete  and  accurate list of all Existing
Contracts  which  form  part  of  the  Purchased  Assets;

(g)     Schedule  "D"  contains a complete and accurate list of all customers of
the  Business;

(h)     All  licences, permits, approvals, consents, certificates, registrations
and authorizations required in the ordinary course of the Business or in the use
of  the Purchased Assets have been obtained and are in good standing and are not
terminable  on  the  basis  of  a transfer in ownership of the Purchased Assets.

(i)     All registrations or filings with any governmental intellectual property
offices,  domestic  and foreign, required or advisable to evidence or protect or
preserve  the  Intellectual  Property Rights have been made and the Intellectual
Property  Rights  are  valid  and  enforceable.

(j)     There is no legal action pending or threatened by any Person relating to
the  Purchased  Assets.  Neither  of  the  Vendors is aware of any adverse claim
which  has  ever  been,  or is currently being, threatened against the Purchased
Assets or any of them or of any claim by any Person that any of the Intellectual
Property Rights is or may be invalid or unenforceable or non--distinctive of the
Vendors.

(k)     The Vendors have obtained or will obtain and provide to the Purchaser by
no  later than July 15, 1999, the written covenant of Mark Stubbins not to bring
any  action,  suit  proceeding  or claim against the Purchaser for infringement,
passing  off  or  any  other  reason  arising  out of the Purchaser's use of the
trade-mark  GOLDPAINT  in  association  with  the  distribution  and sale of the
Programs,  and  that  Mark  Stubbins  will  not  oppose  any  application by the
Purchaser for registration of such trade-mark or in any way contest the validity
or  enforceability  of  any  such  registration.

(l)     The  Software  is  an  original work, as that term is used in the law of
Copyright, and does not include any "shareware", "freeware" or other third party
software,  and  the  only authors of the Software and every portion thereof, are
the  Vendors,  and  all  of  the  right,  title  and interest in the Software is
co-owned  solely  by  the  Vendors.

(m)     No  portion  of  the  Software uses, copies or comprises the work of any
Person  in  a  manner  that infringes on, and the use thereof and the commercial
exploitation  of  the  Intellectual  Property  Rights  does not infringe on, any
rights  of  any  Person  including  any  rights  in  the  structure, sequence or
organization  of  any  third party work and no royalty or other consideration is
due  to  any Person arising out of the creation, copying, use or distribution of
the  Purchased  Assets.

(n)     The  Vendors  have  not, in any manner whatsoever, granted, transferred,
licensed  or  assigned  or  permitted  to  be  granted, transferred, licensed or
assigned any right or interest of any kind whatsoever in the Purchased Assets to
any  Person  (other than the Purchaser) and neither of the Vendors has otherwise
Encumbered  the  Purchased  Assets.

<PAGE>

(o)     The  Software  was  first published by distribution of copies thereof to
members  of  the  public  on  October,  1993,  in  Washington,  U.S.A.

(p)     There  are  no  contracts,  agreements, licenses or other commitments or
arrangements  in  effect  with respect to or which would permit the manufacture,
marketing, distribution, licensing, rental, transmission, promotion, maintenance
or  support  of  the  Software  by  any  Person.

(q)     The  Vendors  have  not  used  or permitted to be used the Software in a
manner that in any way jeopardizes the rights of the Vendors in the Intellectual
Property  Rights.

(r)     The Source Code is complete and when compiled, produces the then current
production  version  of  the  Object  Code.

(s)     Schedule  "C"  contains  a  complete and accurate (i) description of the
Program  (including  a  list of software modules and related tools), (ii) set of
Specifications,  (iii)  list of Development Documentation, and (iv) list of User
Documentation.

(t)     The  Source  Code,  User Documentation and Development Documentation, in
the  form  delivered  to  the  Purchaser:

(i)     are  reasonably  understandable  and  usable  by trained and experienced
computer-programming  personnel  who are generally familiar with the " 'C' " and
"----------"  computer  languages;

(ii)     do not involve any proprietary languages or programming components that
such  personnel  could  not  reasonably  be  expected  to  understand, using the
Development  Documentation,  which contains sufficient commentary to enable such
personnel  to  understand  and  use  such  languages  or  components;  and

(iii)     include  all  of  the devices, programming and documentation necessary
for  the  maintenance  and  support of the Software by the Purchaser, except for
devices,  programming  and documentation commercially available to the Purchaser
on  reasonable  terms  through  readily  known  sources  not  affiliated with or
otherwise  related  to  the  Vendors  or  Purchaser.

(u)     Each of the Code, User Documentation and Development Documentation to be
delivered  by  the  Vendors  hereunder:

(i)     has  been  prepared  in  a  workmanlike  manner  and  with  professional
diligence  and  skill;

(ii)     will  function  efficiently  on the machines and with operating systems
for  which  they  are  designed,  as described in the User Documentation and the
Specifications;

<PAGE>

(iii)     is  and  will  at  all  times  be  free  from  design errors, defects,
deficiencies,  malfunctions, bugs or other flaws which would render it unfit for
the  purposes  intended;

(iv)     does  not  contain  any back door, time bomb, drop-dead device or other
software  routine  designed  to  disable  the  Programs  automatically, with the
passage  of  time  or  under  the  positive control of any person other than the
Purchaser;

(v)     is  free  from  any  "viruses";  and

(vi)     is  Year  2000  Compliant.

(v)     The  Software  operates  and performs in all respects in accordance with
the Specifications and the Specifications completely and accurately describe the
Software.

(w)     The  Code,  User  Documentation  and  Development  Documentation  are
substantially complete and accurate and will be adequate to enable the Purchaser
to make full use of the latest version of the Software on and after the Closing.

(x)     The  Vendors  developed  the  Purchased  Assets for use exclusively in a
commercial  enterprise  and  have  filed all required returns and paid all sales
taxes  exigible  on  or  in  respect of its development of the Purchased Assets.

(y)     There  are  no  retail  sales  taxes  or goods and services taxes due or
accruing  due  in  connection  with the acquisition, use, license or sale of the
Software.

(z)     Each  of  the  Vendors  has  made such examinations and other matters of
diligence  as  may  be  necessary  or  advisable  in  order  to  confirm  its
representations and warranties contained in this Agreement and acknowledges that
any  breach or failure of its representations, warranties or covenants contained
in  this  Agreement will cause material consequential or indirect damages to the
Purchaser.

(aa)     No  authorization,  approval  or  other  action by, and no notice to or
filing  with,  any  governmental  authority  or  regulatory  body is required or
desirable  for  the sale of the Purchased Assets by the Vendors to the Purchaser
pursuant  to  this  Agreement.

(bb)     No  representation  or  warranty  in this Agreement contains any untrue
statement of a material fact and the representations and warranties contained in
this  Agreement  do not omit to state any material fact necessary to make any of
the  representations  or  warranties  contained  herein  not  misleading  to  a
prospective  purchaser  of  the  Purchased  Assets  seeking full, true and plain
disclosure  as  to  the  Purchased  Assets  or  the  Vendors.

(cc)     There will have been no material adverse change in the condition of the
Purchased  Assets  or the value of the Business having occurred between the date
of  this  Agreement  and  the  Closing  Date;

<PAGE>

5.2     The  Purchaser  represents  and  warrants  to the Vendors as of the date
hereof  and  on  the  Closing  Date  that:

(a)     The  Purchaser  has  filed with all applicable securities and regulatory
authorities  (including  exchanges  and  markets)  all information and documents
required  to  be  filed  with  such  authorities  (the  "Public Record") and the
statements  set forth in the Public Record are true, correct and complete and do
not  contain any misrepresentation as of the date made and the Purchaser has not
filed  any  confidential  material  change  reports  or  similar  reports.

(b)     There  has  not  been  any  adverse  material  change  in  the business,
operations  or  affairs, financial or otherwise, of the Purchaser since the date
of  the last audited financial statements of the Purchaser which have been filed
as  part  of  the Public Record, other than as may have been disclosed by way of
news  release.

(c)     The  Purchase  Shares  when  issued  will  be  issued  as fully paid and
non-assessable  shares  free  and  clear  of  all  liens,  charges,  claims  or
encumbrances.

(d)     The  Purchaser  acknowledges  and agrees that Mark Stubbins, Clickshop's
primary  wholesale  partner  has  acquired  the domain names "goldpaint.com" and
"goldpaint.net"  and has used and will continue to use those domain names in his
business.

5.3     All  representations  and  warranties  of  the Vendors contained in this
Agreement  will  survive  the  Closing.

5.4     The  parties acknowledge and agree that there are no warranties, express
or  implied  other  than  as  set  out  herein.

                                    ARTICLE 6
                             PROPRIETARY PROTECTION

6.1     The  Vendors  will not disclose, communicate or otherwise make available
to  any  Person  the  Confidential  Information  and  will  take  all  necessary
precautions  against  unauthorized  disclosure  of the Confidential Information.

6.2     For  the period of twelve (12) months immediately following the Closing,
the  Vendors  will  not,  without  the  prior written approval of the Purchaser,
become  engaged, directly or indirectly, as an employee, consultant, contractor,
partner,  principal,  agent,  proprietor, shareholder (other than the holding of
shares  listed  on  a  public  stock  exchange  that  does  not exceed 2% of the
outstanding shares so listed), investor or advisor in a business anywhere in the
world  where  the  Purchaser  markets  its  products  or  services  that:

(a)     develops,  markets,  sells  or licences products or services competitive
with  those  products  or  services developed, marketed, sold or licensed by the
Purchaser;  or

<PAGE>

(b)     provides  consulting, maintenance, support or training services that are
competitive  with  the  consulting,  maintenance,  support  or training services
provided  by  the  Company

save  for  in  accordance  with  the  terms  of  this  Agreement.

6.3     For  the  period  of two (2) years immediately following Closing of this
Agreement,  the Vendors will not, directly or indirectly, contact or solicit any
customers  of  the  Business anywhere in the world for the purpose of selling or
supplying  to  such clients, any products or services which are competitive with
the  products or services developed, marketed, sold or licensed by the Purchaser
at  the  time  of  the  Closing.

6.4     The  Vendors confirm that the obligations in this Article 6 are fair and
reasonable  in  the  circumstances  and  that  the  Purchaser is relying on such
obligations  in  entering  into this Agreement, given that, among other reasons,
the  Vendors'  unique personal knowledge and familiarity with all aspects of the
Business  and that such obligations together with the Vendors' other obligations
under  this  Agreement  are  reasonably  necessary  for  the  protection  of the
Purchaser's  proprietary  interests.

6.5     The Vendors further confirm that the geographic scope of the obligations
in  Sections  6.2  and 6.3 are reasonable, given the international nature of the
market  for  the  products  and  services  of  the  Purchaser.

6.6     The  Vendors  further  acknowledge that the fulfilment or enforcement of
the  obligations  contained in this Agreement will not preclude the Vendors from
becoming gainfully directly employed in the computer software industry following
the  Closing,  given  the  Vendors'  general  knowledge  and  experience in such
industry.

6.7     The  Vendors  acknowledge  and  agree  that  the  obligations under this
Article  6  shall  survive  the  Closing.

                                    ARTICLE 7
                          INTELLECTUAL PROPERTY RIGHTS

7.1     After  Closing, the Purchaser will be entitled but not obligated, at the
Purchaser's  expense,  to:

(a)     register  Copyright  to  the  Code,  any  Derivative  Works and the User
Documentation in the name of the Purchaser or as may otherwise be appropriate in
all  Copyright  registry  offices  that  the  Purchaser  may  determine;  and

(b)     mark  the  Purchaser's  Copyright  notice on all copies of the Code, any
Derivative  Works  and  the  User  Documentation;

(c)     register  the  trademarks  GOLDPAINT  and  TAME  in association with the
Purchased  Assets;  and

(d)     apply  for patent protection for the Programs or any function or feature
thereof.

<PAGE>

7.2     The  Vendors  covenant  and agree to cooperate with the Purchaser and to
take  all  such  actions  and to execute and deliver all documentation as may be
necessary  to  facilitate  the  registrations  referred  to  in  section  7.1.

                                    ARTICLE 8
                                 INDEMNIFICATION

8.1     Each  of  the  Vendors  will  indemnify  and  save  the  Purchaser,  its
directors,  officers, agents, employees, licensees, successors and assigns (each
an  "Indemnified  Person")  harmless  from  all  losses, costs, claims, damages,
demands,  actions  and  causes  of  action  (including reasonable legal fees and
disbursements  incurred  by an Indemnified Person) which it may incur, suffer or
become liable for as a result of or in connection with any successful claim that
all  or  any  part of the Purchased Assets infringe any patent, Copyright, trade
secret,  trade  mark  or  other  intellectual  property  right  of  any  Person.

8.2     If  any  Indemnified  Person  has  any  claim  for indemnity pursuant to
section  8.1  then:

(a)     the  Purchaser  will notify the Vendors in writing of such claim as soon
as  reasonably  possible  after  it  becomes  aware  of  such  claim;

(b)     the Vendors will have the right to control and direct the investigation,
preparation,  action  and  settlement  of  each  such claim provided that if the
Vendors  do  not  act promptly and with appropriate diligence then the Purchaser
will  have  the  right  to  take control thereof without compromising its rights
under  this  indemnity;  and

(c)     the  Purchaser  will cooperate reasonably with the Vendors in connection
with  the  investigation, preparation, action and settlement of each such claim.

8.3     If  any  use  of  the  Purchased  Assets  by  the  Purchaser  is held to
constitute  an  infringement  of  another  Person's  rights, and such use by the
Purchaser  is  enjoined,  each of the Vendors will, at its expense, use its best
efforts  to  procure  the  right  for  the Purchaser to use the Purchased Assets
without  infringing  such  Person's rights and will promptly take or cause to be
taken  all  other  actions  requested  by  the Purchaser, including modifying or
replacing  the infringing items to the Purchaser's satisfaction so that they are
non-infringing  but  continue  to  conform  to  the  Specifications, so that the
Purchaser  may  continue  to  carry  on  its business with a minimum of delay or
inconvenience  to  the  Purchaser  and  otherwise exercise its rights under this
Agreement  or  any  agreement  referred  to  or  contemplated by this Agreement.

8.4     Any  amount  which the Vendors are liable to pay under Article 8.1 to an
Indemnified  Person  will  bear  interest  at a rate of 12% per annum calculated
monthly,  both  before  and after judgment, from the date the Indemnified Person
disbursed  funds,  suffered  damages  or losses or incurred a loss, liability or
expense  to  the  date  of  payment  in  full  by  the  Vendors.

8.5     The  Purchaser  will  be  entitled to deduct from or set off against any
outstanding  balance  of the Purchase Price, any and all claims of the Purchaser
against the Vendors, its successors and assigns, arising hereunder or in any way
relating  hereto  for  indemnity,  default or breach of warranty, whether or not
such  claims  are  owing, due or liquidated at the time of deduction or set off,

<PAGE>

which  right  will  enure  to  the  benefit  of the Purchaser from time to time,
notwithstanding  the  bankruptcy  of  the  Vendors,  its  successors or assigns.

8.6          The  Purchaser  will  not  assume,  and  the Vendors will be solely
responsible  for  and  will  indemnify  and hold harmless the Purchaser from and
against,  all  product  liability,  product  warranty  and  all  other  claims,
liabilities  and  obligations  respecting the Business, the Purchased Assets and
the  products  sold  by  the  Vendors  in connection with the Business up to the
Closing  Date.  The  Purchaser  may  satisfy  any  such  obligations where it is
required to do so by law or by order of any court or regulatory authority having
jurisdiction  over  it  or  where it determines in good faith to do so for valid
business reasons and, in any such case, the Vendors will reimburse the Purchaser
forthwith  following  demand  for  all  expenses  incurred  by  the Purchaser in
connection  therewith,  including  all  labour  and  material  costs incurred in
repairing  or  replacing  products.

                                    ARTICLE 9
                                     CLOSING

9.1     At  the  Closing  Date,  the  Purchaser  will:

(a)     issue  300,000 shares in the capital of the Purchaser to the Vendors, as
fully-paid  and  non-assessable  shares  free  and  clear of all liens, charges,
claims  or  encumbrances;

(b)     enter  into  a  one year employment agreement with Bawden, the terms and
conditions  more particularly set out in the employment agreement dated June 30,
1999;

9.2     On  or  before the Closing Date, the Vendors will execute and deliver or
cause  to  be  executed  and  delivered  all  deeds, conveyances, bills of sale,
transfers,  assignments, agreements, certificates, documents, and instruments as
may  be necessary to effectively vest good and marketable title to the Purchased
Assets  in the Purchaser free and clear of any Encumbrances and without limiting
the  foregoing,  will execute and deliver or cause to be executed and delivered:

(a)     the  Assignment  Agreement  in  the form attached hereto as Schedule "G"
whereby  Clickshop  assigns  all of its right, title, benefit and interest under
the  Existing  Contracts  to  the  Purchaser;

(b)     the  Assignment  Agreement  in  the form attached hereto as Schedule "H"
whereby  the  Vendors assign all of their rights, title, benefit and interest in
the  Software  to  the  Purchaser;

(c)     the  Assignment  Agreement  in  the form attached hereto as Schedule "I"
whereby  the  Vendors assign all of their rights, title, benefit and interest to
the  Trade-Marks  to  the  Purchaser;

(d)     a  bill  of  sale  (Absolute)  for  the  Purchased  Assets;

<PAGE>

(e)     a  complete  copy  of  the  Source  Code for the Software, together with
functional  and  technical  specifications  acceptable  to the Purchaser, acting
reasonably;

(f)     a  complete  copy  of  all  Existing  Contracts  which  form part of the
Purchased  Assets  and  listed  in  Schedule  "B";

(g)     the  Employment  Agreement;  and

(h)     all  such  other documents and instruments as the Purchaser's solicitors
may  reasonably  require.

                                   ARTICLE 10
                                     LICENSE

10.1     Subject  to  the  terms and conditions of this Agreement, the Purchaser
hereby grants to the Vendors for a term of five (5) years from the Closing Date,
the  non-exclusive  right and license to use and develop the Programs, excluding
any  Modifications  and  Enhancements by the Purchaser subsequent to Closing, on
the  condition  that  the Programs as licensed are not re-sold to any Persons or
used  by  the  Vendors  or  any  Persons  on  any  internet  website  other than
clickshop.com.

10.2     The  Purchaser  hereby  grants  to  Bawden  the non-exclusive right and
license  to use the Programs for a term of five (5) years from the Closing Date,
excluding  any  Modifications  and  Enhancements  by the Purchaser subsequent to
Closing,  for  his  own  use  and for the list of customers agreed in writing by
Purchaser  prior  to  Closing  solely  for  the  purpose  of  providing computer
automated  design  services  to  such  listed customers.  Bawden may not use the
Programs  for  any  purpose  which  competes  with the Purchaser or for commerce
conducted  over,  through  or  via  the  internet.

10.3     The  Purchaser  hereby  grants  to  Bawden  the non-exclusive right and
license  for a term of five (5) years from the Closing Date, to use the software
concepts  used  to  create  the  "TAG  ACTIVATED MARKUP ENHANCER (TAME)" dynamic
software  engine and language interpreter, provided that Bawden may not use such
concepts  for  any  purpose  which  completes with the Purchaser or for commerce
conducted  over,  through  or  via  the  internet.

10.4     If the Vendors develop Modifications or Enhancements to the Programs as
a  consequence of using the Programs in accordance with the license, the Vendors
will  promptly  notify  the  Purchaser in writing and will assign all world-wide
rights  and  Intellectual Property Rights to such Modifications and Enhancements
to  the  Purchaser  and  the  Purchaser  covenants  to  license  back  any  such
Modifications  and  Enhancements  to  the  Vendors.

                                   ARTICLE 11
                                     NOTICE

11.1     Any  notice,  consent,  direction  or  other  instrument  required  or
permitted  to  be given under this Agreement will be in writing and may be given
by  personal  or courier delivery, or by facsimile transmission to the following
addresses:

Russell:     Clickshop
             12018  SE  170th  Place
             Renton,  WA  98058

             Attention:  Seth  Russell

             Facsimile  No.:  (425)  227-6608

Bawden:     Nathan  S.  Bawden
            23  Bogan  Road
            West  Union,  OH  45693

            Facsimile  No.:  (206)  374-2305

Purchaser:     VirtualSellers.com,  Inc.
               Suite  1000  -  120  North  LaSalle  Street
               Chicago,  IL  60602

               Attention:  Dennis  Sinclair

               Facsimile  No.:       (312)  920-1871

11.2     Any  notice, consent, direction or instrument so given will be presumed
to be received if by facsimile, upon successful transmission, and if by personal
or  courier  delivery,  at  the  time  of  delivery.

11.3     Each  party  may amend its address set forth above by written notice to
the  other  party.

                                   ARTICLE 12
                                    EXECUTION

12.1     This  Agreement  may be executed in several counterparts, each of which
will  be  deemed to be an original and all of which will together constitute one
and  the  same  instrument.

12.2     Delivery  of an executed copy of this Agreement by electronic facsimile
transmission,  telecopy,  telex,  or  other  means  of  electronic communication
producing  a  printed  copy  will be deemed to be execution and delivery of this
Agreement  on  the  date  of  such communication by the party so delivering such
copy.

                                   ARTICLE 13
                                     GENERAL

13.1     This  Agreement  constitutes  the  entire agreement between the parties
with  respect  to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral including,
without limitation, that certain letter agreement between the parties dated June
23,  1999.

<PAGE>

13.2     There  are  no  conditions,  covenants,  agreements,  representations,
warranties  or  other  provisions,  express or implied, collateral, statutory or
otherwise,  relating  to  the  subject  matter hereof except as herein provided.

13.3     Except  as  expressly  provided  otherwise in this Agreement, dates and
times by which a party is required to render performance under this Agreement or
any  schedule  hereto  will be postponed automatically to the extent and for the
period  of  time  that  such  party prevented from meeting them by reason of any
Force  Majeure, provided the party prevented from rendering performance notifies
the  other  party  immediately  and in reasonable detail of the commencement and
nature of such Force Majeure and the probable consequences thereof.  The benefit
of  this  section will not apply to the performance of an obligation which is 60
or  more  days  in  default.

13.4     From  time to time subsequent to the Closing Date, the parties covenant
and  agree,  at  the  expense  of  the requesting party, to promptly execute and
deliver  all such further documents and instruments and do all such further acts
and  things  as may be required to carry out the full intent and meaning of this
Agreement  and  to  effect  the  transactions  contemplated  hereby.

13.5     No  amendment  or  waiver  of  any  provision of this Agreement will be
binding on either party unless consented to in writing by such party.  No waiver
of  any  provision  of  this  Agreement  will  constitute  a waiver of any other
provision,  nor  will any waiver constitute a continuing waiver unless otherwise
provided.

13.6     If  any  term  or  provision  of  this Agreement will for any reason be
invalid,  illegal  or  unenforceable  in  any  respect,  this  Agreement will be
interpreted  and  construed as if such term or provision, to the extend invalid,
illegal  or  unenforceable,  had  never  been  contained  herein.

13.7     Nothing  herein  will  be  construed  to  create  a  partnership, joint
venture,  or agency relationship between the parties hereto.  No party will have
the  authority to enter into agreements of any kind on behalf of any other party
or  otherwise  to  bind or obligate any other party in any manner to any Person.

13.8     Time  will  be  of  the  essence  of  this  Agreement and of every part
thereof.

13.9     This  Agreement  will  be  governed  by,  construed  and  enforced  in
accordance  with  the  laws  of the Province of British Columbia, and each party
hereby  submits  to  the exclusive jurisdiction of the courts of the Province of
British  Columbia.

13.10  This  Agreement  will  enure  to  the  benefit of and be binding upon the
parties  hereto  and  their  respective  successors  and  permitted  assigns.

IN  WITNESS  WHEREOF this Agreement has been executed as of the date first above
written.

SIGNED,  SEALED  AND  DELIVERED  by       )
SETH  RUSSELL  in  the  presence  of:     )
                                          )
/s/  Denise  Russell                      )
-------------------------------------     )
Signature                                 )
Denise  Russell                           )
-------------------------------------     )
Print  Name                               )
12018  SE  170th  Place                   )
-------------------------------------     )
Address                                   )
Renton  WA  98058                         )
--------------------------------------    )
                                          )
House  Wife                               )     /s/  Seth  Russell
-------------------------------------     )     ------------------
Occupation                                )     SETH  RUSSELL


SIGNED,  SEALED  AND  DELIVERED  by       )
NATHAN S. BAWDEN in  the  presence  of:   )
                                          )
                                          )
-------------------------------------     )
Signature                                 )
                                          )
-------------------------------------     )
Print  Name                               )
                                          )
-------------------------------------     )
Address                                   )
                                          )
--------------------------------------    )
                                          )
                                          )     /s/  Nathan S. Bawden
-------------------------------------     )     ---------------------
Occupation                                )     NATHAN S. BAWDEN


VIRTUALSELLERS.COM, INC.

Per: /s/ signed
---------------------------
Authorized Signatory

<PAGE>
                                  SCHEDULE "A"
                                 EXCLUDED ASSETS

1.     The  domain  names:     clickshop.com
                    goldpaint.com
                    goldpaint.net

2.     The  business  name  "Clickshop".

3.     All  hardware and software currently owned by the Vendors other than that
which  is  needed  or  used  in  connection  with  the  Software.


<PAGE>
                                  SCHEDULE "B"
                               EXISTING CONTRACTS

DATE          TITLE  OF  AGREEMENT               CONTRACTING  PARTY


<PAGE>

                                  SCHEDULE "B"
                          EXISTING ClickShop CONTRACTS

                            GoldPaint.Com
                            Mark Stubbins
                            40547 Windsor Rd
                            Temecula, CA 92591
                            909-693-0458
Contracting  Party:         webpro@iinet.com
--------------------------------------------------------------------------------
Substance of agreement:     Agreement that ClickShop will sell keys at wholesale
                            and  GoldPaint  will  provide  support  to  their
                            customers.
--------------------------------------------------------------------------------
                            NoName4Us
                            Richard  Johansson
                            P.O.  box  5214
                            S-200  72
                            Malmo
                            Sweden
                            0707  -  398  597
Contracting  Party:         rickard.johansson@tvshop.se
--------------------------------------------------------------------------------
Substance  of  agreement:    Maintenance  Agreement for www.webshoppersclub.com
                             see  http://plato.clickshop.com/sales/maint.html
                             which  is  also  attached.
--------------------------------------------------------------------------------
Dates:                       1/30/1999  to  1/29/2000
--------------------------------------------------------------------------------
                             www.Beehome.com
                             Emily  Davidow
                             Benchmark  Industries
                             2115  East  Kanas  City  Road
                             Olathe,  KS  66061
                             emilyd@behome.com
Contracting  Party:          800-934-4602
--------------------------------------------------------------------------------
                             Support  Contract  for  Goldpaint
                             see  standard  text  of  agreement  at
                             http://www.clickshop.com/support/index.tam
Substance  of  agreement:    which  is  also  attached
--------------------------------------------------------------------------------
Dates:                       from  2/11/99  to  2/10/2000
--------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------
                             pueblo.gas.gov
                             General  Services  Administration
                             Mark  Kaprow
                             18th  &  F  St.  NW
                             Room  2022A
                             Washington,  DC  20405
                             miice.tnski@gas.gov
Contracting  Party:          202-510-3855
--------------------------------------------------------------------------------
Substance  of agreement:     Support Contract for Goldpaint see reference above.
--------------------------------------------------------------------------------
Dates:                       from  03-01-99  thru  02-27-00
--------------------------------------------------------------------------------
                             Sue  Suttonlift
                             Desktop  Imagery
                             120  Nonquon  Road,  Unit  82
                             Oshawa,  Ontario
                             L1G  7E6
                             Canada
                             sue@dti-web.com
Contracting  Party:          905-579-2541
--------------------------------------------------------------------------------
Substance  of agreement:     Support for various domains and customized systems.
                             Customer  verbally  agreed to pay for services
                             rendered at customary rates - see
                             Nathan  for  further  details.
--------------------------------------------------------------------------------
                             www.choicemall.com
                             Guthy  Renker  Internet
                             Boris  Shimanozosky
                             41-550  Eclectic  #200
                             Palm  Desert,  CA  92260
                             Contacts:
                             Maija  Waschke
                             maija@choicemall.com
                             800-970-5999
                             Ken  Burk
                             ken@mmlive.com
Contracting  Party:          707-773-3434
--------------------------------------------------------------------------------
Substance  of agreement:     Support Contract for Goldpaint see reference above.
--------------------------------------------------------------------------------
Dates:                       from  02-24-99  thru  02-23-00
--------------------------------------------------------------------------------

<PAGE>

                             www.wn200.com
                             WorldNet  2000,  Inc.
                             Joseph  J  Divino
                             33  Tec  St.Hicksville,  NY  11801
                             516-937-5350
Contracting  Party:          jdivino@rjd.com
--------------------------------------------------------------------------------
Substance  of  agreement:    Support Contract for Goldpaint see reference above
--------------------------------------------------------------------------------
Dates:                       from  6/24/99  to  5/23/00
--------------------------------------------------------------------------------
                             Net  Revenues  Inc.
                             c/o  Stinson  Realty  Corporation
                             109  Queens  Quay  West
                             Toronto
                             Ontario  M5J  2T5  Canada
                             905-567-9872  ext  248
Contracting  Party:          jamiej@idirect.com
--------------------------------------------------------------------------------
Substance  of agreement:     Support for various domains and customized systems.
                             Customer  verbally  agreed to pay for services
                             rendered at customary rates - see
                             Nathan  for  further  details.
--------------------------------------------------------------------------------

                             www.striker-systems.com
                             Striker-Systems
                             Joshua  Harris
                             PO  Box  41
                             104  S.C.T.  Drive
                             White  House,  TN  37188
                             800-950-7862
Contracting  Party:          joshh@striker-systems.com
--------------------------------------------------------------------------------
Substance  of agreement:     Support Contract for Goldpaint see reference above.
--------------------------------------------------------------------------------
Dates:                       to  1/12/200
--------------------------------------------------------------------------------

                             Creative  Digital  Technology
                             2/370  Barrenjoey  Roas
                             PO  Box  788
                             Newport  NSW  2106
                             Australia
                             Bahram  Boutorabi
Contracting  Party:          bahram@creative.com.au
--------------------------------------------------------------------------------
Substance  of  agreement:    Gold  dealer  -  can  purchase keys at $550/domain
--------------------------------------------------------------------------------

<PAGE>

                             Pinson  and  Associates
                             Michael  Pinson
                             1802  Pine  Hill  Drive
Contracting  Party:          Safety  Harbor,  FL  34695
--------------------------------------------------------------------------------
Substance  of  agreement:    See  Nathan  for  details.
--------------------------------------------------------------------------------

                             Internet  Global  Development  Corp.
                             Andy  Knouse
                             327  Hillside  Ave
                             Atlantic  Highlands,  NJ  07716
                             Joe  Hansen
                             954-753-9913
                             webmaster@igdc.com
                             Andy  Knouse
                             732-291-0157
Contracting  Party:          andy@igdc.com
--------------------------------------------------------------------------------
Substance of agreement:     Unlimited single shop domains to run on one network.
                            7  Goldpaint  malls to run on that same network.
                             Support Contract for Goldpaint
                             see  reference  above.
--------------------------------------------------------------------------------
Dates:                       Support  for  GoldPaint  to  extend  through
                             1/1/2000

<PAGE>
                              Maintenance Agreement

Vendor:                Customer              Project: Webshoppers Club
ClickShop  Com         NoName4Us             Accepted completion date: 10/30/98
Seth  Russell          Richard Johansson     Status of this agreement: Not
12018  SE  170th       P.O. Box 5214         executed. Warranty period: 90 days
Place                  S-200 72              from completion date. Extended
Renton, WA 98058       S-200 72              warranty to start: 1/30/99 and to
USA                    Malmo                 extend for and period of 1 year.
425-227-6608           Sweden                The price of the extended warranty
seth@halcyon.com       0707-398 597          is: 15% of the original contract.
                       rickard.johansson@    The settlement terms are: 30 days
                       tvshop.se             from presentation of invoice.
                                             Tracking on this project located
                                             here

This  agreement  between  vendor  and  customer consists of the following items:

1.     The  customer  accepts  that  the  project  above  is  completed.
2.     Bugs  are  defined  as  problems  which  could  have  been fixed with the
technology  and  knowledge  available  to the vendor at the time the project was
completed.
3.     The vendor agrees to fix at no charge all bugs that are discovered within
the  warranty  or  extended  warranty  period.
4.     The  vendor agrees to consult with and assist the customer in changing or
enhancing  the  system  for  "non  bug" problems during the warranty or extended
warrantee  period and will charge the customer for this service according to the
vendor's  usual  and  customary  rates.  These  rates  can  be viewed here     .
5.     The  customer  agrees to pay the bills indicated in #2 above according to
the  terms  of  settlement  above.
6.     After  the  initial  warranty period the customer may elect to extend the
warranty  by  agreeing  to  the  terms  of  this  maintenance  agreement.

                         Extended warrantee due 1/30/99
                         Extended warrantee amount $2250
                    Extended Warrantee will expire 1/30/2000

    Vendor's Authorized Agent         Customer's Authorized Agent
        Seth Russell
     /s/  signed                      Print Name:
                                                 ----------------------
                                      Signature:
                                                -----------------------
Date:  February  2,  1999             Date:
                                           ----------------------------


<PAGE>
Partner's  Page                      http://www.clickshop.com/support/index.tam
Our Products
Merchant                           CLICKSHOP              Support Checklist
Mall
                                                          Technical Support
Developers
& Designers                Call us at (425) 227-6608      Documentation

FAQ's & Doc          for assistance with your Clickshop Products

Demo Area                                                 Frequently Asked
                                                           Questions
Best Partners          We are here to support you!

We're here
for you!              The software is waiting for your
                             download here     Questions

                      Technical  Support

                    Six  months  of free technical support is
                    provided with the purchase of the
                    GoldPaint  Shopping Basket. Email questions
                    will receive a prompt response. Send
                    questions  to  seth@halcyon.com  and  please
                    include  "Support:" with any other
                    information  you wish in your subject.  Telephone
                    questions are answered between
                    7am  and  3pm  PST  Monday  through  Friday  at
                    (425)  227-6608.

                    Please  indicate  the  purchased  domain  name  in
                    all  communications

                    Answers  to  specific  questions  are considered Technical
                    Support support. Development  and  Design  assitance are
                    supported through the Consulting Support
                    discussed below. diagnosis and fixing of problems not
                    related to malfunctions of ClickShop software is also
                    covered by Consulting Support below.  Limited support
                    is available for those using the 30 day free trial.
                    Check out the trial product.

                    On-going  support  and  updates can be purchased for 12
                    month at 1/3 of the retail  price  at  the  time  of
                    renewal.  Please  contact seth@halcyon.com for
                    details.

<PAGE>

                    Goldpaint  provides  an  extensive manual with reach
                    system. Check our site examples  shop here. This
                    examples shop is placed on your server when you
                    install  the  system.

                    For  details  on  our  documentation  see

                    Comments  and  suggestions  regarding  the  documentation
                    should be sent to jksdavis@halcyon.com.  Please  include
                    the  word  "DOC"  in  your  subject

                     Frequently  Asked  Questions

                     We  provide  a search driven FAQ section. These pages
                     are updates as we  answer  support  questiion  or
                     receive  comments.

                     Additional questions should be sent to
                     jksdavis@halcyon.com. Please include
                     the  word  "FAQ"  at  the  beginning  of  your
                     subject.

                     Consulting  Support

                     ClickShop  Com  offers  an  outstanding team of
                     consultants to support your
                     development.  Whether you want us to build you an
                     entire shop, help you retrofit
                     your  page,s  or  just  want  to accelerate your
                     learning curve, we can help! We
                     provide  quotes  based  on  your  specific  needs.
                     Please  contact  us  at
                     seth@halcyon.com  or  at  (425)  227-6608.  You
                     may  purdhase  consulting  help here.

                     Have we convinced you that we have the best product?
                    If so, go straight to our on-line sales page!
                                Otherwise   boogie on

                           Don't miss this outstanding product!


<PAGE>
                                  SCHEDULE "C"
                     PROGRAMS DESCRIPTION AND SPECIFICATIONS

Program  Description  and  Specifications

The  following  are  attached  to  this  Schedule  "C":

1.     Description  of the Program (including a list of all software modules
       and related  tools)
2.     Specifications  of  the  Software
3.     List  of  Development  Documentation
4.     List  of  User  Documentation


<PAGE>
                                  SCHEDULE "D"
                                  CUSTOMER LIST

CUSTOMER  NAME     CONTACT  INFORMATION          CONTACT  NAME


<PAGE>

<TABLE>
<CAPTION>


                                                         Schedule D
                                                   Customer Contact List
                                                       August 4, 1999


Customer                                    Company                  First Name          Last Name             Phone
------------------------------  --------------------------------  -----------------  ------------------  ------------------
<S>                             <C>                               <C>                <C>                 <C>
029designindex . . . . . . . .  Odyssee 3000                      Jon                Fotiadis                             -
031nudes . . . . . . . . . . .  Screen Team                       Mike               Bivens                               -
1001 Downtown Anywhere . . . .  Downtown Anywhere                 Sandy              Bendremer                 617 522 8102
1006 InterLink Services Inc. .  10006 InterLink Services Inc      James              Moody                   (509) 465-1234
1009 Uk Shopping Center. . . .  The Uk Shopping Center            Jim                Kissel                               -
1019 booksonline . . . . . . .  Newbridge Communications          Nicolas            Wuorenheimo                          -
1025 GolfWeb . . . . . . . . .  Golf Web                          Gary               Allen                                -
1026 Dockside (Axelrod). . . .  Dockside Internet Services        Mike               Axelrod                              -
1030 AEN sexnow. . . . . . . .  AEN, INC                          Randy              Duke                      818-887-0361
1033 SecurePay . . . . . . . .  SecurePay                         Paul               Chiumento                            -
1039 ASCD. . . . . . . . . . .  ASCD                              Melody             Ridgeway                             -
1043 Crutchfield . . . . . . .  Crutchfield Corporation           David              Dierolf                              -
1044 efy
1051 greatdeal.com . . . . . .  Connect Communication             Jeff               Russell                              -
1052 Nedernet. . . . . . . . .  Nedernet Online Services          Jan                Tetteroo                             -
1053 deadalus. . . . . . . . .  Cyber Services                    Hank               Sternberg                            -
1071 adultwarehouse. . . . . .  Adultwarehouse.Com                Louise Baldonieri
1074 hol.gr. . . . . . . . . .  Hellas OnLine                     Greg               Sankey                               -
abinteriors.com
Algosoft AG. . . . . . . . . .  Frank                             Hulzenbecher                        -  Frank Hulzenbecher
alpinehaus.net
apliedweb.com
ask
Astro Cybernetics
axisnet. . . . . . . . . . . .  Axis Net, Inc                     Nancy              Lawrence                             -
baskquerts
Bazar. . . . . . . . . . . . .                                    Raoul              Johansson               46 8 402 99 61
behome
bestcigar.com
bherman
bni-books.com
booksnow                                                                                                     801-261-1187
bronson
buyfrom
buyrack.com. . . . . . . . . .  Ram Digital Design                Mark               Winterman               (206) 767-5128
carenetusa.com
catalogmall. . . . . . . . . .  International Technology          Don                Iverson                              -
cdmachine
cdt. . . . . . . . . . . . . .  Creative Digital Technology
centralnet . . . . . . . . . .  Internet Central, Inc.            Bob                Krueger                              -
centrocom.es
choicemall.com . . . . . . . .  Guthy Renker Internet             Boris              Shimanozosky                         -
chopshop . . . . . . . . . . .  MusicNet                          Joseph             Ricciutti                            -
Christie Communications
cis.org.au
classicbrit.com. . . . . . . .  Classic Auto British Car Parts    Dennis             Day                                  -
compusavienna.com
coolthingz.com
Creative Digital Technology. .  Maggie                                                                                    -
csense
ctam.com
customwedding.com
cyber one inc. . . . . . . . .  Cyber One Inc                     Tom                Strobel                              -
datanetbbs.com.br
daybyday.net
Deborah D. McLaurin                                                                                            702-385-4847
DTI
fivecorners. . . . . . . . . .  Five Corners Communications       Don                Kroitzsh                             -
gdss.com
genesismall.com
giftshopmall.com
harley-clothes.com
healthwatchers.com
hifi-international.com
hikind.com
holy-cow
ibs
ICE. . . . . . . . . . . . . .  Internet Consulting Experts       Mark               Stubbins                             -
icninternet.com
ingmar
Innervision Technologies Inc.
Innovative Internet Marketing.  Innovative Internet Marketing     Bob                Maillet                 (206) 227-6608
interactserv
interactworld
Internet Global Development. .  Internet Global Development Corp  Andy               Knouse                  (732) 291-0157
itsat.com
jimini,com
kconline.com
lenawee.net
levenger
lidernet.com.br
lineup.com
LookSmart. . . . . . . . . . .  LookSmart                         Ned                Brody                     415-597-8570
louisianafrenchmarket
mall26
mcmann
medeserv . . . . . . . . . . .  Med-E-Serv Pty Ltd                Dr. Robert         Hendy                   61-7-3270-2502
mediatrace.com
MensShift Inc
micro-computer.com . . . . . .  Microserve                        Jim                Scarrow                              -
mwt.net
Net Revenues . . . . . . . . .  James                             Johnston                                     416-203-6636
noname4us
nutechentertainment.com
nysemet
oll findamovie
oll icn
oll ie
oll Kodak_flashpix . . . . . .  Onlinelabe
oll match. . . . . . . . . . .  oll match
oll rentrent . . . . . . . . .  oll rentrent
oll supergo
oll tribmedia
oll vibetv
oll warner . . . . . . . . . .  oll warner
onlinelabs
optilife.com
pangaea
pdg-inc.com
peertopeer.com . . . . . . . .  World Access Communications Inc
pet-experts.com
Phillips Internet Consulting .  Phillips Internet Consulting      Caroline           Phillips              +335 59 59 59 00
Pinson and Associates. . . . .  Michael                           Pinson                                     813-799-9138
Pixotna Productions, Inc                                                                                     702-247-9830
planetmall
prisoner
profilemall.com
prospects
prp.com
psychotherapybookclub
pueblo.gsa.gov                                                                                             (202) 501-2886
purchasenet.com
QuallityClick.com, Inc.. . . .  QualityClick.com, Inc.            Walter             Howerton                  757-825-5798
Real Estate Business Techn . .  Real Estate Business Technology                                            (213) 739-8376
reverent.com
rockymm.com
saabcatalog.com
Scott Publishing Co. . . . . .  Scott Publishing Co.              Stewart            Morrissey                            -
screensavers.com
sexfilms
sextoylane . . . . . . . . . .  MDB Inc.                          Corey              Breier                  (516) 764-3108
skypoint
Striker-Systems. . . . . . . .  Joshua                            Harris                                                -
tacf.org
targetmall
teaselounge
Temelink, Inc
Test Man
The Royal and Ancient Tradi. .  Scott                             Sinclair                                                -
topp40 . . . . . . . . . . . .  Topp 40 Forlag AB                 Martin             Osterdahl                            -
toraproductions
TV-Shop Europe AB                                                                                        +46 (0)8 457 35 10
Vantage Systems. . . . . . . .  Vantage Systems                                                             (714) 723-2262
vircomputers.com
Virtual Personalities, Inc . .  Peter                             Plantec                                    (310) 247-0660
vitualsellers.com
visioncat.com
vtmall
webshoppro.com.au
Websites Plus                                                                                               (7140 580-6855
webstar5
wn2000.com
worldproducts
wylee.com
xxxcd.com
yanni-trade.com. . . . . . . .  YANNI International Trade, LLC    Richard            Yanni                                -
yesonline. . . . . . . . . . .  Yes Online Inc.                   Terry              Taylor                  (800) 937-6654


Customer                               Contact
------------------------------  ---------------------
<S>                             <C>
029designindex . . . . . . . .  Jon Fotiadis
031nudes . . . . . . . . . . .  Mike Bivens
1001 Downtown Anywhere . . . .  Sandy Bendremer
1006 InterLink Services Inc. .  James L Moody
1009 Uk Shopping Center. . . .  Jim Kissel
1019 booksonline . . . . . . .  Nicolas Wuorenheimo
1025 GolfWeb . . . . . . . . .  Gary Allen
1026 Dockside (Axelrod). . . .  Mike Axelrod
1030 AEN sexnow. . . . . . . .  Randy Duke
1033 SecurePay . . . . . . . .  Paul Ciumento
1039 ASCD. . . . . . . . . . .  Keny Moir
1043 Crutchfield . . . . . . .  David A Dierolf
1044 efy
1051 greatdeal.com . . . . . .  Jeff Russell
1052 Nedernet. . . . . . . . .  Jan Tetteroo
1053 deadalus. . . . . . . . .  Hank Sternberg
1071 adultwarehouse
1074 hol.gr. . . . . . . . . .  Greg T Sankey
abinteriors.com
Algosoft AG
alpinehaus.net
apliedweb.com
ask
Astro Cybernetics
axisnet. . . . . . . . . . . .  Nancy Lawrence
baskquerts
Bazar                           Raoul Johansson
behome
bestcigar.com
bherman
bni-books.com                   David
booksnow
bronson
buyfrom
buyrack.com. . . . . . . . . .  Mark Winterman
carenetusa.com
catalogmall. . . . . . . . . .  Don Iverson
cdmachine
cdt
centralnet . . . . . . . . . .  ICE
centrocom.es
choicemall.com . . . . . . . .  Boris Shimanozosky
chopshop . . . . . . . . . . .  Joseph Ricciutti
Christie Communications
cis.org.au
classicbrit.com. . . . . . . .  Dealer: Mark Stubbins
compusavienna.com
coolthingz.com
Creative Digital Technology     Maggie
csense
ctam.com
customwedding.com
cyber one inc. . . . . . . . .  Tom Strobel
datanetbbs.com.br
daybyday.net
Deborah D. McLaurin
DTI
fivecorners. . . . . . . . . .  Don Kroitzsh
gdss.com
genesismall.com
giftshopmall.com
harley-clothes.com
healthwatchers.com
hifi-international.com
hikind.com
holy-cow
ibs
ICE. . . . . . . . . . . . . .  Mark Stubbins
icninternet.com
ingmar
Innervision Technologies Inc.
Innovative Internet Marketing.  Paul Mitchell
interactserv
interactworld
Internet Global Development. .  Andy Knouse
itsat.com
jimini,com
kconline.com
lenawee.net
levenger
lidernet.com.br
lineup.com
LookSmart. . . . . . . . . . .  Ned Brody
louisianafrenchmarket
mall26
mcmann
medeserv . . . . . . . . . . .  Dr. Robert J. Hendy
mediatrace.com
MensShift Inc
micro-computer.com . . . . . .  Jim Scarrow
mwt.net                         James Johnston
Net Revenues
noname4us
nutechentertainment.com
nysemet
oll findamovie
oll icn
oll ie
oll Kodak_flashpix
oll match
oll rentrent
oll supergo
oll tribmedia
oll vibetv
oll warner
onlinelabs
optilife.com
pangaea
pdg-inc.com
peertopeer.com
pet-experts.com
Phillips Internet Consulting .  Caroline Phillips
Pinson and Associates           Michael Pinson
Pixotna Productions, Inc
planetmall
prisoner
profilemall.com
prospects
prp.com
psychotherapybookclub
pueblo.gsa.gov                   Mark Kaprow
purchasenet.com
QuallityClick.com, Inc.. . . .  Walter S. Howerton
Real Estate Business Techn      Julian Sutachan
reverent.com
rockymm.com
saabcatalog.com
Scott Publishing Co. . . . . .  Stewart Morrissey
screensavers.com
sexfilms
sextoylane . . . . . . . . . .  Corey Breier
skypoint
Striker-Systems                 Joshua Harris
tacf.org
targetmall
teaselounge
Temelink, Inc
Test Man
The Royal and Ancient Tradi     Scott Sinclair
topp40 . . . . . . . . . . . .  Martin Osterdahl
toraproductions
TV-Shop Europe AB               Richard Johansson
Vantage Systems                 Adam Miller
vircomputers.com
Virtual Personalities, Inc      Peter Plantec
vitualsellers.com
visioncat.com
vtmall
webshoppro.com.au
Websites Plus                  Steve Delano
webstar5
wn2000.com
worldproducts
wylee.com
xxxcd.com
yanni-trade.com. . . . . . . .  Richard J Yanni
yesonline. . . . . . . . . . .  Terry Taylor
</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                       SCHEDULE "E"
                                       LIABILITIES

NAME OF CREDITOR                              AMOUNT OF OBLIGATIONS   DATE OF OBLIGATION
<S>                                           <C>                     <C>
Credit Cards (statements attached):
  Web Card (credit card statement attached).  $                5,564             5/27/99
  First USA (credit card statement attached)  $               4,838.             6/14/99
  Wachovia (credit card statement attached).  $               5,340.             5/03/99
  Robin Bennington (bill attached) . . . . .  $               1,220.             1/15/99
  John Woodsmall (bill attached. . . . . . .  $                  600            10/23/97
  Nathan's Loan (email document attached). .  $                2,500      (1/'95 to 6/99)
            Total. . . . . . . . . . . . . .  $               20,062
</TABLE>


<PAGE>
TRANSACTIONS                        WEB  CARD
Post  Date     Description                    Transaction  Date    Amount
05-27          PAYMENT  RECEIVED  -  THANK  YOU     05-27          1,200.00  PY
-------------------------------------------------------------------------------

ACCOUNT  SUMMARY
Previous  Balance  $6,684.00     CUSTOMER  SERVICE  PHONE NUMBER
-Credits                 .00      1-800-449-8490
-Payments           1,200.00
+Purchases &
 other Charges           .00   Account Number 4228 3300 0124 3896
+Cash Advances           .00   Conductor ID        559618241247
+FINANCE CHARGE        70.59
+Late Charge             .00
=NEW BALANCE       $5,564.59


PAYMENT INFORMATION
NEW BALANCE                       $5,564.59
Credit Line                         $11,500
Available Credit                        $00
Minimum Payment                     $111.00
Payment Due Date                   07/05/99

                    Average   ANNUAL       Daily       Statement Date
Type of Balance      Daily    PERCENTAGE   Periodic       06/19/99
                    Balance
Purchase            $6,064.55    14.65%   .0401%*         28 Days in
Cash Advance              .00    14.65%   .0401%       Billing Cycle
-------------------------------------------------------------------------
*Daily Periodic Rate may vary

                                   pd $111.00
                                     6-22-99
                                      #2348

<PAGE>

ACCOUNT NUMBER         TOTAL    CASH ADVANCE   AVAILABLE   AVAILABLE PORTION
                    CREDIT LINE CREDIT LINE    CREDIT      FOR CASH ADVANCES

4417 1221 7834 2649     10,500     5,250        5,661                5,250

CLOSING DATE
06/14/99

<TABLE>
<CAPTION>

CARDMEMBER ACTIVITY SUMMARY
<S>                          <C>    <C>                             <C>                                       <C>
TRANS.. . . . . . . . . . .  POST.
DATE. . . . . . . . . . . .  DATE   REFERENCE NUMBER                MERCHANT NAME OR TRANSACTION DESCRIPTION  AMOUNT

05/17 . . . . . . . . . . .  05/17               24110204AS663IJ76  ABBA COMPUTERS NEW VIENNA OH                   15.95
05/17 . . . . . . . . . . .  05/17               246921649006T5415  JCI*JFAX COM INTERNET 800-438-5329 CA          12.50
05/24 . . . . . . . . . . .  05/24                24110204HS663LOP  ABBA COMPUTERS NEW VIENNA OH                   71.00
05/24 . . . . . . . . . . .  05/24               74417124HSA67VS1J  PAYMENT - THANK YOU                       1,000.00CR
06/02 . . . . . . . . . . .  06/02               24445004S4HYTWREE  DALCO ELECTRONICS SPRINGBORO OH               175.00
06/10 . . . . . . . . . . .  06/10               2444500524K1MWK0W  DALCO ELECTRONICS SPRINGBORO OH               175.00
06/12 . . . . . . . . . . .  06/12               24692165300LX8MKS  AOL*ONLINE SERVICE 0699 888 265-9269 VA        21.95
06/13 . . . . . . . . . . .  06/13               24692165400MBFVLY  JCI*JFAX COM INTERNET 888-438-5329 CA          12.50
06/14 . . . . . . . . . . .  06/14  PERIODIC RATE *FINANCE CHARGE*                                    101.32
---------------------------  -----  ------------------------------  ----------------------------------------
</TABLE>


PREVIOUS   +PURCHASES,  FEES     +CASH  ADVANCES    +FINANCE  CHARGES
BALANCE    AND ADJUSTMENTS
    5,252.82     483.90     0.00     101.32     1,000.00     4,838.04
               --------     ------     ----     ------     --------     --------
-PAYMENTS  AND  CREDITS     NEW  BALANCE

Send  payments  to     FIRST USA PO BOX 740085 ATLANTA, GA 30374
PERIOD RATE MAY  VARY

FINANCE            AVERAGE DAILY BALANCE       DAILY    CORRESPONDING   PERIOD
CHARGE          CURRENT             PREVIOUS   PERIODIC   ANNUAL        FINANCE
SUMMARY          CYCLE               CYCLE     RATE      PERCENTAGE     CHARGE
                                                          RATE
PURCHASES      4,774.81              0.00      06846%      24.99%      101.32
CASH               0.00              0.00      06846%      24.99%        0.00
ANNUAL  PERCENTAGE  RATE  25.46%     TOTAL  PERIOD  FINANCE  CHARGE    101.32
--------------------------------     --------------------------------------

Send  account  inquiries  to: First USA Bank, N.A. P.O. Box 8650, Wilmington, DE
19899-8650     First  USA  Bank,  N.A.
+Cash  Advance  Credit  Line  is a portion of your total Credit Line.
Member FDIC
See  reverse  side  for  important  information  including  notice  about annual
renewal.

CARDMEMBERS  NEWS
          USE THE ENCLOSED CONVENIENCE CHECK TO TRANSFER A BALANCE FROM
              A HIGH RATE ACCOUNT, PAY ON A LOAN OR MAKE A PURCHASE
         ***************************************************************
           BE SURE TO LOOK FOR EXCITING FIRST USA CONNECTIONS OFFERS,
            YOUR NEWEST FREE CARDMEMBER BENEFIT THAT SAVES YOU MONEY.

           TO RECEIVE  OUR EXCLUSIVE CARDMEMBER OFFERS AND DISCOUNTS,
           REGISTER YOUR EMAIL ADDRESS AT WWW.SPECIALVALUES,COM TODAY!

<PAGE>
   Please detach here and return top portion with yor payment. Do not staple or
                          clip your check to the form.

Closing  Date     Card Number(s)   Credit Limit   Rate Option    Payment Date

05/03/99          5467 1002 9563 3690 11500     RATE  MAY  VARY     05/30/99

Reference  Number     Posting   Transaction  Description           Amount
                      Date      Date
-------------------------------------------------------------------------------
-MASTERCARD  TRANSACTIONS  FOR  CARD  NUMBER  5467  1002  9563  3690
--------------------------------------------------------------------
               BITMOTION  SOFTWARE  INC
575481429099008443800038     4   09     4   07     TELOAKVILLE  5969     49 95
               DALCO  ELECTRONICS
     588444009110150305306029     4   20     4   19  SPRINGBORO OH  5964 16 84
               MONTY  PROGRAM  KB/PO
575413099100444444440006     4   26     4   10     HELSINKI  5959     182  53
-----------------------------------------------------------
PAYMENTS, ADJUSTMENTS
         AND OTHERS
074327009105745105404897   4 15  4 15 PAYMENT  RECEIVED,  THANK YOU 300 00CR
                                  *  *  *  *  *

NEED  CASH!  YOU  CAN  GET  CASH  AT  MOST  BANKS  BY  SIMPLY
PRESENTING  YOUR  WACHOVIA  CREDIT  CARD.  ASK  FOR  ANY  AMOUNT
UP  TO  YOUR  AVAILABLE  CREDIT  LINE.  IF  YOU  NEED  TO  VERIFY
YOUR  AVAILABLE  CREDIT  OR  WOULD  LIKE  TO  ORDER  A  SET  OF
PERSONALIZED  CHECKS  JUST  CALL  1-800-811-5821.
                                  *  *  *  *  *
TO  BETTER  SERVE  YOU,  WE  ASK  THAT  YOU  PLEASE  INCLUDE
PAYMENTS  FOR  DIFFERENT  ACCOUNTS  IN  SEPARATE  ENVELOPES,  AND
DON'T  FORGET  TO  LIST  YOUR  ACCOUNT  NUMBER  ON  THE  FRONT  OF
YOUR  CHECK.


Account Activity  Previous   Purchases   ITEMIZED FINANCE CHARGES
Summary           Balance    Advances &     Periodic     Cash Adv.
                             Other Charges  Rate         Charge
                                            Charge

                  $5356.72     249.32        34.65

Late        Payments     Credits            =      New Balance
Charges                                            Balance

                     300.00                        5,340.69

Balance Type     Average     Monthly       Corresp.       Periodic
                 Daily       Periodic      Annual         Rate Charge
                 Balance     Rate          Percent. Rate
PURCHASES        3093.82     0.645%         7.75%          19.98
CASH                 .00     0.645%         7.75%            .00
ADVANCES
PROMO            2271.72     0.645%         7.75%          14.67
CHECKS


Amount Past          .00
Due
Minimum              .00
Payment Due
ANNUAL                07.74
PERCENTAGE
RATE
Days in Billing       32
Cycle


     WACHOVIA     Please  See  Reverse  For  Important  Information

<PAGE>
Robin's  hours

     From:     Nathan  Bawden<nathan@dalco.net>     Wed  2:10  PM
     Subject:     Robin's  hours.
     To:     seth<seth@halcyon.com>

Seth,  here  are  Robin's  missing  hours.
It  comes  to  $1220.00
Please  revise  the  QB  file  to  reflect  this  or  send an addendum e-mail as
is  best  for  you.

  Thanks  Nathan

November  30     5  hours
December  1     4  hours
December  2     5  hours
December  3     5  hours
December  4     4  hours

December  8     6  hours
December  9     5  hours
December  10     4  hours
December  11     5  hours

December  14     6  hours
December  15     6  hours
December  18     5  hours

December  22     7  hours
December  23     7  hours

December  28     5  hour
December  29     4  hours

January  5     4  hours
January  6     5  hours
January  7     4  hours
January  8     5  hours

January  11     6  hours
January  12     6  hours
January  13     5  hours
January  15     4  hours


<PAGE>
Astro,  03:19  PM  10/2/98,  No  Subject


From:     astro@astrocye.com  (Astro)
Date:     Fri,  02  oct  1998  15:19:40  GMT
Organization:     The  Corporation  Network  Inc.
To:     seth@halcyon.com

Astro-Cybernetics     Invoice  No:  843
831  N.  Harper  Ave.
     Date:  10/23/97
Los  Angeles,  CA   90046
     213-655-9411     Page:  1
-
------------------------------
Sold  To:     Click  Shop                              Customer  No:  43

     Seth                                   Phone  No:  (    )     -

Ship  To:     Click  Shop

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

Cust.  Order  #:
     Salesperson:  John  Woodsmall
Payment  Terms:  ON  RECEIPT

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

Product  Code     Item  Description     Qty     unit  Price     Amount
WARNER  INS.     ORACLE  CONSULTING     8     75.00     600.00

-
---------------------------------------------------
     Sub  Total  600.00
     Discount  0.00
     Tax  [8.25%]  0.00
*
-
-----------------------------
     Total  600.00
     Amount  Paid  0.00
     Amount  Due  600.00


Printed  for  Seth  Russell  <seth@halcyon.com>


<PAGE>
     Subject:     ClickShop  partnerhship  loan  payable  to  Seth  Russell
     Date:     Thu,  01  Jul  1999  16:21:06  -  0700
     From:     Seth  Russell  <seth@halycon.com>
     Reply-To:     seth@clickshop.com
     Organization:     Http://www.clickshop.com
     To:     ClickShop  Support  <nathan@cnw.com>

Nathan  Bawden,

This  email is to document the fact that during our partnership you were paid at
least  $27,000 more from our ClickShop partnership than was I.  This amount will
be  entered  on my books as a loan from me to you at this time.  I will post the
difference  (about  $2,400)  between  VirtualSeller's payment of $20,000 and our
outstanding liabilities (credit card debt + accounts payable) against this loan.

--
Seth  Russell
Business  Development
Http://Www.ClickShop.Com
Renton,  Washington,  USA
425.227.6608
ICQ  251252


<PAGE>
                                  SCHEDULE "F"
                              EMPLOYMENT AGREEMENT

THIS  AGREEMENT  made  as  of  the  30th  day  of  June,  1999.

BETWEEN:

VIRTUALSELLERS.COM,  INC.,  Suite  1000  - 120 North LaSalle Street, Chicago, IL
60602

(hereinafter  called  the  "Company")

                                                               OF THE FIRST PART

AND:

NATHAN  S.  BAWDEN,  businessman  of  23  Bogan  Road,  West  Union,  OH  45693

(hereinafter  called  "Bawden")

                                                              OF THE SECOND PART

WHEREAS:

A.          The Company has recently acquired substantially all of the assets of
Clickshop  (the "Business"), including certain application software known as the
"GOLDPAINT  SHOPPING  CART" software and certain operating system software known
as  "TAG ACTIVATED MARKUP ENHANCER (TAME)" software (collectively, the "Assets")
and  wishes  to  further  develop  and  market  the  Asset;  and

B.          The  Company has agreed to employ Bawden and Bawden has agreed to be
employed  by  the  Company  on  the  terms and conditions hereinafter set forth.
NOW  THEREFORE  THIS  AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants and agreements herein contained, and the sum of $10 now
paid  by the Company to Bawden, the Parties hereto covenant and agree, each with
the  other,  as  follows:

1.          TERMS

1.1          The  terms  used  in  this  Agreement will have the same meaning as
those  set out in the asset purchase agreement dated June 30, 1999 among Bawden,
the  Company and Seth Russell (the "Asset Purchase Agreement"), unless otherwise
specified.

2.          EMPLOYMENT,  TERM  AND  DUTIES

2.1          The  Company  hereby  employs  Bawden  to train employees, or other
persons  designated  by  the  Company  with  respect  to:

<PAGE>

(a)     the  operation  of  the  Business;
(b)     how  to  support  and  service  existing  customers of the Business; and
(c)     how  to  further  develop  the  Assets.

2.2          All  such  employment  will  take  place  in  Ohio unless otherwise
directed  by  the  Company.

2.3          The  effective  date  of  this  Agreement  is June 30, 1999 and the
employment  of  Bawden hereunder shall continue, unless terminated in accordance
with the terms and conditions of this Agreement, for a one year term to June 29,
2000.

2.4          Unless  prevented  by  ill health or other sufficient cause, during
the  term  of  this  Agreement,  Bawden  shall  devote the whole of his time and
attention  to  the  business  of  the  Company.

2.5          Bawden  shall  well  and faithfully serve the Company and shall use
his  best  efforts  to  promote  the  interests  of  the  Company.

3.          REMUNERATION

3.1          The  Company  shall pay to Bawden immediately upon the commencement
of  employment  the  sum  of  ten  thousand  ($10,000)  dollars (the "Advance").

3.2          The  remuneration  of  Bawden  shall  be  sixty  thousand ($60,000)
dollars  annually  (including  the  Advance), payable monthly on the last day of
each  month  during  the  term  of  this  Agreement,  commencing  July 31, 1999.

3.3          The  Company  shall  deduct  from  all  payments due to Bawden, all
applicable  government  taxes  as  required  of  employers  by federal and state
legislation.

3.4          There  are  no  other  benefits  or  compensation payable to Bawden
pursuant  to  this  Agreement.

4.          DISCLOSURE  OF  CONFIDENTIAL  INFORMATION

4.1          At  all  times  during  and  subsequent  to the termination of this
Agreement,  Bawden  will  receive and keep in strictest confidence and trust the
Confidential  Information.  Bawden  will  take all necessary precautions against
unauthorized disclosure of the Confidential Information and will not directly or
indirectly  disclose,  allow  access  to,  transmit or transfer the Confidential
Information  to  any  third  party  and  Bawden  will  not copy or reproduce the
Confidential  Information  or  store the Confidential Information on any form of
media,  except  as  may  be  reasonably  required  to perform his duties for the
Company.

<PAGE>

5.          RESTRICTED  USE  OF  CONFIDENTIAL  INFORMATION

5.1          At  all  times  during  and  subsequent  to the termination of this
Agreement, Bawden will not use the Confidential Information in any manner except
as  reasonably required to perform his duties for the Company.  Without limiting
the  foregoing,  at  all  times during and subsequent to the termination of this
Agreement, Bawden will not use or take advantage of the Confidential Information
for the purpose of creating, maintaining or marketing or aiding in the creation,
maintenance or marketing of any product or service which is competitive with any
product  or service developed, owned, licensed, sold or marketed by the Company.

5.2          Upon  the  request  of  the  Company,  and  in  any  event upon the
termination of this Agreement, Bawden will immediately return to the Company all
materials,  including  all  copies  in  whatever  form  or media, containing the
Confidential  Information  which  are  in  his  possession or under his control.

6.          OWNERSHIP  OF  CONFIDENTIAL  INFORMATION

6.1          Bawden  will  not acquire any right, title or interest in or to the
Confidential  Information,  all of such right, title and interest being owned by
the  Company.

7.          NON-COMPETITION

7.1          During Bawden's employment and for the period of twelve (12) months
immediately  following  the  termination  of  this  Agreement,  Bawden will not,
without  the  prior written approval of the Company, become engaged, directly or
indirectly,  as  an employee, consultant, contractor, partner, principal, agent,
proprietor,  shareholder  (other  than  the holding of shares listed on a public
stock  exchange  that  does  not exceed 2% of the outstanding shares so listed),
investor  or  advisor in a business anywhere else in the world where the Company
markets  its  products  or  services  that:

(a)     develops,  markets,  sells  or  licences products competitive with those
products  developed,  marketed,  sold  or  licensed  by  the  Company;  or

(b)     that provides consulting, maintenance, support or training services that
are  competitive  with the consulting, maintenance, support or training services
provided  by  the  Company,
save  for  in  accordance  with  the  terms  of  the  Asset  Purchase Agreement.

8.          NON-SOLICITATION  OF  CLIENTS

8.1          While  Bawden  is employed by the Company and for the period of two
(2)  years  immediately following the termination of this Agreement, Bawden will
not,  directly  or indirectly, contact or solicit any clients of the Company for
the  purpose  of  selling or supplying to such clients, any products or services
which are competitive with the products or services developed, marketed, sold or
licensed  by  the Company at the time of the termination of this Agreement.  For
the  purpose  of  this  Agreement,  clients of the Company means any business or
organization
that:

<PAGE>

(a)     was  a  client  of  the  Company  at the time of the termination of this
Agreement;  or

(b)     became  a  client of the Company within six months after the termination
of this Agreement if Bawden was involved with the marketing effort in respect of
such  client  prior  to  the  termination  of  this  Agreement.

9.          NON-SOLICITATION  OF  EMPLOYEES  AND  CONSULTANTS

9.1          While  Bawden  is  employed  by  the  Company and for the period of
twelve  (12)  months  immediately  following  the termination of this Agreement,
Bawden  will  not directly or indirectly hire any employees of or consultants or
contractors  to  the  Company,  nor  will Bawden solicit or induce or attempt to
induce  any  persons  who were employees of or consultants or contractors to the
Company at the time of such termination or during the period of ninety (90) days
immediately  preceding  such  termination,  to  terminate  their  employment,
consulting  agreement  or  contract  for  services  with  the  Company.

10.          REASONABLENESS  OF  NON-COMPETITION  AND  NON-SOLICITATION
          OBLIGATIONS

10.1          Bawden confirms that the obligations in Sections 7, 8 and 9 herein
are  fair  and  reasonable given that, among other reasons the sustained contact
Bawden  will  have  with  the  employees  of the Company and to the Confidential
Information,  and  Bawden  agree  that  the  obligations in Sections 7, 8 and 9,
together  with  his  other  obligations  under  this  Agreement  are  reasonably
necessary  for  the  protection  of  the  Company's  proprietary  interests.

10.2          Bawden  further  confirm  that  the  geographic  scope  of  the
obligations  in  Sections  7,  8  and  9 are reasonable, given the international
nature  of  the  market  for  the  products  and  services  of  the  Company.

10.3          Bawden  also agree that the obligations in Sections 7, 8 and 9 are
in  addition  to  the non-disclosure and other obligations provided elsewhere in
this  Agreement.

10.4          Bawden  further  acknowledge that the fulfilment or enforcement of
his  obligations  contained in this Agreement will not preclude me from becoming
gainfully  directly  employed  in  the  computer  software  industry  following
termination  of  this  Agreement,  given his general knowledge and experience in
such  industry.

11.          SEVERABILITY

11.1          If  any  covenant  or  provision  contained  in  this Agreement is
determined  to be void or unenforceable in whole or in part, it shall not affect
or  impair  the enforceability or validity of any other covenant or provision of
this  Agreement  or  any  part  thereof.

12.          ASSIGNMENT

12.1          This  Agreement  will  enure to the benefit of and be binding upon
the  parties  hereto  and  upon the successors and assigns of the Company.  This

<PAGE>

Agreement  and  the  rights,  duties, responsibilities and obligations of Bawden
hereunder  may not be assigned by Bawden.  This Agreement may be assigned by the
Company  to  any other person, firm or corporation without restriction, provided
that  any  such assignment will be subject to such assignee executing in writing
an  agreement  acknowledging  and accepting the terms, conditions, covenants and
agreements  contained  herein.

13.          FURTHER  ASSURANCES

13.1          As  and  so  often as the Company may require, Bawden will, at the
expense  of  the  Company,  execute  and deliver to the Company all such further
documents, do or cause to be done all such further acts and things, and give all
such  further  assurances  as  in  the opinion of the Company or its counsel are
necessary  or advisable to give full effect to the provisions and intent of this
Agreement.

14.          PROPER  LAW

14.1          This  Agreement  will  be  governed by and construed in accordance
with  the law of British Columbia and the parties hereby attorn to the exclusive
jurisdiction  of  the  courts  of  British  Columbia.

15.          AMENDMENTS/ALTERATIONS

15.1          Except  as  herein  otherwise  provided, no subsequent alteration,
amendment,  change,  or  addition  to  this  Agreement  will be binding upon the
parties  hereto  unless  reduced  to  writing  and  signed  by  the  parties.

16.          INDEPENDENT  LEGAL  ADVICE

16.1          Bawden  has  been  notified  of  the  advisability  of  obtaining
independent  legal advice and has been given adequate opportunity to obtain such
legal  advice  prior  to  executing  and  delivering  this  Agreement.

17.          NON-WAIVER

17.1          The  Company  may at any time and from time to time waive in whole
or  in  part the benefit to it of any provision in this Agreement or any default
by  Bawden;  but any waiver on any occasion will be deemed not to be a waiver of
that  provision thereafter or of any subsequent default or a waiver of any other
provision  or  default.

IN  WITNESS WHEREOF the parties hereto have hereunto placed their hands and seal
or  their  corporate  seal in the presence of their duly authorized officer upon
the  day  and  year  first  above  written.

<PAGE>

VIRTUALSELLERS.COM,  INC.

Per:     /s/  signed
         -----------
     Authorized  Signatory

SIGNED,  SEALED  AND  DELIVERED  by       )
NATHAN  S. BAWDEN in the presence of:     )
                                          )
                                          )
Signature                                 )
                                          )
Print  Name                               )
                                          )
Address                                   )
                                          )
                                          )
                                          )     /s/  Nathan  S.  Bawden
                                          )     -----------------------
Occupation                                )     NATHAN  S.  BAWDEN


<PAGE>
                                  SCHEDULE "G"
                        ASSIGNMENT OF EXISTING CONTRACTS

THIS  INSTRUMENT  dated  for  reference  the  30th  day  of  June,  1999.

AMONG:

SETH  RUSSELL,  doing  business  as  CLICKSHOP, 12018 SE 170th Place Renton, WA,
98058

(hereinafter  called  "Russell")

AND:

NATHAN  S.  BAWDEN,  23  Bogan  Road,  West  Union,  OH,  45693

(herinafter  called  "Bawden")

(together,  the  "Assignors")

AND:

VIRTUALSELLERS.COM,  INC.,  Suite  1000 - 120 North LaSalle Street, Chicago, IL,
60602

(the  "Assignee")

WITNESSES  THAT  WHEREAS:

A.          By  Asset  Purchase Agreement (the "Asset Purchase Agreement") dated
for  reference  June  30,  1999 the Assignors agreed to sell to the Assignee the
business  known  as Clickshop (the "Business") and, except as expressly excluded
therein,  all  property  and  assets of the Business including in particular all
right,  title,  benefit,  and  interest  which  the  Assignor  is entitled to or
possessed  of  under  all contracts, engagements, and commitments respecting the
Business;

B.          The  parties  wish  to  enter  into  this  instrument  to effect the
conveyance  to  the  Assignee of said right, title, benefit, and interest of the
Vendor  under  said  contracts,  engagements,  and  commitments;

C.          Various representations and warranties were made by the Assignors to
the  Assignee  in  the  Asset  Purchase Agreement respecting the said contracts,
engagements  and  commitments;

NOW  THEREFORE,  in  consideration  of  the  premises,  the mutual covenants and
agreements  herein  contained,  and the sum of ONE DOLLAR ($1.00) and other good
and  valuable  consideration  now  paid  by  the  Assignee to the Assignors, the
receipt  whereof  is  hereby  acknowledged  by  the  Assignors:

<PAGE>

1.          The  Assignors  hereby bargains, sells, assigns, transfers, and sets
over  unto  the  Assignee  all  right,  title,  benefit,  and interest which the
Assignor  is  entitled  to  or  possessed  of,  in,  to, or under all contracts,
engagements,  and  commitments  respecting  the  Business or the Business Assets
including  without limitation the Assignor's right, title, benefit, and interest
in  respect of the contracts, engagements, and commitments described in Schedule
"B"  attached to the Asset Purchase Agreement (which contracts, engagements, and
commitments  described  in  said  Schedule  are  herein  called  the  "Material
Contracts")  TO  HAVE  AND  TO  HOLD  UNTO  THE  ASSIGNEE  FOREVER.

2.          The  Assignors jointly and severally hereby represent and warrant to
the  Assignee:

(a)     that  each  of  the  Material  Contracts is in good standing and in full
force  and  effect  as  of  the  date  hereof;

(b)     that  except  as  may  have  been adjusted between the Assignors and the
Assignee  in accordance with the Asset Purchase Agreement all payments, expenses
and  charges due or to become due under the Material Contracts in respect of any
period  prior  to  June  30,1999  have  been  paid;

(c)     that  the Assignors have the right to convey said right, title, benefit,
and  interest  in  the  Material  Contracts to the Assignee in the manner herein
provided;

(d)     that  the  Assignors  has  not  previously  assigned  said right, title,
benefit,  and  interest, and no other person whomsoever is entitled to any claim
or  demand  in  respect  of  the  Material  Contracts.

3.          The  Assignors  and the Assignee agree that in respect of any of the
Material  Contracts  which are not assignable by the terms thereof or in respect
of  which  any  consent  or approval is required, the right, title, benefit, and
interest of the Assignors therein will be held by the Assignors in trust for the
Assignee  and  will  be  performed  by the Assignee in the name of the Assignors
(and,  as the case may be, the within assignment will not take effect until such
consent  or  approval  is  obtained)  but the provisions of Clause 3 hereof will
apply  notwithstanding.

4.          The  Assignors  hereby constitutes and appoints the person from time
to  time  holding the office of secretary of the Assignee as the true and lawful
attorney  of  the  Assignors  for  and in the name or otherwise on behalf of the
Assignors  with  full  power  of substitution to do and execute all acts, deeds,
matters  and  things  whatsoever  necessary  or  desirable to give effect to the
conveyance  and  assurance  to  the Assignee of the Material Contracts as herein
contemplated,  for  the  performance  by  the Assignee of the obligations of the
Assignors under the Material Contracts, and for the assurance to the Assignee of
the  full  enjoyment  of  all  of the right, title, benefit, and interest of the
Assignors under the Material Contracts in accordance with the intent and meaning
of  this Indenture.  Said Power of Attorney coupled with the Assignee's interest
will  not  be  revoked  by  the  dissolution  of  the  Assignors or otherwise be
revocable.

5.          The  Assignors  agree  that  from  time  to  time  and  at all times
hereafter the Assignors will upon the reasonable request of the Assignee, but at
the  expense  of the Assignee, make, do, and execute, or cause to be made, done,
and executed all such further acts, deeds, matters, and things to give effect to
the  conveyance  and  assurance  unto  the Assignee of the Material Contracts as
aforesaid,  for  the  performance  by  the  Assignee  as  aforesaid, and for the
assurance  to the Assignee of the full enjoyment as aforesaid, and will make its
best  efforts  to  procure  any  consents  and  approvals  required  therefore.

<PAGE>

6.          This  Indenture  will  be read and construed together with the Asset
Purchase Agreement, and the rights and obligations of the parties hereto will be
determined  in  accordance  with  the  covenants,  agreements,  conditions,
representations, and warranties made herein and in the Asset Purchase Agreement.

7.          All  grants,  covenants,  provisos,  agreements,  rights,  powers,
privileges, and liabilities contained in this Indenture will be read and held as
made  by  and  with, granted to and imposed upon, the respective parties hereto,
and  their  respective heirs, executors, administrators, successors, and assigns
(as  the  case  may  be)  as  if  the  words  heirs,  executors, administrators,
successors,  and  assigns had been inscribed in all proper and necessary places;
and  wherever  the  singular  or  masculine  pronoun  is  used, the same will be
construed  as  meaning  the  plural or feminine or the body politic or corporate
where  the context or the parties hereto require, and where a party is more than
one  person,  all  obligations  will  be  deemed  to  be  joint  and  several.

IN  WITNESS  WHEREOF  the parties have executed these presents as of the day and
year  first  above  written.

ASSIGNORS:

                                          )
SIGNED,  SEALED  AND  DELIVERED  by       )
SETH  RUSSELL  in  the  presence  of:     )
                                          )
/s/  Denise  Russell                      )
--------------------                      )
Signature                                 )
Denise  Russell                           )
----------------------------------        )
Print  Name                               )
12018  SE  170th  Place                   )
----------------------------------        )
Address                                   )
Renton  WA  98058                         )
----------------------------------        )
                                          )
House  Wife                               )     /s/  Seth  Russell
---------------------------------         )     ------------------
Occupation                                )     SETH  RUSSELL

                                          )
SIGNED,  SEALED  AND  DELIVERED  by       )
NATHAN  S. BAWDEN in the presence of:     )
                                          )
                                          )
Signature                                 )
                                          )
Print  Name                               )
                                          )
Address                                   )
                                          )
                                          )
                                          )     ------------------
Occupation                                )     NATHAN  S.  BAWDEN

ASSIGNEE:

VIRTUALSELLERS.COM,  INC.

Per:     /s/  signed
         -----------
     Authorized  Signatory


<PAGE>
                                  SCHEDULE "H"
                             ASSIGNMENT OF COPYRIGHT

In  consideration  of  the  sum  of  ONE  DOLLAR  ($1.00) and for other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  is  hereby
acknowledged),  the  undersigned hereto hereby confirm that they co-authored and
are  co-owners of the computer software application programs known as "GOLDPAINT
SHOPPING  CART" and the operating system software known as "TAG ACTIVATED MARKUP
ENHANCER  (TAME)"  dynamic  software  engine  and  language  interpreter  (the
"Software")  (of  which  the first ten and the last ten pages of the source code
are  attached  hereto)  and  all intellectual property rights therein (including
those  which  may  give  rise  to  copyright, patent, design, trade-marks, trade
secrets and any other rights recognized by law).  We hereby assign all ownership
rights to the Software and all associated intellectual property rights worldwide
to  VirtualSellers.com  Inc.

The  undersigned acknowledge their obligation to assist VirtualSellers.com, Inc.
in  obtaining the full enjoyment of such intellectual property rights, including
assisting  in  the  filing  and  prosecution  of  applications  in  the Canadian
Intellectual  Property  Office,  the  US  Patent and Trademarks Office and other
national  and  international  offices.

The  undersigned hereby waive all of their moral rights to the Software (i.e the
right  to  be  known  as  the  author  and  the  right  to have their reputation
protected).

SETH  RUSSELL
/s/  Seth  Russell
------------------

NATHAN  S.  BAWDEN
/s/  Nathan  S.  Bawden
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<PAGE>
                                  SCHEDULE "I"
                            ASSIGNMENT OF TRADE-MARKS

                              TRADE-MARK ASSIGNMENT

          The  undersigned,  SETH RUSSELL, doing business as CLICKSHOP, the post
office  address of whose principal office or place of business is 12018 SE 170th
Place  Renton,  WA,  98058,  and NATHAN S. BAWDEN, the post office address of 23
Bogan  Road,  West  Union,  OH,  45693  (collectively,  the  "Assignors")  in
consideration  of  the  sum  of TEN DOLLARS ($10.00) and other good and valuable
consideration,  the  receipt and sufficiency of which is hereby acknowledged, do
hereby  sell,  assign  and  transfer  to VIRTUALSELLERS.COM, INC., the full post
office  address  of  whose principal office or place of business is Suite 1000 -
120  North  LaSalle  Street,  Chicago,  IL,  60602,  all  their right, title and
interest  in  all  countries  of  the  world  in  the  following  trade-marks:

     GOLD  PAINT

     TAME

and  all  of  the  goodwill of the business associated with the said trade-marks
together  with  all  rights of action resulting from any adverse use of the said
trade-marks  and  the  right  to  claim  such  relief  as  is  appropriate.

EXECUTED  at          1pm  7/21/99             as of the 30th day of June, 1999.

SETH  RUSSELL,  doing  business  as  CLICKSHOP

/s/  Seth  Russell
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NATHAN  S.  BAWDEN

/s/  Nathan  S.  Bawden
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