Rockwell Electronic Commerce Corporation

                                       And

                               Virtual Sellers.com

                         Cooperative Marketing Agreement

This  AGREEMENT  is  made and entered into, effective 3/15, 2000, by and between
ROCKWELL  ELECTRONIC  COMMERCE  CORPORATION  having an office at 300 Bauman Ct.,
Wood  Dale,  Illinois 60191, (hereinafter "Rockwell") and Virtual Sellers.com, a
corporation  having  an office at 3075 Tollview Drive, Rolling Meadows, IL 60008
(hereinafter "COMPANY") for the purpose of defining the relationship, rights and
obligations of Rockwell and COMPANY (collectively the "Parties") as concerns the
development  of  a  cooperative marketing strategy for the offering of solutions
involving  Rockwell  products  and  COMPANY  Services  to certain customers with
respect  to  current  or  prospective  call  center  operations.

                                    RECITALS

     WHEREAS,  Rockwell  is  a  corporation  engaged in, among other things, the
design,  development, manufacture and support of call center systems, electronic
commerce  centers  and  related  telephony  products,  equipment,  and  systems;

     WHEREAS,  COMPANY  is  a  corporation engaged in the business of marketing,
distributing,  integrating,  servicing  and  supporting  call  center  systems,
electronic  commerce  centers  and  related  telephony  products, equipment, and
systems.

     WHEREAS,  Rockwell  and  COMPANY  agree  herein  to establish processes and
procedures  for  meeting their respective customers' desires to use Rockwell and
COMPANY  products  and  services;

     WHEREAS,  Rockwell  and  COMPANY  desire  to  enter  into  non-exclusive
discussions  working  together to discover, develop, define and pursue potential
opportunities  for  the  marketing and sale of the parties specific products and
services  related  to  telephone  call  center  operations,  and

     NOW  THEREFORE,  Rockwell  and  COMPANY  hereby  agree  as  follows:

     NOW,  THEREFORE,  and  in consideration of the mutual promises and benefits
flowing  from  each  Party to the other, and the terms and covenants, agreements
and  conditions  hereinafter  specified,  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, have agreed and by these presents
do  agree  as  more  fully  set  forth  in  the  following  General  Provisions.

                               GENERAL PROVISIONS

Article  1.     Cooperative  Marketing  Program

<PAGE>

1.1     Proposed  Business Activities.  Rockwell and COMPANY agree to enter into
non-exclusive  discussions  working  together  to  discover, develop, define and
pursue  potential  opportunities  for  the  marketing  and  sale of the parties'
specific  products  and  services  related  to telephone call center operations.
Such  development  and  marketing  activities  will  be  conducted  on  a
project-by-project basis, and any proposals developed by the parties with regard
to  any opportunity will address such issues as the scope, structure, timing and
price  of  the  equipment  to  be provided, the services to be performed and the
perspective  responsibilities of the parties.  With respect to each opportunity,
Rockwell  and  COMPANY will work together to prioritize the opportunities and to
determine  from  time  to  time  the continued feasibility of engaging in any of
them.

1.2     Marketing  Plan.  Rockwell  and  COMPANY  will  cooperate to establish a
marketing  plan  to  market  the  parties' products and services (the "Marketing
Plan").  The  Marketing  Plan  will  list  and  describe  possible opportunities
identified  by  either  Rockwell  or COMPANY and set forth a marketing and sales
strategy  with  respect  to  such  opportunities  with  a  goal  of  promoting
effectiveness  and  avoiding  duplication  of  sales  efforts in the marketplace
between  Rockwell  and  COMPANY.

1.3     Teaming  Agreement.  If  Rockwell  and COMPANY deem it appropriate, they
may  enter  into  one  or more teaming agreements, subcontracts or other written
agreements  relating  to  defined  opportunities  with  identified  potential
customers,  pursuant  to  which the parties will cooperate in submitting bids or
completing  performance  for identifiable projects and in which the roles of the
parties  with respect to the products and services to be provided will be agreed
upon,  such  as  designation  of  the prime contractor and subcontractor for the
project  and  pricing.  It  is anticipated that the parties may vary their roles
depending  upon  the  particular  opportunity  to  be  pursued.

1.4     Publicity,  use  of  Name  and  Trademarks.

1.4.1     While  from  time  to  time  the parties anticipate efforts to jointly
develop  media  releases, public announcements or disclosures relating to mutual
business opportunities, all such releases shall be coordinated with and approved
by  each  Rockwell  and  COMPANY  in  writing  prior  to  the  release  thereof.

1.4.2     The  parties agree that the terms and conditions of this Agreement are
confidential,  and  that  neither  party  shall  disclose  the  contents of this
Agreement  without  the  prior  written  consent  of  the other party, provided,
however,  that  the  general existence of this Agreement shall not be treated as
confidential  information.  Moreover,  the parties agree that they shall issue a
mutually  acceptable  (approved  by  each  party in writing) joint press release
announcing  the  relationship  established  by  this  Agreement  within ten (10)
business  days  following  the  Effective  Date.

1.4.3     Nothing  in  this Agreement grants to either Party the right to use or
display  the names, trademarks, trade names, logos or service marks of the other
party.  Each  party  agrees  to  submit  to  the  other  party  for  written
prepublication  approval,  any  materials,  which  may  use or display any name,
trademark  names,  logos  or  service  mark  of  the  other  party.

<PAGE>

1.5     Forthcoming  Opportunities.  The  execution  of  any  definitive written
agreement  between the Parties relating to one or more opportunity is subject to
the  satisfactory  completion  of  each  of  the  following,  which satisfactory
completion  will  be  within  the  subjective  discretion  of  each  party:  (1)
negotiation  of  mutually  satisfactory  terms  and conditions in the agreement,
including  without  limitation  provision  relating  to  proprietary rights; (b)
receipt of any required third party consents, including all necessary regulatory
approvals;  (c)  resolution  of  all issues relating to staffing and other labor
matters  involved  in  the  transaction  contemplated  by the agreement; and (d)
receipt  of  all  necessary  corporate  approvals.

Article  2.     Confidentiality  of  Information

2.1     For the purpose of this Agreement, "Confidential Information" shall mean
technical  or  business  information  exchanged  by  the  parties  which  is  in
documentary or electronic form, prominently marked as confidential (or the like)
to  the Disclosing Party.  No document shall be marked as confidential unless it
is  believed in good faith to contain Confidential Information.  Any information
that  is  marked "proprietary" will be considered to be Confidential Information
under  this  Agreement.

2.2     Orally  or  visually disclosed information which otherwise satisfied the
requirements of the preceding paragraph will be Confidential Information only if
it  is  identified  as confidential at the time or oral or visual disclosure and
within  21  days  thereafter  it  is reduced to documentary form and prominently
marked  as  confidential  (or  the  like).

2.3     For  the  period  of  five  (5)  years  from the receipt of Confidential
Information  from the Disclosing Party, the Receiving Party agrees (a) to use it
only as permitted in this Agreement, (b) to hold it in confidence and, except as
provided  herein,  to  disclose  it  to  no  one other than the employees of the
parties  having a need to know for the purpose of performing this agreement, and
(c) to safeguard it from unauthorized use or disclosure using the same degree of
care with which the receiving party safeguards its own Confidential Information.

2.4     A  party  receiving  Confidential  Information  hereunder  shall have no
obligation  to  safeguard  information:  (a)  which was in the possession of the
Receiving  Party with no restriction on its disclosure prior to its receipt from
the  Disclosing  Party  under  this  Agreement;  (b)  after the same information
becomes  publicly  known or available through no breach of this Agreement by the
Receiving  Party;  (c)  after the same information is rightfully acquired by the
Receiving  Party  without  notice  of its confidentiality or restrictions on its
disclosure;  or  (d)  after  the  same information is independently developed by
personnel of the Receiving Party who have not had access to such information, as
can  be  established  in  writing.

2.5     The obligations to safeguard Confidential Information disclosed prior to
expiration  or  termination  of  this Agreement shall survive such expiration or
termination.  The obligations of this Article 2 shall supersede the restrictions
of  any  stamps  or  legends  that  may be contained on Confidential Information
disclosed  hereunder.

<PAGE>

Article  3.     Miscellaneous

3.1     Notice.  Routine  correspondence  between  the parties to this Agreement
shall  be in writing and shall be appropriate mail, telegram, or courier service
mans  to  such addresses as the parties may, from time to time, specify.  Notice
shall be given whenever required by a provision of this Agreement.  Notice shall
be  by personal delivery or may be made by facsimile or telex which is confirmed
in  writing,  sent  by  express  mail  with package tracking capability, sent by
certified  or registered US mail, postage prepaid, return receipt requested, all
to  the address listed below.  When provided by facsimile or telex, Notice shall
be  deemed  given  as  of  midnight,  Eastern  Standard  Time,  on  the date the
confirmation  is  mailed.

(a)     ADDRESS  FOR  ROCKWELL:

Rockwell  Electronic  Commerce  Corporation
300  Bauman  Ct.
Wood  Dale,  Illinois  60191
Attn:  Contact  Manager

(b)     ADDRESS  FOR  COMPANY:

VirtualSellers.com
3075  Tollview  Drive
Rolling  Meadows,  IL  60008
Attn.  Kevin  Wielgus

3.2     Term  and  Termination.  This Agreement shall become effective upon both
parties  signature  having  been  affixed  to this Agreement and shall remain in
effect  for an initial period of twenty-four (24) months from the execution date
set  forth  above,  and  will automatically renew and continue in full force and
effect  for  three  additional one year periods.  Notwithstanding the foregoing,
this  agreement  may  be  terminated by either party at any time with or without
cause,  by  giving  thirty  (3)  days  notice  of  such  termination.

3.2.1     Either  party  shall  have  the right to terminate this Agreement upon
thirty  (30)  days  prior  written  notice  to  the  other  party.

3.2.2.     The  following  conditions  shall  apply  upon  termination:

A.     Each  party  shall  discontinue all use of the other party's Confidential
Information  and  any  copies  thereof  and, upon the written instruction of the
other  party, shall delivery to the disclosing party, or destroy, all previously
delivered  Confidential  Information furnished by the other party and any copies
thereof  in  the  possession of or under the control of the receiving party; and

B.     Each  party  shall  also  erase  or  destroy  all  of  the  other party's
Confidential  Information  or  copies thereof contained or stored in any form or
media,  including  the memory of a computer or computer system, and shall remove
the  Confidential  Information  from any updated work.  Each party shall certify
such  to  the  other  within  fifteen  (15)  days  of  termination.

<PAGE>

3.3     Force  Majeure.  Neither  party  shall  be  responsible  for  delays  or
failures  in  performance  of  this  Agreement  resulting  from:  (a)  acts  or
occurrences  beyond  the  reasonable  control  of such party (including, without
limitation  thereto,  fire, explosion, power failure, lightning, severe weather,
earthquakes,  acts  of  God,  war,  revolution, civil commotion, any law, order,
regulation,  ordinance,  or  requirement  of any government or legal body or any
representative  of  any  such  government  or  legal  body);  (b)  labour unrest
(including,  without  limitation  thereto, strikes, slow-downs, picket-lines and
boycotts,  whether  such labor unrest could have been settled by acceding to the
demands of a labor organization).  In such event, the party whose performance is
directly  affected shall be excused from such performance on a day-for-day basis
to  the  extent  of  the interference.  If such excuse in the performance of the
directly  affected  party  affects  the other party, then the performance by the
other  party  shall  also be excused on a day-for-day basis to the extent of the
indirect  interference.  In the event that any such event of force majeure shall
continue  for more than sixty days, then the parties shall enter into good faith
negotiations  directed  toward  a  mutually acceptable resolution of outstanding
obligations.

3.4     Governing  Law.  The validity, construction and effect of this Agreement
and  of  the Appendices and the respective rights and obligations of the parties
hereunder  and thereunder, shall be governed and determined by and in accordance
with  the  laws  of  the  State  of  Illinois without reference to principles of
conflicts  of  laws.

3.5     Waivers  or Amendments.  No failure to enforce any provision, assert any
right,  or  insist on performance of any obligation under this Agreement, in any
instance  shall  be  deemed  a  waiver of the ability to enforce such provision,
assert  such  right,  or  insist  on  the  performance of such obligation in the
future.  No course of dealing, or information communication of any kind shall be
deemed  to amend this Agreement.  This Agreement may be amended only by a formal
written  amendment  signed  by  duly authorized representatives of both parties.

3.6     Relation  of  the  Parties.  This  Agreement  shall  not be construed to
establish  any  form of partnership, agency or joint venture of any kind between
Rockwell  and COMPANY, nor to constitute either party as the agent, employee, or
legal  representative  of  the  other.  Neither  COMPANY  nor  Rockwell  has any
authority to make any representation on behalf of the other or otherwise to bind
or  commit  the  other  to any obligation without the prior written agreement of
such party.  This Agreement shall not be construed to provide for any sharing of
profits  or  losses between the parties.  The parties shall not, during the term
of  this  Agreement,  use  the  terms:  joint  venturer,  co-venturer,  partner,
marketing  partner,  or  partnership  to  describe  the relationship between the
parties  under  this  Agreement.

3.7     Severability.  If  any  provision  of  the Agreement shall be found by a
court  of  competent  jurisdiction  to be invalid or unenforceable, such finding
shall  not affect the validity and/or enforceability of the Agreement as a whole
or  of  any  other part of the Agreement.  In such case, this Agreement shall be
construed and enforced as if it did not contain the invalid and/or unenforceable
provision.

3.8     Survival  of  Obligations.  Any  respective  obligations  of COMPANY and
Rockwell  in  this  Agreement  which, by their nature, would continue beyond the
termination,  or  expiration of this Agreement, including by way of example, but
not  limited  to,  the  obligations  provided  in  Article 2, shall survive such
termination,  or  expiration.

<PAGE>

3.9     Assignment  and Delegation.  Neither party may assign any rights against
the other arising out of this Agreement without the prior written consent of the
other.  Any  such  assignment  attempted shall be void without the prior written
consent  of Rockwell.  However, this Agreement may be assigned by a party to its
parent or subsidiary.  In the event of an assignment to a subsidiary, the parent
shall  continue  to  be  bound  to all obligations hereunder.  Neither party may
delegate  any  of  its  duties  under this Agreement without permission from the
other  party.  If  permission  is  given,  no  such delegation shall relieve the
delegating  party  of  its  responsibilities  to  the  other  party  under  this
Agreement.

3.10     Limitation  of Liabilities.  Notwithstanding any other provision herein
to  the  contrary,  neither  party  shall  be  liable to the other party for any
consequential,  indirect,  punitive,  special  or  incidental damages, or direct
damages  in  excess  of  $25,000, whether foreseeable or unforeseeable, based on
claims  of  the  other party or its end-customer (including, but not limited to,
claims  for  loss  of  data,  goodwill,  profits, use of information provided by
either  party,  interruption  in  use or availability of data, stoppage of other
work)  arising out of breach of express or implied warranty, breach of contract,
misrepresentation,  negligence,  strict  liability  in  tort  or  otherwise.

3.11     Solicitation  of  Employment.  The  parties,  during  the  term of this
Agreement,  agree  not to hire, solicit for employment or otherwise enter into a
contract  with  any employee(s) of the other party during this Agreement and for
six  (6)  months  thereafter  unless expressly agreed to in writing by the other
party.

3.12     No  Implied  Rights  or  Licenses.  No  right  or  license in or to any
intellectual  property  which is not expressly stated in this Agreement shall be
created from the terms of this Agreement or from the conduct in this performance
of  this  Agreement.

3.13     Similar  Products  and  Services.  Nothing  in  this Agreement shall be
construed  as  prohibiting  or  restricting  either  party  from  independently
developing  or  acquiring  any  marketing  materials  and/or  programs which are
competitive,  irrespective  of their similarity with the other party's products.

3.14     No Endorsement.  Execution of this Agreement does not, and shall not be
construed  to  be, an endorsement by either party of the products or services of
the  other  party.

3.15     Entire  Agreement.  This Agreement and the attached Exhibits constitute
the  entire  agreement between the parties with respect to the relationship, and
supersedes  all  previous  and  concurrent  communications  related  to  the
relationship.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by  their  duly  authorized representatives as of the last date and year written
below.

VirtualSellers.com          Rockwell  Electronic  Commerce  Corporation

Per:   /s/  signed          Per:     /s/  signed
       -----------                   -----------
Title: VP  of  Operations   Title:     Contractor
       ------------------            ------------
Date:     3/17/00             Date:     3/16/00
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