ASSET PURCHASE AGREEMENT

THIS  AGREEMENT  dated  for  reference  the  23rd  day  of  April,  1999.

BETWEEN:

VIRTUALSELLERS.COM,  INC.,  a  company  incorporated pursuant to the laws of the
State  of  Illinois,  U.S.A. and having an office at 40 Shuman Blvd., Suite 105,
Naperville,  Illinois

(the  "Vendor")
                                                               OF THE FIRST PART

AND:

KEVIN  WIELGUS,  businessperson,  of 536 South Lyman, Des Plaines, Illinois, and
DOROTHY  TOMEK,  businessperson,  of  536  South  Lyman,  Des  Plaines, Illinois

(the  "Principals")
                                                              OF THE SECOND PART

AND:

SUNCOM  TELECOMMUNICATIONS  INC., a company incorporated pursuant to the federal
laws  of  Canada,  and having an office at 120 North LaSalle Street, Suite 1000,
Chicago,  Illinois,  U.S.A.  60602

(the  "Purchaser")
                                                               OF THE THIRD PART

WITNESSES  THAT  WHEREAS:

A.          The  Vendor  carries on the business comprised of providing turn-key
order  processing  of electronic commerce transactions for third parties selling
goods  and/or  services  over  the  Internet  (the  "Business");

B.          The  Vendor  owns  certain  assets  used  in  the  operation  of the
Business;

C.          The  Vendor  and  the  Purchaser entered into an exclusive worldwide
licensing agreement (the "License Agreement") to operate the Business and to use
the  assets  of  the  Business;

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D.          The  Vendor  and the Purchaser have mutually agreed to terminate the
License Agreement and to enter into this Agreement whereby the Vendor has agreed
to sell and the Purchaser has agreed to purchase all of the property, assets and
undertaking  of  the  Business as a going concern on the terms and conditions as
set  forth  in  this  Agreement;  and

E.          The  Principals  are  directors,  officers  and  shareholders of the
Vendor  and have a substantial proprietary and financial interest in the Vendor.
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:

1.          DEFINED  TERMS

1.1          For  the  purposes  of this Agreement, unless the context otherwise
requires,  the  following terms shall have the respective meanings set out below
and  grammatical  variations  of  such  terms shall have corresponding meanings:

(a)     "Assumed  Indebtedness"  means  the aggregate indebtedness of the Vendor
owing  to  the creditors which is being assumed by the Purchaser as described in
Schedule  "7"  hereto;

(b)     "Financial  Statements"  means the financial statements of the Vendor as
at and for the period from January 1, 1999 to April 14, 1999, a copy of which is
annexed  hereto  as  Schedule  "1"  -  Financial  Statements;

(c)     "Business"  means  the  business  carried  on  by  the Vendor consisting
primarily  of  the provision of turn-key order processing of electronic commerce
transactions  for third parties selling goods and/or services over the Internet;

(d)     "Business Assets" means all property and assets of the Business of every
kind  and  description  and  wherever  situate,  including, without limiting the
foregoing:

(i)     all  Equipment  of  the  Business;

(ii)     all  Inventory  of  the  Business;

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

(iv)     all  customer  lists,  brochures,  samples,  price  lists,  advertising
material,  production  records,  employee manuals, personnel records, accounting
and  other  books  and  records,  and  all  other  information,  correspondence,
documents,  and  material  relating  to  the  Business;

(v)     all  right,  title,  and  interest  of  the  Vendor  in  and  to all the
Intellectual  Property,  including  without limitation the Intellectual Property
described  in  Schedule  "5"  -  Intellectual  Property  hereto;

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(vi)     all  permits,  licences,  consents,  authorizations,  and  approvals
pertaining  to  the  Business;

(vii)     all  prepaid  expenses;

(viii)     all  accounts  receivable;

(ix)     all  computer  hardware  and  software,  including  all  rights  and/or
licences  and  other  agreements  or  instruments  relating  thereto;  and

(x)     the  Goodwill  of  the  Business.

(e)     "Business Day" means any day, other than a Saturday, Sunday or statutory
holiday  in  either  British  Columbia,  Canada  or  Illinois,  United  States;

(f)     "Closing"  means the completion of the transactions contemplated in this
Asset  Purchase  Agreement;

(g)     "Closing  Date"  means the date that is no later than April 30, 1999, or
such  other  date  as  the  Vendor  and  the  Purchaser  may mutually determine;

(h)     "Contract"  means  any  agreement,  indenture,  contract, lease, deed of
trust, license, option, instrument or other commitment, whether written or oral;

(i)     "Encumbrance"  means  any  encumbrance,  lien, charge, hypothec, pledge,
mortgage,  title  retention  agreement, security interest of any nature, adverse
claim, exception, reservation, easement, right of occupation, any matter capable
of  registration  against  title,  option, right of preemption, privilege or any
Contract  to  create  any  of  the  foregoing;

(j)     "Environmental Laws" means all applicable federal, provincial, municipal
and  local  laws,  statutes,  ordinances,  by-laws  and regulations, and orders,
directives  and decisions rendered by any ministry, department or administrative
or regulatory agency relating to the protection of the environment, occupational
health  and safety or the manufacture, processing, distribution, use, treatment,
storage,  disposal,  transport  or  handling  of  any  Hazardous  Substances;

(k)     "Environmental  Permits"  means  all  licences,  permits,  approvals,
consents,  certificates,  registrations  and  other  authorizations  under
Environmental  Laws  required  for  the  operation  of  the  Business.

(l)     "Equipment"  means  all  chattels,  equipment,  fixtures,  furnishings,
machinery,  vehicles and supplies used in connection with the Business as at the
date  hereof  including  without  limitation the items described in Schedule "3"
hereto;

(m)     "Excluded  Assets"  means cash on hand or on deposit at the commencement
of  business  on  the  Closing  Date;

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(n)     "Goodwill"  means  the  goodwill  of  the  Business,  together  with the
exclusive right of the Purchaser to represent itself as carrying on the Business
in  continuation  of  and in succession to the Vendor, and the right to the name
Virtual  Sellers.Com  or any variation thereof as part of, or in connection with
the  Business;

(o)     "Intellectual  Property"  means all registered and unregistered patents,
trade  or brand names, business names, trade-marks, trade-mark registrations and
applications,  copyrights,  drawings,  logos,  designs,  patents  and all patent
rights,  trade secrets, restrictive covenants, processes, technology, registered
user  agreements,  research data, inventions, instruction manuals, formulae, and
other  industrial  or  intellectual property respecting the Business, including,
without  limitation,  the  intellectual  property  described  in  Schedule "5" -
Intellectual  Property  hereto;

(p)     "Leased Property" means all the leased real property that is used in the
Business  and  leased  by  the  Vendor,  including, without limitation, the real
property  described  in  Schedule  "2"  -  Leased  Property  herein;

(q)     "Leases"  means  all  of  the  leases of the Leased Property, whether as
lessor  or  lessee  leased  by  the Vendor as set forth in Schedule "2" - Leased
Property  and  all  leases  of  personal property as described in Schedule "4" -
Material  Contracts;

(r)     "Licences"  means  all  licences,  permits,  approvals,  consents,
certificates,  registrations  and  authorizations  (whether  governmental,
regulatory, or otherwise) required for the conduct in the ordinary course of the
operations  of  the Business and the uses to which the Business Assets have been
put;

(s)     "Material  Contracts"  means  all  agreements,  indentures,  contracts,
leases,  deeds  of  trust,  licences, options, instruments or other commitments,
whether  written  or oral, including the benefit of all unfilled orders received
by  the Vendor and forward commitments to purchase made by the Vendor, which the
Vendor  is  entitled  to or possessed of in connection with the Business and the
Business  Assets,  including,  without limitation, all right, title, benefit and
interest  in  respect  of  the  contracts,  leases,  engagements and commitments
described  in  Schedule  "4"  -  Material  Contracts  hereto;

(t)     "Permitted  Encumbrances"  means  any encumbrances or liabilities of the
Vendor  agreed  to  in  writing  by the Purchaser to be assumed pursuant to this
Agreement;

(u)     "Purchase Price" means the aggregate sum payable by the Purchaser to the
Vendor  for  the  Business  Assets.

1.2          Currency

          Unless  otherwise  indicated, all dollar amounts in this Agreement are
expressed  in  United  States  funds.

1.3          Sections  and  Headings

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          The division of this Agreement into articles, sections and subsections
and  the  insertion  of headings are for convenience of reference only and shall
not  affect  the  interpretation of this Agreement.  Unless otherwise indicated,
any  reference  in this Agreement to an article, section, subsection or schedule
refers  to  the  specified article, section or subsection of or schedule to this
Agreement.

1.4          Number,  Gender  and  Persons

          In  this  Agreement,  words  importing  the singular number only shall
include  the  plural  and  vice  versa, words importing gender shall include all
genders  and  words  importing  persons shall include individuals, corporations,
partnerships,  associations,  trusts, unincorporated organizations, governmental
bodies  and  other  legal  or  business  entities  of  any  kind  whatsoever.

1.5          Accounting  Principles

          Any  reference  in  this  Agreement  to  generally accepted accounting
principles  refers  to  generally  accepted accounting principles that have been
established  in  the  United  States.

1.6          Entire  Agreement

          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.  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.

1.7          Time  of  Essence

          Time  shall  be  of  the  essence  of  this  Agreement.

1.8          Applicable  Law

          This  Agreement  shall  be  construed,  interpreted  and  enforced  in
accordance  with, and the respective rights and obligations of the parties shall
be  governed  by,  the laws of the State of Illinois and the federal laws of the
United States applicable therein, and each party irrevocably and unconditionally
submits  to  the  non-exclusive jurisdiction of the courts of such state and all
courts  competent  to  hear  appeals  therefrom.

1.9          Amendments  and  Waivers

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

1.10          Schedules

<PAGE>

          The  following  Schedules  are  attached  to  and  form  part  of this
Agreement:  All  terms  defined in the body of this Agreement will have the same
meaning  in  the  Schedules  attached  hereto.

Schedule  1     -     Financial  Statements

Schedule  2     -     Leased  Real  Property

Schedule  3     -     Machinery  and  Equipment

Schedule  4     -     Material  Contracts

Schedule  5     -     Intellectual  Property

Schedule  6     -     Consents

Schedule  7     -     Assumed  Indebtedness

2.          PURCHASE  AND  SALE

2.1          Subject to the terms and conditions of this Agreement, effective as
at  the Closing Date the Vendor will sell, transfer, and assign to the Purchaser
and  the  Purchaser  agrees  to  purchase from the Vendor, free and clear of all
Encumbrances  except  as  may  be  otherwise specifically provided for herein as
Permitted  Encumbrances,  the  Business  as  a  going concern and except for the
Excluded  Assets,  the  Business  Assets.

2.2          Except  as  provided  herein  and subject to the provisions of this
Agreement, the purchase and sale contemplated herein does not include assumption
of contracts with any employees or independent contractors of the Vendor used in
connection with the Business.  The Vendor will at all times before and after the
Closing  remain  solely  liable  for  all matters relating to such employees and
independent contractors, including without limitation all liabilities for wages,
severance  pay,  holiday  pay,  pensions, health, life, disability insurance and
other  benefits  of  any  kind,  and  all  remittances  payable  to  applicable
governmental  authorities, in respect of such persons and the Vendor will at all
times  prior  to and after the Closing indemnify and save harmless the Purchaser
from  and  against  any  and  all  such  liabilities.

2.3          All  quotations  for  the sale or purchase of Inventory or supplies
made  or received by the Vendor and not confirmed to contractual commitment will
be  deemed  to  be  assigned  to  the  Purchaser  at the Closing to be accepted,
confirmed or withdrawn or otherwise acted upon by the Purchaser in its own name,
for  its  own  account  and  in  accordance  with  its  own  business  judgment.

3.          PURCHASE  PRICE  AND  ALLOCATION

3.1          The  Purchase  Price payable by the Purchaser to the Vendor for the
Business  Assets  will  be  the sum of $198,928.68, 500,000 common shares in the
capital  of  the  Purchaser  (the "Purchase Shares") issued at a deemed price of
$0.10  per  common  share, and 361,710 share purchase warrants (the "Warrants").
Each  Warrant  shall  entitle the holder thereof to purchase one common share in
the  capital of the Company at a price of $1.50 per common share for a period of
two  (2)  years  commencing  on  the  Closing  Date.

3.2          The  Purchase  Price  will  be  allocated  among  the various items
comprising  the Business Assets and the Vendor and the Purchaser agree to report
the  sale  and  purchase  of  the

<PAGE>

Business  Assets  for  all  federal,  state  and  local tax purposes in a manner
consistent  with  the  following:

(a)     to  the  Assumption  of  Indebtedness,  the  sum  of  $43,856;

(b)     to  the  Current  Assets,  including Equipment and Inventory, the sum of
$6,448;

(c)     to  the  Fixed  Assets,  including  Leased Property, the sum of $82,637;

(d)     to  the  Goodwill,  the  sum  of  $80,915;  and

(e)     to  the  remaining  Business  Assets,  the  sum  of  $35,072.

3.3          The  Vendor makes no representation or warranty that the allocation
of  the  Purchase  Price  pursuant  to Clause 3.2 herein will be accepted by the
Minister  of  National  Revenue.

4.          PAYMENT  OF  THE  PURCHASE  PRICE

4.1          The  Vendor  acknowledges  that  the Purchaser has, pursuant to the
License  Agreement,  advanced  $170,000.00  (the  "Advance") to the Vendor.  The
Vendor hereby agrees to accept the Advance in full and final payment of $170,000
of  the  Purchase  Price.  The  Purchaser  agrees  to assume current debt of the
Vendor  in  the  amount  of  $28,928.68 (the "Assumption") and the Vendor hereby
acknowledges  the  Assumption  as  full  and  final payment of $28,928.68 of the
Purchase  Price.

4.2          On  the  Closing Date, the Purchaser will deliver to the Vendor the
Purchase  Shares  and  the  Warrants.

4.3          The  Vendor, the Principals and the Purchaser hereby mutually agree
that  this  Agreement will supersede and replace the License Agreement as of the
Closing  Date.

4.4          The  Vendor, the Principals and the Purchaser hereby agree that all
claims  in  connection  with  the  License Agreement will be fully satisfied and
extinguished  and  each  of  the  Vendor,  the Principals and the Purchaser will
remise, release and forever discharge each other party to this Agreement and its
directors,  officers  and  employees  from  any  and all obligations of any kind
whatsoever  in  connection  with  the  License  Agreement.

4.5          The  Vendor  acknowledges that the Purchase Shares and the Warrants
have  not  been  registered under the Unites States Securities Act of 1933  (the
"1933  Act"),  or  under any state securities or "blue sky" laws of any state of
the  United States, and, unless so registered, may not be offered or sold in the
United  States or to U.S. Persons, except pursuant to an exemption from, or in a
transaction  not subject to, the registration requirements of the 1933 Act.  The
Vendor  further  acknowledges  that the Purchase Shares and the Warrants will be
subject  to  a  one year hold period; however, the Purchaser agrees that it will
add  registration  of  the  Purchase  Shares and the Warrants to any other share
registration that it may file with the Securities and Exchange Commission during
the  year.

<PAGE>

5.          CLOSING,  POSSESSION,  AND  ADJUSTMENTS

5.1          The  Closing  will  take  place  by  the  exchange  of  appropriate
solicitors'  undertakings,  or  at  such  other  place, date, and time as may be
mutually  agreed  upon  by  the parties hereto but no later than April 30, 1999.

5.2          The Vendor will deliver possession of the Business Assets, free and
clear  of  any  Encumbrances  and  of  any  other  claim  to  possession and any
tenancies,  to  the  Purchaser  on  the  Closing  Date.

5.3          All  revenues  and  expenses,  of  the Business and relating to the
Business  Assets will be adjusted between the Vendor and the Purchaser as at the
commencement  of  business  on the Closing Date to the effect that in respect of
any  period  before  that time the Vendor will bear all expenses and receive all
revenues  relating  to  the  Business  and the Business Assets and that from and
after  said  time  the Purchaser will bear all expenses and receive all revenues
relating  to  the  Business  and  the  Business  Assets.

6.          ASSUMPTION  OF  LIABILITY

6.1          Subject  to  the provisions of this Agreement, the Purchaser agrees
to  assume,  pay,  satisfy,  discharge,  perform  and fulfil, from and after the
Closing  Date,  all obligations and liabilities of the Business arising from and
after  the  Closing  Date.

6.2          It  is  understood  and agreed that from and after the Closing Date
the  Purchaser  will assume, pay, discharge and satisfy the Assumed Indebtedness
of the Vendor to the creditors described in Schedule "7" - Assumed Indebtedness,
and that at the Closing the Vendor and the Purchaser will execute and deliver an
Assumption  Agreement  whereby  the  Purchaser  covenants  to assume and pay the
Assumed  Indebtedness  and  to indemnify and save harmless the Vendor in respect
thereof.

6.3          The  Vendor  hereby  bargains,  sells, assigns, transfers, and sets
over unto the Purchaser all right, title, benefit, and interest which the Vendor
is entitled to or possessed of, in, to, or under all contracts, engagements, and
commitments  respecting  the Business or the Business Assets to have and to hold
unto  the  Purchaser  forever.

6.4          The  Vendor  and  the Purchaser 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  Vendor  therein  will  be held by the Vendor in trust for the
Purchaser  and  will  be  performed  by the Purchaser in the name of the Vendor.

6.5          Both  before  and  after  the  Closing  Date,  the  Vendor  and the
Purchaser  will  make all reasonable efforts to obtain the release of the Vendor
and  as  may  be applicable the Principals of the Vendor of their obligations in
respect  of  the  Assumed  Indebtedness  and the Material Contracts, and without
limiting the generality of Clause 20.1 the Vendor and the Purchaser will execute
and deliver such documents and instruments and do such acts and things as may be
required  for  said  purposes.

<PAGE>

6.6          Without  in  any  way  limiting Clause 11.3, the Purchaser will not
assume,  and  the  Vendor  will be solely responsible for and will indemnify and
hold harmless the Purchaser from and against any and all liabilities relating to
the Business up to the Closing Date and including all product liability, product
warranty,  intellectual  property  infringement and other claims and obligations
respecting  services rendered by the Vendor in connection with the Business, any
and  all  obligations  payable to or related to any past or present employees of
the  Vendor  and  any  and  all indebtedness of or related to the Business.  The
Purchaser  may  satisfy  any  such  obligations  not  assumed  by it 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 Vendor will reimburse the Purchaser
forthwith  following  demand  for  all  expenses  incurred  by  the Purchaser in
connection  therewith  including  all  legal  and  other  professional  fees and
disbursements,  interest,  penalties  or  other  amounts.

7.          ACKNOWLEDGEMENTS  OF  THE  VENDOR  AND  THE  PRINCIPALS

7.1          The  Vendor  and  the Principals acknowledge and agree that each of
them  have  been  advised  to consult their own independent legal, tax and other
advisors  with  respect  to the execution of this Agreement and the transactions
contemplated  by  this  Agreement.

8.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  VENDOR  AND  THE  PRINCIPALS

8.1          The  Vendor  and  the  Principals  represent  and  warrant  to  the
Purchaser, with the intent that the Purchaser will rely thereon in entering into
this  Agreement  and  in  concluding the transactions contemplated hereby, that:

(a)     the  Vendor is a corporation duly incorporated, validly existing, and in
good  standing  under  the  laws  of  the  State of Illinois, and has the power,
authority,  and  capacity to carry on the Business as presently conducted and to
enter  into  this  Agreement  and  carry  out  its  terms;

(b)     the  execution  and delivery of this Agreement and the completion of the
transactions  contemplated  hereby  have been duly and validly authorized by all
necessary  corporate  action  on  the  part  of  the  Vendor, and this Agreement
constitutes a valid and binding obligation of the Vendor enforceable against the
Vendor  in  accordance  with  its  terms;

(c)     the  Vendor is not a party to any lease or agreement to lease in respect
of  any  real  property,  whether  as  lessor  or  lessee, other than the Leases
described  and  attached in Schedule "2" - Leased Property.  Except as described
in  Schedule  "2", the Vendor occupies the Leased Property and has the exclusive
right  to  occupy  and use the Leased Property.  Each of the Leases of both real
and  personal  property  is  in  good standing and in full force and effect, and
neither  the  Vendor  nor any other party thereto is in breach of any covenants,
conditions or obligations contained therein.  The Vendor has provided a true and
complete  of  each  Lease  and  all  amendments  thereto  to  the  Purchaser;

<PAGE>

(d)     except  as  will  be  remedied by the consents, approvals, releases, and
discharges  described  in  Schedule "6" - Consents hereto, neither the execution
and  delivery  of this Agreement nor the performance of the Vendor's obligations
hereunder  will:

(i)     violate  or  constitute default under the constating documents, by-laws,
or  articles  of the Vendor, any order, decree, judgment, statute, by-law, rule,
regulation,  or restriction applicable to the Vendor, the Business or any of the
Business  Assets, or any contract, agreement, instrument, covenant, mortgage, or
security,  including  in  particular  the Material Contracts and the instruments
described  in Schedule "7"- Assumed Indebtedness, to which the Vendor is a party
or  which  are  binding  upon  the  Vendor,

(ii)     give  any  person  the right to terminate or cancel any of the Material
Contracts  or  the instruments described in Schedule "7" - Assumed Indebtedness,

(iii)     give  rise  to the creation or imposition of any Encumbrance on any of
the  Business  Assets,  or

(iv)     result  in the termination of any licence, permit, approval, consent or
authorization  held by the Vendor or necessary to the operation of the Business.

(e)     the  Vendor  owns and possesses and has good and marketable title to the
Business  Assets  free  and  clear  of all Encumbrances of every kind and nature
whatsoever  except  the  Permitted  Encumbrances;

(f)     except as otherwise disclosed in Schedule "3" - Machinery and Equipment,
and  reasonable  wear and tear excepted, the Business Assets are in good working
order  and  in  a functional state of repair and to the best of the knowledge of
the  Vendor  there  are  no  latent  defects  thereto;

(g)     with  the exception of the Excluded Assets, the Business Assets comprise
all  property  and  assets  used  by the Vendor in connection with the Business;

(h)     except  for  the  Permitted  Encumbrances,  the Vendor does not have any
indebtedness  which  might  by  operation  of  law or otherwise now or hereafter
constitute  an  Encumbrance  upon  any  of  the  Business  Assets;

(i)     no  person other than the Purchaser has any written or oral agreement or
option  or  any  right  or privilege (whether by law, preemptive or contractual)
capable  of becoming an agreement or option for the purchase or acquisition from
the Vendor of any of the Business Assets, other than pursuant to purchase orders
accepted  by  the  Vendor  in  the  ordinary  course  of  the  Business;

(j)     the  Vendor  is  not  the  beneficial or registered owner of and has not
agreed  to  acquire any real property or any interest in any real property.  The
Vendor  has  the  exclusive  right  to possess, use and occupy all of the Leased
Property.  All

<PAGE>

buildings,  structures,  improvements  and  appurtenances situated on the Leased
Property  are in good operating condition and in a state of good maintenance and
repair  and  are  adequate  and  suitable  for  the  purposes for which they are
currently  being  used, and the Vendor has adequate rights of ingress and egress
for  the  operation  of  the  Business  in  the  ordinary  course.  None of such
buildings, structures, improvements or appurtenances (or any equipment therein),
nor  the  operation or maintenance thereof, violates any restrictive covenant or
any  provision  of  any federal, provincial or municipal law, ordinance, rule or
regulation, or encroaches on any property owned by others.  Without limiting the
generality  of  the  foregoing:

(i)     the  Leased  Property,  the  current uses thereof and the conduct of the
Business  comply  with  all regulations, statutes, enactments, laws and by-laws,
including,  without  limitation,  those  dealing  with  zoning, parking, access,
loading  facilities,  landscaped  areas,  building construction, fire and public
health  and  safety  and  Environmental  Laws,

(ii)     no  alteration,  repair,  improvement  or  other work has been ordered,
directed or requested in writing to be done or performed to or in respect of the
Leased  Property  or to any of the plumbing, heating, elevating, water, drainage
or  electrical  systems, fixtures or works by any municipal, provincial or other
competent authority, which alteration, repair, improvement or other work has not
been  completed,  and  the  Vendor  knows of no written notification having been
given  to  it of any such outstanding work being ordered, directed or requested,
other  than  those  that  have  been  complied  with,

(iii)     all  accounts  for work and services performed and materials placed or
furnished upon or in respect of the Leased Property at the request of the Vendor
have  been  fully  paid and satisfied, and no person is entitled to claim a lien
under  any applicable builders lien or similar legislation in other provinces of
Canada  against  the  Leased  Property  or  any part thereof, other than current
accounts  in  respect  of  which  the  payment  due  date  has  not  yet passed,

(iv)     there  is nothing owing in respect of the Leased Property by the Vendor
to any municipal corporation or to any other corporation or commission owning or
operating  a public utility for water, gas, electrical power or energy, steam or
hot  water,  or  for  the use thereof, other than current accounts in respect of
which  the  payment  due  date  has  not  yet  passed,

(v)     no  part  of  the  Leased Property has been taken or expropriated by any
federal,  provincial, municipal or other competent authority, nor has any notice
or  proceeding  in  respect  thereof  been  given  or  commenced,

(vi)     the  Permitted  Encumbrances  constitute  all  of  the  Encumbrances,
agreements,  indentures  and  other  matters  that  affect  the Leased Property,

<PAGE>

(vii)     the  Leased  Property  (including  all  buildings,  improvements  and
fixtures)  is  fit  for its present use, and there are no material or structural
repairs  or  replacements  that are necessary or advisable and, without limiting
the  foregoing,  there  are  no  repairs to, or replacements of, the roof or the
mechanical,  electrical,  heating,  ventilating,  air-conditioning,  plumbing or
drainage  equipment  or  systems that are necessary or advisable; and the Leased
Property  is  not  currently undergoing any alteration or renovation nor are any
such  alterations  or  renovations  contemplated,  and

(viii)     the  Leased  Property  is  fully  serviced and has suitable access to
public  roads,  and  there  are  no outstanding levies, charges or fees assessed
against  the  Leased  Property by any public authority (including development or
improvement  levies,  charges  or  fees);

(k)     except  as otherwise provided herein, Schedule "4" - Material Contracts,
discloses  all Contracts, engagements, and commitments, whether oral or written,
relating  to  the  Business  or  the  Business  Assets  including  in particular
contracts,  engagements,  and  commitments:

(i)     out  of  the  ordinary  course  of  Business,

(ii)     which  entail the payment of in excess of $1,000.00 during any one year
period,

(iii)     respecting ownership of or title to any interest or claim in or to any
property  making  up  the  Business  Assets,

(iv)     respecting  Intellectual  Property,

(v)     respecting  any  agreement  of  guarantee,  support,  indemnification,
assumption  or  endorsement  of,  or any similar commitment with respect to, the
obligations, liabilities (whether accrued, absolute, contingent or otherwise) or
indebtedness  of  any other person except for cheques endorsed for collection in
the  ordinary  course  of  the  Business,

(vi)     any  trust  indenture,  mortgage,  promissory  note,  loan  agreement,
guarantee or other contracts for the borrowing of money or a leasing transaction
of  the  type  required  to be capitalized in accordance with generally accepted
accounting  principles,

(vii)     any  contracts  for capital expenditures in excess of $1,000.00 in the
aggregate,

(viii)     any contract for the sale of any assets other than sales of inventory
to  customers  in  the  ordinary  course  of  the  Business,

<PAGE>

(ix)     any contract pursuant to which the Vendor is a lessor of any machinery,
equipment,  motor  vehicles,  furniture, fixtures or other personal property, or

(x)     any  confidentiality,  secrecy  or non-disclosure contract, (whether the
Vendor  is  a beneficiary or obligant thereunder) relating to any proprietary or
confidential  information  or  any  non-competition  or  similar  contract;

(l)     Schedule  "4"  -  Material  Contracts, contains an accurate and complete
description  of  all  material particulars respecting the Material Contracts and
except  as  disclosed  in  said  Schedule:

(i)     there has not been any default in any obligation or liability in respect
of  said Contracts, engagements, or commitments by the Vendor and the Vendor has
performed  all of the obligations required to be performed by it and is entitled
to  all  benefits  under  the  Material  Contract,

(ii)     there  has  not been any amendment, modification, variation, surrender,
or  release  of  said  Contracts,  engagements,  and  commitments,  and

(iii)     each  of  said  Contracts,  engagements,  and  commitments  is in good
standing  and  in  full force and effect and the Vendor has performed all of the
obligations  required  to  be  performed  by  it and is entitled to all benefits
thereunder,  and  as is not in default or alleged to be in default in respect of
any  Material  Contract  or  any  other  Contracts,  engagements  or commitments
provided for in this Agreement, to which the Vendor is a party or by which it is
bound;

(m)     Schedule  "7"  - Assumed Indebtedness, contains an accurate and complete
description  of  all  instruments  evidencing  or pertaining to and all material
particulars respecting the Assumed Indebtedness including the amounts thereof as
at  the  dates  therein specified (or where the exact amount cannot be obtained,
reasonably  accurate  estimates thereof) and the material terms of repayment and
interest  rates  applicable  thereto;

(n)     the  amount  of  Assumed  Indebtedness  as  at the Closing Date will not
exceed  $30,000;

(o)     all  Licences  required  for  the  conduct in the ordinary course of the
operations  of  the Business and the uses to which the Business Assets have been
put have been obtained and are in good standing and such conduct and uses are in
compliance  with  such  licences and permits and with all laws, zoning and other
bylaws,  building  and  other  restrictions,  rules, regulations, and ordinances
applicable to the Business and the Business Assets and neither the execution and
delivery  of  this  Agreement nor the completion of the purchase and sale hereby
contemplated  will  give  any  person  the right to terminate or cancel the said
licenses  or  permits  or  affect  such  compliance;

<PAGE>

(p)     there  are  no  actions, suits, proceedings, investigations, complaints,
orders,  directives,  or  notices  of  defect or non-compliance by or before any
court,  governmental  or  domestic  commission,  department, board, tribunal, or
authority,  or administrative, licensing, or regulatory agency, body, or officer
issued,  pending, or to the best of the Vendor's knowledge threatened against or
affecting  the  Vendor  or  in  respect  of  the Business or any of the Business
Assets;

(q)     the  Financial  Statements of the Vendor attached hereto as Schedule "1"
-Financial  Statements,  were  prepared  in  accordance  with generally accepted
accounting  principles consistently applied and are true and correct and present
fairly  and  completely  the  assets,  liabilities  (whether  accrued, absolute,
contingent  or  otherwise),  and  the  financial condition of the Vendor and the
results  of the operation of the Business for the periods reported thereby.  The
financial  position  and condition of the Vendor is now at least as good as that
shown  on  or  reflected  in the Financial Statements provided to the Purchaser;

(r)     all  outstanding  commitments  by  or  on  behalf  of the Vendor for the
purchase  or  sale  of  inventory and supplies have been made in accordance with
established  price  lists of the Vendor or its suppliers or if otherwise then in
accordance  with  the  Vendor's  normal  business  custom  in varying therefrom;

(s)     the books and records of the Vendor present fairly and completely in all
material  respects,  in  accordance with generally accepted accounting practices
consistently  applied,  the  matters  which  said  books  and records purport to
present,  and  all material financial transactions of the Vendor relating to the
Business  have  been  accurately  recorded  in  said  books  and  records;

(t)     there  is  no requirement to make any filing with, give any notice to or
to obtain any licence, permit, certificate, registration, authorization, consent
or  approval  of, any governmental or regulatory authority as a condition to the
lawful  consummation  of the transactions contemplated by this Agreement, except
for  the filings, notifications, licences, permits, certificates, registrations,
consents  and  approvals  described  in  Schedule "6" - Consents, or that relate
solely to the identity of the Purchaser or the nature of any business carried on
by  the  Purchaser;

(u)     there  is  no  requirement  under  any Material Contract relating to the
Business or the Business Assets to which the Vendor is a party or by which it is
bound  to give any notice to, or to obtain the consent or approval of, any party
to  such agreement, instrument or commitment relating to the consummation of the
transactions  contemplated  by  this  Agreement  except  for  the notifications,
consents  and  approvals  described  in  Schedule  "6"  -  Consents;

(v)     since  April  1,  1999,  the  Business  has  been carried on only in the
ordinary  and  normal  course  consistent  with past practices and there has not
been:

<PAGE>

(i)     any  change,  event,  or  circumstance  which would materially adversely
affect  the  affairs,  assets,  liabilities,  earnings, prospects, operation, or
condition  of  the  Business,

(ii)     any  loss, damage, or destruction, whether or not covered by insurance,
which  would  materially adversely affect the affairs, prospects, operations, or
condition  of  the  Business  or  the  Business  Assets,

(iii)     any  material  increase  in the compensation or benefits payable or to
become  payable  by  the Vendor to any of its officers, directors, employees, or
agents,

(iv)     any  obligation  or liability (whether absolute, accrued, contingent or
otherwise and whether due or to become due) incurred by the Vendor in connection
with  the  Business, other than those incurred in the ordinary and normal course
of  the  Business  and  consistent  with  past  practice,

(v)     any  licence,  sale, assignment, transfer, disposition, pledge, mortgage
of  granting  of  a security interest or other Encumbrance on or over any of the
Business  Assets, other than sales of inventory to customers in the ordinary and
normal  course  of  the  Business,

(vi)     any  capital  expenditures  or  commitments relating to the Business or
Business  Assets  in  excess  of  $1,000.00,

(vii)     any  cancellation of any debts or claims or any amendment, termination
or  waiver of any rights of value to the Business in amounts exceeding $1,000.00
in  each  instance  or  $5,000.00  in  the  aggregate,  or

(viii)     any change in the accounting or tax practices followed by the Vendor;

(w)     the  Vendor has duly filed on a timely basis all tax returns and reports
required to be filed by it including all federal, state and municipal income tax
returns  and  has  paid all taxes that are due and payable, and all assessments,
re-assessments,  governmental  charges,  penalties,  interest  and fines due and
payable by it prior to the Closing Date.  The Vendor has made adequate provision
for  taxes  payable  in  respect  of the Business for the current period and any
previous  period  for  which  tax returns are not yet required to be filed.  The
Vendor has remitted to the appropriate tax authority, when required by law to do
so,  all  amounts  collected  by  it on account of any state, municipal or local
sales  tax;

(x)     all  required  tax  returns  have  been filed and are true, complete and
correct,  and  all  taxes  and  other  government  charges including all income,
excise,  sales,  business  and  property  taxes  and  other  rates,  charges,
assessments, levies, duties, taxes, contributions, fees and licenses required to
be paid have been paid for all periods prior to the Closing Date and the Company
does  not  have  any  deferred  tax  liability;

<PAGE>

(y)     there  are no agreements, waivers or other arrangements providing for an
extension  of time with respect to the filing of any tax return by or payment of
any  tax,  governmental charge or deficiency by the Vendor, and to the knowledge
of the Vendor there are no contingent tax liabilities or any grounds which would
prompt  a reassessment, including aggressive treatment of income and expenses in
filing  earlier  tax  returns;

(z)     the Vendor, in respect of the Business and the Business Assets, has been
and  is  in  compliance  with  all  Environmental  Laws;

(aa)     the  Vendor  has  obtained all necessary Environmental Permits, if any.
Each  Environmental  Permit  is  valid, subsisting and in good standing, and the
Vendor is not in default or breach of any Environmental Permit and no proceeding
is  pending  or  threatened  to  revoke  or  limit  any  Environmental  Permit;

(bb)     the  Vendor, in connection with the Business, has not used or permitted
to  be  used,  except  in  compliance  with  all  Environmental Laws, any of its
property  (including  any  of  the  Leased  Property) or facilities to generate,
manufacture,  process,  distribute,  use, treat, store, dispose of, transport or
handle  any  hazardous  substance;

(cc)     no  building, structure or improvement located on Leased Property is or
ever has been insulated with urea formaldehyde insulation, nor do such buildings
or  structures  contain  any  aluminium  wiring or friable asbestos or any other
substance  containing  asbestos;

(dd)     the  Vendor  has  never  received  any notice of or been prosecuted for
non-compliance  with  any  Environmental  Laws,  nor  has the Vendor settled any
allegation  of  non-compliance  short  of  prosecution.  There  are no orders or
directions  relating  to  environmental  matters  requiring any work, repairs or
construction  or capital expenditures to be made with respect to the Business or
the  Business  Assets,  nor  has  the Vendor received notice of any of the same;

(ee)     the  Vendor has not caused or permitted, nor does it have any knowledge
of, the release, in any manner whatsoever, of any hazardous substance on or from
any  of its properties or assets (including any of the Leased Property) utilized
in  the Business, or any such release on or from a facility owned or operated by
third  parties,  but  with  respect  to  which the Vendor in connection with the
Business  is  or  may  reasonably  be  alleged to have liability.  All hazardous
substances and all other wastes and other materials and substances used in whole
or  in  part by the Vendor in connection with the Business or resulting from the
Business  have  been  disposed  of,  treated  and  stored in compliance with all
Environmental  Laws;

(ff)     the  Vendor  has not received any notice that the Vendor is potentially
responsible for a federal, state, municipal or local clean-up site or corrective
action  under  any  Environmental  Laws  in  connection  with the Business.  The
Vendor,  in  connection

<PAGE>

with  the  Business,  has not received any request for information in connection
with  any  federal,  state,  municipal  or local inquiries as to disposal sites;

(gg)
i)     Schedule  "5"  - Intellectual  Property,  sets   out   details   of   all
licences  and  other  contracts   that   relate   to   Intellectual   Property,

(ii)     the  Intellectual  Property  comprises all intellectual property assets
necessary  to  conduct  the  Business,

(iii)     the  Vendor  is  the  legal  and  beneficial owner of the Intellectual
Property,  free and clear of all Encumbrances, and is not a party to or bound by
any  contract  or  any  other  obligation  whatsoever that limits or impairs its
ability  to  sell,  transfer,  assign  or convey, or that otherwise affects, the
Intellectual  Property,

(iv)     no  person other than the Purchaser has been granted any interest in or
right  to  use  all  or  any  portion  of  the  Intellectual  Property,

(v)     to  the  Vendor's  knowledge,  the Vendor's use, sale and licence of the
Intellectual Property and the conduct of the Business does not infringe upon, or
induce  or  contribute to the infringement of, the intellectual property rights,
domestic  or  foreign,  of  any  other  person,

(vi)     the  Vendor  is not aware of any claim of infringement (or the inducing
of  or  contribution to the infringement) of any intellectual property rights of
any  other person arising from the use of the Intellectual Property, nor has the
Vendor  received  any notice that the conduct of the Business, including the use
of  the  Intellectual  Property,  infringes  upon  or  breaches any intellectual
property  rights  of  any  other  person.  The Vendor, after due inquiry, has no
knowledge  of  any  infringement  or  violation by any third party of any of the
Vendor's  rights  in  the  Intellectual  Property,

(vii)     the  Vendor  is not aware of any fact, reason, action or inaction that
adversely  affects  the  scope,  validity  or  enforceability  of  any  of  the
Intellectual  Property,

(viii)     the  Vendor has provided to the Purchaser a true and complete copy of
all  contracts,  applications (including prosecution history), registrations and
amendments  thereto  that  comprise  or relate to the Intellectual Property, and

(ix)     no  funding  used  in  the  research,  development  and  testing of the
invention,  originated from a governmental source or any other person outside of
Vendor;

(hh)     the  Vendor  has  the Business Assets insured against loss or damage by
all  insurable  hazards  or risks on a replacement cost basis and such insurance
coverage will be continued in full force and effect to and including the Closing

<PAGE>

Date.  The  Vendor  is  not  in  default  with  respect to any of the provisions
contained  in any such insurance policy and has not failed to give any notice or
present  any  claim  under any such insurance policy, in due and timely fashion.
The  Vendor  has  provided or will provide upon request a true copy of each such
insurance  policy  to  the  Purchaser;

(ii)     no officer, director or shareholder of the Vendor and no entity that is
affiliated  or  associated  with  one  or  more  of  such  individuals:

(i)     owns,  directly  or  indirectly,  any  interest  in  (except  for shares
representing  less  than  one per cent of the outstanding shares of any class or
series  of any publicly traded company), or is an officer, director, employee or
consultant of, any person that is, or is engaged in business as, a competitor of
the Business or a lessor, lessee, supplier, distributor, sales agent or customer
of  the  Business,

(ii)     owns,  directly  or  indirectly, in whole or in part, any property that
the  Vendor  uses  in  the  operations  of  the  Business,  or

(iii)     has any cause of action or other claim whatsoever against, or owes any
amount  to,  the  Vendor  in  connection  with  the  Business,  except  for  any
liabilities  reflected  in  the  Financial Statements and claims in the ordinary
course  of  business;

(jj)     there  has  been no termination or cancellation of, and no modification
or  change  in,  the  Vendor's  business relationship with any major customer or
group of major customers.  The Vendor has no reason to believe that the benefits
of any relationship with any of the major customers or suppliers of the Business
will  not  continue  after  the Closing Date in substantially the same manner as
prior  to  the  date  of  this  Agreement;

(kk)     there are no liabilities of the Vendor or its associates or affiliates,
whether or not accrued and whether or not determined or determinable, in respect
of  which  the  Purchaser  may become liable on or after the Closing Date, other
than  the  Assumed  Indebtedness;  and

(ll)     neither  this  Agreement nor any document to be delivered by the Vendor
nor  any  certificate,  report,  statement  or  other documents furnished by the
Vendor  in  connection  with  the negotiation of this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material  fact  necessary  to make the statement contained herein or therein not
misleading.  The  Vendor  had  disclosed to the Purchaser everything material or
cogent in connection with the business and affairs of the Vendor and its status,
and  nothing  stated  to  the  Purchaser  has  been  misleading.

9.          REPRESENTATIONS  OF  THE  PURCHASER

<PAGE>

9.1          The  Purchaser  represents  and  warrants to the Vendor as follows,
with  the  intent  that  the  Vendor  will  rely  thereon  in entering into this
Agreement  and  in  concluding  the purchase and sale contemplated hereby, that:

(a)     the  Purchaser is a corporation duly incorporated, validly existing, and
in  good  standing  under  the  laws of Canada and has the power, authority, and
capacity  to  enter  into  this  Agreement  and  to  carry  out  its  terms;

(b)     the  execution  and delivery of this Agreement and the completion of the
transactions  contemplated  hereby  has  been duly and validly authorized by all
necessary  corporate  action  on  the  part of the Purchaser, and this Agreement
constitutes  a  valid and binding obligation of the Purchaser in accordance with
its  terms;

(c)     there  is no requirement for the Purchaser to make any filing with, give
any  notice  to  or  obtain  any  licence,  permit,  certificate,  registration,
authorization, consent or approval of, any government or regulatory authority as
a  condition to the lawful consummation of the transactions contemplated by this
Agreement;  and

(d)     the  Purchaser  has  received and agreed with the terms of the agreement
between  Stephen  Meade  and  the  Vendor.

10.          COVENANTS  OF  THE  VENDOR

10.1          Between  the  date  of  this  Agreement  and the Closing Date, the
Vendor:

(a)     will  not sell or dispose of any of the Business Assets, except only the
sale  of  Inventory  in  the  ordinary  course of business and will preserve the
Business  Assets  intact  without  any  further  Encumbrances;

(b)     will  not  make  or  agree  to  make any payment to any of the officers,
directors,  employees,  or agents of the Vendor except in the ordinary course of
business and at the regular rates of compensation now in effect or as reasonable
reimbursement  for  expenses  incurred  by  such  persons in connection with the
Business;

(c)     will  conduct  the  Business  diligently and only in the ordinary course
consistent  with past practice, keep the Business Assets in their present state,
and  endeavour  to  preserve  the  organization  of  the Business intact and the
goodwill  of  the  suppliers  and customers and others having business relations
with  the  Vendor  relating  to  the  Business;

(d)     will  maintain  insurance  coverage  of  the  scope  and  in the amounts
presently  held  in  full force and effect and shall take out, at the expense of
the  Purchaser,  such additional insurance as may reasonably be requested by the
Purchaser  and  shall give all notices and present all claims under all policies
of  insurance  in  a  due  and  timely  fashion;

<PAGE>

(e)     will afford the Purchaser and its authorized representatives full access
during  normal  business hours to the Business Assets and all other property and
assets  utilized  in  the  Business  and without limitation all title documents,
abstracts  of  title,  deeds, leases, contracts, financial statements, policies,
reports,  licenses,  books,  records,  and  other  such material relating to the
Business,  and  furnish  such  copies  thereof  and  other  information,  as the
Purchaser  may  reasonably  request;

(f)     will  use  its  best  efforts  to  procure and obtain at or prior to the
Closing  Date  all  such consents, approvals, releases, and discharges as may be
required to effect the transactions contemplated hereby from all federal, state,
municipal  or  other  governmental or regulatory bodies and from all other third
parties  as  necessary;

(g)     will  use its best efforts to obtain the acknowledgement of Steven Meade
that  this  Agreement  supersedes  and  replaces the License Agreement as of the
Closing  Date;

(h)     will  use  its  best  efforts  to  obtain  a  release of the Vendor, the
Business  and  Steven  Meade  from any liability with respect to the Cole Taylor
Bank  Line  of  Credit;

(i)     will, deliver to the Purchaser true copies of the Material Contracts and
full  particulars of and true copies of all instruments evidencing or pertaining
to  the  Assumed  Indebtedness;

(j)     at the request of the Purchaser, the Vendor shall execute such consents,
authorizations  and  directions  as may be necessary to permit any inspection of
the  Business  or  any  of the Business Assets or to enable the Purchaser or its
authorized  representatives  to  obtain  full  access  to  all files and records
relating  to  the  Business or the Business Assets maintained by governmental or
other  public  authorities;

(k)     the  Vendor  shall  pay  and  discharge  the  liabilities  of the Vendor
relating to the Business in the ordinary course and consistent with the previous
practice  of  the  Vendor,  except  those contested in good faith by the Vendor;

(l)     the  Vendor  shall use its best efforts to take or cause to be taken all
necessary  corporate  action,  steps  and  proceedings  to approve and authorize
validly and effectively the transfer of the Business Assets to the Purchaser and
the  execution  and  delivery  of  this  Agreement  and  any other Agreements or
documents  contemplated hereby including, if necessary, the passing of a special
resolution  of shareholders and to cause all necessary meetings of directors and
shareholders  of  the  Vendor  to  be  held  for  such  purpose;  and

(m)     will not, without the prior written consent of the Purchaser, enter into
any  transaction  or  refrain from doing any action that, if effected before the
date  of  this  Agreement,  would  constitute  a  breach  of any representation,
warranty,  covenant  or other obligation of the Vendor contained herein, and the
Vendor  shall  not  enter  into  any  material supply agreements relating to the
Business  or  make  any  material decisions or enter into any material contracts
with respect to the Business without the consent of the Purchaser, which consent
shall  not  be  unreasonably  withheld.

<PAGE>

10.2          The  Vendor will within 30 days after the Closing Date, change its
name  and  the  names  of  any  of  its associated or affiliated businesses that
include  the  words  "VirtualSellers.com"  to  a name dissimilar to the Business
name.  The Vendor agrees that from and after the Closing Date neither the Vendor
nor  any  of its associated or affiliated businesses, if any, will use the words
"VirtualSellers.com"  or  any  part thereof or any similar words in any business
name  or  business  venture.

10.3          The  Vendor and the Principals covenant and agree to indemnify and
hold  harmless  the  Purchaser  from  and  against:

(a)     except  as  to  the  Assumed  Indebtedness which by the terms hereof are
specifically  to  be  assumed  or  paid  by  the  Purchaser,  any and all debts,
obligations,  and  liabilities,  whether  accrued,  absolute,  contingent,  or
otherwise,  existing  at  the  time  of  Closing, respecting the Business or the
Business Assets; and the Purchaser may, but will not be bound to, pay or perform
same  and  all  moneys  so  paid  by  the  Purchaser in doing so will constitute
indebtedness  of  the  Vendor  to  the  Purchaser  hereunder;

(b)     any  and  all damage or deficiency resulting from any misrepresentation,
misstatement,  breach  of warranty, or the non-fulfilment of any covenant on the
part  of  the  Vendor  under  this Agreement or under any document or instrument
delivered  pursuant  hereto  or  in  connection  herewith;

(c)     any  and  all claims, actions, suits, proceedings, demands, assessments,
judgments, charges, penalties, costs, and expenses (including the full amount of
any legal expenses invoiced to the Purchaser) which arise or are made or claimed
against  or  are  suffered or incurred by the Purchaser in respect of any of the
foregoing;  and

(d)     any  and all losses suffered or incurred by the Purchaser as a result of
or  arising directly or indirectly out of or in connection with the operation of
the  Business  up  to  the  Closing  Date.

10.4          The  exercise  of  any rights or inspection by or on behalf of the
Purchaser  under  Clause  11.1 shall not mitigate or otherwise affect any of the
representations  and  warranties of the Vendor hereunder which shall continue in
full  force  and  effect  as  provided  in  Clause  9.1.

11.          COVENANTS  OF  THE  PURCHASER

11.1          Between  the  date  of  this  Agreement  and the Closing Date, the
Purchaser will make all reasonable efforts to obtain and procure in co-operation
with  the  Vendor  all consents, approvals, releases, and discharges required to
effect  the  transactions  contemplated  hereby.

11.2          Subject  to  the provisions of this Agreement, the Purchaser will,
from and after the Closing Date, pay as and when same become due and payable all
debts  and  liabilities  of  the Business which arise after the Closing Date and
punctually observe and perform all obligations to be performed in respect of the
Business  which  relate  to  any  period  after  said  date.

<PAGE>

11.3          Subject  to  the  provisions of this Agreement, from and after the
Closing Date, the Purchaser will indemnify and hold the Vendor harmless from and
against all liabilities of the Business arising after the Closing Date, provided
that  such  liabilities  are  in  no way due to any misrepresentation, breach of
warranty,  misstatement  or  breach  of  covenant or obligation hereunder by the
Vendor.

12.          NON-MERGER

12.1          The  representations, warranties, covenants, and agreements of the
Vendor  contained  herein  and  those contained in the documents and instruments
delivered  pursuant  hereto  or  in connection herewith will survive the Closing
Date,  and  notwithstanding  the  completion  of  the  transactions contemplated
hereby,  the  waiver  of  any  condition  contained  herein  (unless such waiver
expressly  releases  the  Vendor  of such representation, warranty, covenant, or
agreement),  or  any  investigation  by  the Purchaser, same will remain in full
force  and  effect.

12.2          The  representations, warranties, covenants, and agreements of the
Purchaser  contained herein and those contained in the documents and instruments
delivered  pursuant  hereto  or  in connection herewith will survive the Closing
Date,  and  notwithstanding  the  completion  of  the  transactions contemplated
hereby,  the  waiver  of  any  condition  contained  herein  (unless such waiver
expressly  releases the Purchaser of such representation, warranty, covenant, or
agreement),  or  any investigation by the Vendor, same will remain in full force
and  effect.

13.          CONDITIONS  PRECEDENT

13.1          The  obligation  of  the  Purchaser to consummate the transactions
herein  contemplated  is  subject  to  the  fulfilment  of each of the following
conditions  precedent  at  the  times  stipulated:

(a)     that  the  representations and warranties of the Vendor contained herein
are  true  and  correct  on  and  as at the Closing Date with the same force and
effect  as  if  such  representations and warranties were made as at the Closing
Date,  except  as  may be in writing disclosed to and approved by the Purchaser;

(b)     that  all  the terms, covenants, conditions, agreements, and obligations
hereunder on the part of the Vendor to be performed or complied with at or prior
to  the  Closing  Date;

(c)     that  between  the date hereof and the Closing Date no change, event, or
circumstance has occurred which materially adversely affects the Business Assets
or  the  prospects,  operation,  or  condition  of  the  Business  or  which,
significantly  reduces  the  value of the Business or the Business Assets to the
Purchaser;

(d)     that between the date hereof and the Closing Date there has not been any
substantial  loss,  damage, or destruction, whether or not covered by insurance,
to  any  of  the  Business  Assets;

<PAGE>

(e)     no  legal  or  regulatory  action  or  proceeding  shall  be  pending or
threatened  by  any person to enjoin, restrict or prohibit the purchase and sale
of  the  Business  Assets  contemplated  hereby;

(f)     that  at  the  Closing  Date,  there  shall  have been obtained from all
appropriate  federal,  state,  municipal or other governmental or administrative
bodies  such licences, permits, consents, approvals, certificates, registrations
and  authorizations  as  are required to be obtained by the Vendor to permit the
change of ownership of the Business Assets contemplated hereby, and all notices,
consents  and  approvals  with  respect  to  the  transfer  or assignment of the
Material  Contracts,  including,  without limitation those described in Schedule
"4"  hereof  have  been  obtained;

(g)     that  at  the  Closing Date, the Vendor shall have given or obtained the
notices,  consents  and  approvals described in Schedule "6" - Consents, in each
case  in  form  and  substance satisfactory to the Purchaser, acting reasonably;

(h)     that at the Closing Date, the Vendor will have agreed to the termination
of  the  License  Agreement;  and

(i)     that  at  the  Closing  Date, there will have been obtained from each of
Principals  executed  employee  agreements  with  the  Purchaser  in  a  form
satisfactory  to  the Purchaser and containing the terms customary for this type
of  agreement.

The  foregoing  conditions  of this Clause 14.1 are for the exclusive benefit of
the  Purchaser  and  may  be  waived in whole or in part by the Purchaser at any
time.  If  any  of  the  conditions  contained  in this Clause 14.1 shall not be
performed  or  fulfilled  at or prior to the Closing Date to the satisfaction of
the  Purchaser,  acting reasonably, the Purchaser, may, by notice to the Vendor,
terminate  this  Agreement  and  the obligations of the Vendor and the Purchaser
under  this  agreement,  provided  that  the  Purchaser may also bring an action
pursuant to Clause 11.3 against the Vendor for damages suffered by the Purchaser
where  the  non-performance  or non-fulfilment of the relevant condition is as a
result  of  a  breach  of  covenant,  representation  or warranty by the Vendor.

13.2          The obligation of the Vendor to consummate the transactions herein
contemplated  is  subject  to the fulfilment of each of the following conditions
precedent  at  the  times  stipulated:

(a)     that  the  representations  and  warranties  of  the Purchaser contained
herein  are  true  and correct on and as of the Closing Date with the same force
and effect as if such representations and warranties were made as at the Closing
Date,  except  as  may  be  in  writing disclosed to and approved by the Vendor;

(b)     that  all  terms,  covenants,  conditions,  agreements,  and obligations
hereunder  on  the  part of the Purchaser to be performed or complied with at or
prior  to  the  Closing,  including  in particular the Purchaser's obligation to
deliver  the  documents  and  instruments herein provided for in Clause 16, have
been  performed  and  complied  with  as  at  the  Closing.

<PAGE>

The  foregoing  conditions  of this Clause 14.2 are for the exclusive benefit of
the  Vendor and may be waived in whole or in part by the Vendor at any time.  If
any  of  the  conditions contained in this Clause 14.2 shall not be performed or
fulfilled  at  or  prior  to  the Closing Date to the satisfaction of the Vendor
acting  reasonably,  the  Vendor may, by notice to the Purchaser, terminate this
Agreement  and  the  obligations  of  the  Vendor  and  the Purchaser under this
Agreement,  provided that the Vendor may also bring an action pursuant to Clause
11.3  against the Purchaser for damages suffered by it where the non-performance
or  non-fulfilment  of  the  relevant  condition  is  as a result of a breach of
covenant,  representation  or  a  warranty  by  the  Purchaser.

14.          TRANSACTIONS  OF  THE  VENDOR  AT  THE  CLOSING

14.1          At  the Closing Date, the Vendor 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 Business Assets
in  the  Purchaser  free  and  clear  of  any Encumbrances (except the Permitted
Encumbrances  or  as  may be otherwise specifically provided herein) and without
limiting  the  foregoing,  will  execute and deliver or cause to be executed and
delivered:

(a)     a  bill  of  sale  (Absolute)  for  the  Equipment;

(b)     a  general  conveyance  of  the  Business  Assets;

(c)     all  consents, approvals, releases, and discharges as may be required to
effect  the  transactions  contemplated  hereby,  including  in particular those
described  in  Schedule  "6"  -  Consents;

(d)     a certificate of the Principals dated as of the Closing Date, acceptable
in  form  and  content  to  the  solicitors  for the Purchaser, certifying that:

(i)     the  conditions  set  out  in  Clause  14.1  have  been  satisfied,

(ii)     the  Directors  of the Vendor have passed a resolution duly authorizing
the  execution  and  delivery  of  this  Agreement  and  the  completion  of the
transactions  contemplated  hereby,

(iii)     the  shareholders  of  the  Vendor  have  passed  a  resolution  duly
authorizing  and  approving  the  sale  of  the  Business Assets as contemplated
hereby,  and

(iv)     the  shareholders  of  the  Vendor  have  passed  a  resolution  duly
authorizing the Vendor to change its name to permit the Business Name to be used
by  the  Purchaser  and  all  such  other  documents  and  instruments as may be
required;

(e)     for  the  purposes  of  Clauses  6.1  hereof, an affidavit of one of the
Principals  setting forth the names and addresses of the creditors pertaining to
the  Assumed Indebtedness and the amount of the indebtedness or liability due or
payable  to  each  such  creditor;

<PAGE>

(f)     unless  waived  by  the  Purchaser,  the favourable legal opinion of the
solicitors for the Vendor, in form satisfactory to solicitors for the Purchaser,
to the effect that all necessary steps and corporate proceedings have been taken
by  the  Vendor  to  permit  the sale of the Business and the Business Assets as
contemplated  hereby,  that  this  Agreement  and  all documents and instruments
delivered  pursuant  hereto have been duly and validly authorized, executed, and
delivered  by  the  Vendor  and  will  constitute  valid  and  legally  binding
obligations  of the Vendor, and confirming such other matters as the Purchaser's
solicitors  may  reasonably  require;

(g)     an  employment  agreement  duly  executed  by  each  of  the Principals;

(h)     all  such  documents  and instruments as may be necessary to transfer or
assign  the  Intellectual  Property;

(i)     executed  releases  by  any  third  parties  which have any Encumbrances
against  the  Business  Assets  other  than  the  Permitted  Encumbrances;

(j)     unless  waived  by  the  Purchaser,  certified  copies  of  any  and all
insurance  policies  relating  to the Business and Business Assets with transfer
and  consent  forms  duly  endorsed;

(k)     executed  assignments  of  all Leases described under the heading Leased
Property  in  Schedule  "2"  and all leases of personal property as described in
Schedule  "4"  -  Material  Contracts;  and

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

15.          TRANSACTIONS  OF  THE  PURCHASER  AT  THE  CLOSING

15.1          At the Closing the Purchaser will deliver or cause to be delivered
to  the  Vendor:

(a)     a  certificate of the secretary of the Purchaser dated as of the Closing
Date,  acceptable  in  form  and  content  to  the  solicitors  for  the Vendor,
certifying  that:

(i)     the  conditions  set  out  in  Clause  14.2  have  been  satisfied,  and

(ii)     the  Directors  of the Vendor have passed a resolution duly authorizing
the  execution  and  delivery  of  this  Agreement  and  the  completion  of the
transactions  contemplated  hereby;

(b)     share  certificates  representing  the  Purchase  Shares  and  warrant
certificates  representing  the  Warrants;  and

(c)     all such other documents and instruments as the Vendor or its solicitors
may  reasonably  require.

<PAGE>

16.          TAXES

16.1          All  taxes  arising  out of the purchase of the Business Assets as
contemplated  hereby  will  be  paid  by  the  Purchaser.

16.2          The Purchaser shall be liable for and shall pay all federal, state
and local sales taxes (including any retail sales taxes and land transfer taxes)
and  all  other  taxes,  duties,  fees or other like charges of any jurisdiction
properly  payable  in connection with the transfer of the Business Assets by the
Vendor  to  the  Purchaser.

17.          ASSETS  AT  RISK

17.1          From the date hereof to the Closing Date, the Business Assets will
remain  at  the  risk  of  the  Vendor.  If any of the Business Assets are lost,
damaged, or destroyed prior to the time of Closing, the Purchaser may in lieu of
terminating this Agreement pursuant to Clause 14.1 elect by notice in writing to
the Vendor to complete the purchase to the extent possible, and at the option of
the  Purchaser,  either:

(a)     the  Purchase  Price  will  be reduced by an amount equal to the cost of
making  good  such  loss,  damage,  or  destruction;  or

(b)     the  Vendor  will  assign  and  pay  over to the Purchaser all insurance
moneys  payable  in  respect  of  such  loss,  damage,  or  destruction.

18.          AGENTS

18.1          The  Vendor  warrants  to  the  Purchaser  that  no agent or other
intermediary  has been engaged by the Vendor in connection with the purchase and
sale  herein contemplated, and if there are any agent's commissions which become
due  and  payable  such  costs  and  expenses  will be the sole liability of the
Vendor.

19.          FURTHER  ASSURANCES

19.1          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.

20.          ASSIGNMENT

20.1          This Agreement may not be assigned by any party hereto without the
prior  written  consent  of  the  other  parties  hereto.

21.          SUCCESSORS  AND  ASSIGNS

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

<PAGE>

22.          COUNTERPARTS

22.1          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.  Regardless of the date of execution by any of the
parties  hereto, this Agreement will be dated for reference as of the date first
above  written.

23.          ELECTRONIC  MEANS

23.1          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.

24.          NOTICES

24.1          Any  notice required or permitted to be given under this Agreement
will be in writing and may be given by personal service or by prepaid registered
mail,  posted in Canada, and addressed to the proper party at the address stated
below:

(a)     if  to  the  Vendor:

VIRTUALSELLERS.COM,  Inc.
40  Shuman  Blvd.,  Suite  105
Naperville,  Illinois,  U.S.A.

(b)     if  to  the  Purchaser:

SUNCOM  TELECOMMUNICATIONS  INC.
120  North  LaSalle  Street,  Suite  1000
Chicago,  Illinois,  U.S.A.  60602

(c)     if  to  the  Principals:

KEVIN  WIELGUS  and  DOROTHY  TOMEK
536  South  Lyman,  Des  Plaines,  Illinois  60016

or  to  such  other address as any party may specify by notice in writing to the
other  parties.  Any  notice  delivered  on  a  Business  Day  will  be  deemed
conclusively to have been effectively given on the date notice was delivered and
any  notice  given by facsimile transmission will be deemed conclusively to have
been  given  on the date of such transmission.  Any notice sent by prepaid first
class  mail  will  be  deemed conclusively to have been effectively given on the
fifth  Business  Day after posting, but if at the time of posting or between the
time of posting and the tenth Business Day thereafter there is a strike, lockout
or  other  labour disturbance affecting postal service, then the notice will not
be  effectively  given  until  actually  delivered.

25.          REFERENCE  DATE

<PAGE>

25.1          This Agreement is dated for reference the 23rd day of April, 1999,
but  will become binding as of the date of execution and delivery by all parties
hereto  and  subject  to  compliance  with  the terms and conditions hereof, the
transfer  and possession of the Business Assets will be deemed to take effect as
at  the  close  of  business  on  the  Closing  Date.

26.          REFERENCES  TO  AGREEMENT

26.1          The  terms  "this  Agreement",  "hereof",  "herein",  "hereby",
"hereto",  and  similar  terms refer to this Agreement and not to any particular
clause,  paragraph  or  other  part of this Agreement.  References to particular
clauses  are  to clauses of this Agreement unless another document is specified.

27.          DISCLOSURE

27.1          The  Vendor  acknowledges  that the Purchaser is a publicly traded
Company  and as a result must publicly disclose information with respect to this
Agreement  and  the  transactions  contemplated  herein.  The  Vendor  agrees to
cooperate  with  the  Purchaser  in  this  regard  to the extent required by the
Purchaser  and  any  applicable  regulatory  body  and hereby consents to public
disclosure  of  the  terms  of  this Agreement and the transactions contemplated
herein.

IN  WITNESS  WHEREOF  the  parties have executed and delivered these presents on
April  _____,  1999.

VIRTUALSELLERS.COM,  INC.

Per:           /s/  signed
     Authorized  Signatory

SUNCOM  TELECOMMUNICATIONS  INC.

Per:           /s/  signed
     Authorized  Signatory

<TABLE>
<CAPTION>



<S>                                                                 <C>  <C>
                                                                      )
SIGNED, SEALED AND DELIVERED by KEVIN WIELGUS in the presence of:.    )
                                                                      )
/s/ Cary J. Berman . . . . . . . . . . . . . . . . . . . . . . . .    )
------------------------------------------------------------------    )
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
Cary J. Berman . . . . . . . . . . . . . . . . . . . . . . . . . .    )
------------------------------------------------------------------    )                /s/ Kevin Wielgus
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )                -----------------
2754 N. Hampden Ct #1905                                              )                    KEVIN WIELGUS
------------------------------------------------------------------    )
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
Chicago, IL 60614                                                     )
------------------------------------------------------------------    )
VP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
------------------------------------------------------------------    )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



<S>                                                                 <C>  <C>
                                                                      )
SIGNED, SEALED AND DELIVERED by DOROTHY TOMEK in the presence of:.    )
                                                                      )
/s/ Cary J. Berman . . . . . . . . . . . . . . . . . . . . . . . .    )
------------------------------------------------------------------    )
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
Cary J. Berman . . . . . . . . . . . . . . . . . . . . . . . . . .    )
------------------------------------------------------------------    )               /s/ Dorothy Tomek
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )               -----------------
2754 N. Hampden Ct #1905)                                             )                   DOROTHY TOMEK
------------------------------------------------------------------    )
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
Chicago, IL 60614                                                     )
------------------------------------------------------------------    )
VP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
------------------------------------------------------------------    )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
</TABLE>

<PAGE>

                                LIST OF SCHEDULES

Schedule     Description

     1     Financial  Statements

     2     Leased  Real  Property

     3     Machinery  and  Equipment

     4     Material  Contracts

     5     Intellectual  Property

     6     Consents

     7     Assumed  Indebtedness

<PAGE>

                                   SCHEDULE 1

                              FINANCIAL STATEMENTS

                                 (See attached)

<PAGE>
                                   SCHEDULE 2

                                 LEASED PROPERTY

                                 (See attached)


<PAGE>
                                   SCHEDULE 3

                             MACHINERY AND EQUIPMENT

                                 (See Attached)


<PAGE>
                                   SCHEDULE 4

                               MATERIAL CONTRACTS

1.     Lease Agreement, dated January 26, 1998, between OEC Building, L.L.C. and
Internet  Presence  Coordinators,  Inc.

2.     Lease  Agreement,  dated January 8, 1998, between G-Mark Leasing Ltd. and
Internet  Presence  Coordinators,  Inc.
3.


<PAGE>
                                   SCHEDULE 5

                              INTELLECTUAL PROPERTY

1.     Unregistered  trademark  "VirtualSellers.com".

2.     Domain  Names  registered  with  Network  Solutions,  Inc.  (InterNic):
       VIRTUALSELLERS.COM
       SILLYSURVEYS.COM
       PETSELLERS.COM
       CREATIVESELLERS.COM
       CAMPSELLERS.COM
       UNIVERSITYSELLERS.COM
       JEWELRYSELLERS.COM
       CITYSELLERS.COM
       GIFT-SELLERS.COM
       TRANSPORTATIONSELLERS.COM
       VIDEOSELLERS.COM
       WEDDINGSELLERS.COM
       GLOBALSELLERS.COM

3.     Any  software  associated  with  or used in connection with the Business.

4.     Any  source  code  prepared  on  behalf  of  the  Business.


<PAGE>
                                   SCHEDULE 6

                                    CONSENTS

1.     Consent  of  SM  BRELL  II,  L.P.  regarding  the assignment of the Lease
Agreement,  dated  January  26,  1998, between OEC Building, L.L.C. and Internet
Presence  Coordinators,  Inc.

2.     Consent  of  G-Mark  Leasing Ltd. Lease Agreement, dated January 8, 1998,
between  G-Mark  Leasing  Ltd.  and  Internet  Presence  Coordinators,  Inc.

3.     Discharge  of  Internet Presence Coordinators, Inc. and Steven Meade with
respect  to  any  continuing  liability  regarding  the Cole Taylor Bank Line of
Credit.


<PAGE>
                                   SCHEDULE 7

                              ASSUMED INDEBTEDNESS

1.     The  following  indebtedness  to  American  Express  Capital  Finance  in
connection  with  the  purchase  of  Equipment  for  the  Business:

          $1812.36 payable in monthly instalments of $61.05 until February, 2001
          $3363.38  payable  in monthly instalments of $114.79 until April, 2001
          $10,345.20 payable in monthly instalments of $353.07 until April, 2001

2.     Indebtedness  of  $18,044.00  to  Citibank  Visa  of  Dorothy  Tamec  in
connection  with  the  purchase  of  Equipment  for  the  Business.

3.     Current  accounts  payable  of  $10,291.