NONE  OF THE SECURITIES TO WHICH THIS AGREEMENT (AS DEFINED HEREIN) RELATES HAVE
BEEN  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933  ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY  BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS  (AS  DEFINED  HEREIN)  EXCEPT  PURSUANT  TO  AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH  CASE  ONLY  IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.

                      SETTLEMENT AND STOCK OPTION AGREEMENT
                      -------------------------------------

          THIS  made  ____  day  of  January,  2000,

BETWEEN:

VIRTUASELLERS.COM,  INC.,  of Suite 1000, 120 North LaSalle Street, Chicago, IL,
USA,  60602

(the  "Company")
                                                               OF THE FIRST PART

AND:

TODD  RUELLE,  businessman  of
6509 Rockland Drive, Clifton, VA  20124
-------------------------------------------------

("Ruelle")
                                                              OF THE SECOND PART

WHEREAS  pursuant  to a Settlement Agreement and Release, dated October 1, 1996,
Ruelle  has  agreed  to release (the "Release") the Company and its subsidiaries
from all claims and issues that he had, now has or which he may have against the
Company  and/or  its  subsidiaries  in consideration for the Company granting to
Ruelle  an  option  to  purchase  an  aggregate  of 100,000 common shares in the
capital  of  the  Company  (the  "Option") at the exercise price of CDN$1.28 per
common  share  on  the  terms and conditions as set forth in this Settlement and
Stock  Option  Agreement  (the  "Agreement').

NOW  THEREFORE  THIS  AGREEMENT WITNESSETH that in consideration of the premises
and  of the covenants and agreements set out herein, the parties hereto covenant
and  agree  as  follows:

1.     In this Agreement, the following terms shall have the following meanings:

(a)     "Expiry  Date"  means  January  31,  2001;

(b)     "Notice  of Exercise" means a notice in writing addressed to the Company
at  its  address first recited, which notice shall specify therein the number of
Optioned  Shares  in  respect  of  which  the  Option  is  being  exercised;

<PAGE>

(c)     "Option"  means  the irrevocable right and option to purchase, from time
to  time,  all,  or  any  part  of  the Optioned Shares granted to Ruelle by the
Company  pursuant  to  paragraph  2  hereof;

(d)     "Optioned  Shares" means the Shares of the Company, issuable on exercise
of  the  Option;

(e)     "Securities" means the Option and/or the Optioned Shares, as applicable;
and

(f)     "Shares"  means  the  common shares in the capital stock of the Company.

2.     In consideration of the Release provided by Ruelle, the Company agrees to
grant  to  Ruelle,  subject  to  the  terms  and  conditions  set  forth in this
Agreement,  the  Option  to  purchase  a total of One Hundred Thousand (100,000)
Optioned  Shares  at  the  price  of  CDN$1.28  per  Optioned  Share.

3.     The  Option  shall,  at  5:00  p.m.,  Vancouver time, on the Expiry Date,
forthwith  expire and terminate and be of no further force or effect whatsoever.

4.     In  the  event of the death of Ruelle on or prior to the Expiry Date, the
Option,  or  such  part  thereof as remains unexercised, may be exercised by the
personal  representative  of  Ruelle  at  any time prior to 5:00 p.m., Vancouver
time,  on the first (1st) anniversary of the date of death of Ruelle or prior to
5:00  p.m.,  Vancouver  time,  on  the  Expiry  Date,  whichever is the earlier.

5.     Ruelle  hereby  agrees  that,  upon  delivery to him of the Option by the
Company,  any  and  all  claims  that Ruelle has had, now has or may have in the
future  as against the Company, its subsidiaries and their respective directors,
officers  and/or agents will be fully satisfied and extinguished and Ruelle will
remise,  release  and forever discharge the Company, its subsidiaries and any of
their  respective  directors,  officers and employees from any and all manner of
actions,  causes  of  action,  suits,  debts, sums of money, due accounts, dues,
bonds,  covenants,  contracts, claims, demands, damages, costs, expenses and any
and all legal obligations of any and every kind and nature whatsoever, at law or
in  equity  or  under  any  statute,  whether  known  or  unknown,  suspected or
unsuspected  and which Ruelle had or may now have or which he hereafter may have
for  or  by reason of any matter, cause or thing and, in particular, but without
limitation, for or by reason of any matter, cause or thing which has been or may
be  sustained  in  consequence of Ruelle's relationship with the Company and its
subsidiaries as a director, officer, consultant, agent, employee or shareholder.

6.     Ruelle acknowledges that in making this Agreement he has been advised and
has  had an opportunity to obtain independent legal advice, he has exercised his
own independent judgment and he has not been influenced to any extent whatsoever
by any representations, statements or conduct of any description whatever on the
part  of  any  other  parties  to  this  Agreement.

7.     Subject  to  the  provisions  hereof,  the Option shall be exercisable in
whole  or  in part (at any time and from time to time as aforesaid) by Ruelle or
his  personal  representative  giving a Notice of Exercise together with payment
(by  cash  or  certified  cheque  made  payable  to  the Company) in full of the
purchase  price  for  the  number  of Optioned Shares specified in the Notice of
Exercise.

<PAGE>

8.     Upon  the  exercise  of  all or any part of the Option, the Company shall
forthwith  cause  the  registrar and transfer agent of the Company to deliver to
Ruelle  or his personal representative within ten (10) days following receipt by
the Company of the Notice of Exercise a certificate in the name of Ruelle or his
personal  representative  representing,  in  aggregate,  the  number of Optioned
Shares  specified  in the Notice of Exercise and in respect of which the Company
has  received  payment.

9.     Nothing  herein  contained shall obligate Ruelle to purchase any Optioned
Shares  except  those  Optioned  Shares  in  respect  of which Ruelle shall have
exercised  his  Option  in  the  manner  hereinbefore  provided.

10.     In  the  event of any subdivision, redivision or change of the Shares of
the  Company  at  any  time  prior  to  the Expiry Date into a greater number of
Shares,  the Company shall deliver at the time of any exercise thereafter of the
option  such  additional  number  of  Shares  as  would  have resulted from such
subdivision,  redivision  or change if such exercise of the Option had been made
prior  to  the  date  of  such  subdivision,  redivision  or  change.

11.     In the event of any consolidation or change of the Shares of the Company
at  any time prior to the Expiry Date into a lesser number of Shares, the number
of  Shares  deliverable  by the Company on any exercise thereafter of the Option
shall  be  reduced  to  such  number  of Shares as would have resulted from such
consolidation  or  change  if such exercise of the Option had been made prior to
the  date  of  such  consolidation  or  change.

12.     Ruelle  shall  have  no rights whatsoever as a shareholder in respect of
any  of  the  Optioned Shares (including any right to receive dividends or other
distribution  therefrom  or  thereon)  except in respect of which the Option has
been  properly  exercised  in  accordance  with  paragraph  7  hereof.

13.     Ruelle  must  complete,  sign  and  return  to the Company the following
documents:

(a)     two  (2)  executed  copies  of  this  Agreement;  and

(b)     a Prospective Investor Suitability Questionnaire in the form attached as
Appendix  1  (the  "Questionnaire").

14.     Ruelle  shall  complete,  sign  and  return  to  the  Company as soon as
possible,  on request by the Company, any documents, questionnaires, notices and
undertakings  as  may be required by regulatory authorities, stock exchanges and
applicable  law.

15.     Ruelle  acknowledges  and  agrees  that:

(a)     none of the Securities have been registered under 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, as that term is defined in Regulation S under the 1933 Act ("Regulation
S"),  except  pursuant to an exemption from, or in a transaction not subject to,
the  registration  requirements  of  the  1933  Act;

(b)     the Company has not undertaken, and will have no obligation, to register
any  of  the  Securities  under  the  1933  Act;

<PAGE>

(c)     Ruelle  has  carefully  read this Agreement, the Company's Form 20-F for
the  fiscal  period  ending  February  28, 1999, the Company's Form 10-Q for the
fiscal period ending August 30, 1999, and the Company's Form 10-Q for the fiscal
period  ending  November  30,  1999  (collectively  the  "Company Information");

(d)     the decision to execute this Agreement and acquire the Securities agreed
to  be  purchased  hereunder  has  not  been  based  upon  any  oral  or written
representation  as  to fact or otherwise made by or on behalf of the Company and
such decision is based entirely upon a review of the Company Information and any
other public information which has been filed by the Company with the Securities
and  Exchange  Commission in compliance, or intended compliance, with applicable
securities  legislation;

(e)     Ruelle  and Ruelle's advisor(s) have had a reasonable opportunity to ask
questions  of  and  receive  answers  from  the  Company  in connection with the
acquisition  of  the Securities hereunder, and to obtain additional information,
to  the  extent  possessed or obtainable without unreasonable effort or expense,
necessary  to  verify  the  accuracy of the information contained in the Company
Information;

(f)     the  books  and  records  of  the Company were available upon reasonable
notice  for  inspection,  subject  to  certain  confidentiality restrictions, by
Ruelle  during  reasonable business hours at its principal place of business and
that  all  documents,  records  and  books  in  connection  with the sale of the
Securities hereunder have been made available for inspection by Ruelle, Ruelle's
attorney  and/or  advisor(s);

(g)     all  information  which  Ruelle  has  provided  to  the  Company  in the
Questionnaire  concerning  itself,  its investor status, financial position, and
knowledge  and  experience  of  financial  and  business  matters is correct and
complete  as of the date the Questionnaire is signed, and if there should be any
change  in  such  information,  Ruelle will immediately provide the Company with
such  information;

(h)     the  Company  is  entitled to rely on the representations and warranties
and  the statements and answers of Ruelle contained in this Agreement and in the
Questionnaire, and Ruelle will hold harmless the Company from any loss or damage
it  may  suffer  as  a  result  of  Ruelle's  failure to correctly complete this
Agreement  or  the  Questionnaire;

(i)     it  will  indemnify and hold harmless the Company and, where applicable,
its respective directors, officers, employees, agents, advisors and shareholders
from  and  against  any  and  all  loss,  liability,  claim,  damage and expense
whatsoever  (including, but not limited to, any and all fees, costs and expenses
whatsoever  reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced
or  threatened)  arising  out of or based upon any representation or warranty of
Ruelle contained herein or in any document furnished by Ruelle to the Company in
connection  herewith  being  untrue  in  any  material  respect or any breach or
failure by Ruelle to comply with any covenant or agreement made by Ruelle to the
Company  in  connection  therewith;

<PAGE>

(j)     the  issuance  of  the  Securities to Ruelle will not be completed if it
would  be unlawful or if, in the discretion of the Company acting reasonably, it
is  not  in  the  best  interests  of  the  Company;

(k)     it  has  been  advised  to consult its own legal, tax and other advisors
with respect to the merits and risks of an investment in the Securities and with
respect  to applicable resale restrictions and it is solely responsible (and the
Company  is  not  in  any way responsible) for compliance with applicable resale
restrictions;

(l)     none of the Securities are not listed on any stock exchange or automated
dealer  quotation  system and no representation has been made to Ruelle that any
of  the  Securities will become listed on any stock exchange or automated dealer
quotation  system,  except  that  currently certain market makers make market in
shares  of  the Company on the National Association of Securities Dealers Inc.'s
Over-the-Counter  Bulletin  Board;

(m)     it  is  acquiring  the  Securities as principal for its own account, for
investment  purposes  only, and not with a view to, or for, resale, distribution
or  fractionalization  thereof,  in  whole or in part, and no other person has a
direct  or  indirect  beneficial  interest  in  such  Securities;

(n)     no  documents  in  connection with the sale of the Securities hereunder,
have  been  reviewed  by  the  Securities  and  Exchange Commission or any state
securities  administrators;  and

(o)     there  is  no  government  or  other  insurance  covering  any  of  the
Securities.

16.     Ruelle  hereby represents and warrants to and covenants with the Company
(which  representations, warranties and covenants shall survive the execution of
this  Agreement)  that:

(a)     Ruelle  is  a  U.S.  Person;

(b)     Ruelle  has  the legal capacity and competence to enter into and execute
this  Agreement  and  to  take  all  actions  required  pursuant  hereto;

(c)     Ruelle:

(i)     has  adequate net worth and means of providing for its current financial
needs  and  possible  personal  contingencies,

(ii)     has  no  need  for  liquidity  in  this  investment,  and

(iii)     is  able to bear the economic risks of an investment in the Securities
for  an  indefinite  period  of  time;

(d)     Ruelle  is  aware  that  an investment in the Company is speculative and
involves certain risks, including the possible loss of the investment and Ruelle
has  carefully read and considered the matters set forth under the heading "Risk
Factors"  appearing  in  the  Company's  Form  20-F;

<PAGE>

(e)     Ruelle  has  made  an  independent  examination  and investigation of an
investment  in  the Securities and the Company and has depended on the advice of
its  legal  and  financial  advisors  and  agrees  that  the Company will not be
responsible  in  anyway  whatsoever  for  Ruelle's  decision  to  invest  in the
Securities  and  the  Company;

(f)     all  information contained in the Questionnaire is complete and accurate
and  may  be  relied  upon  by  the  Company  and Ruelle will notify the Company
immediately  of  any  material change in any such information occurring prior to
the  closing  of  the  purchase  of  the  Securities;

(g)     Ruelle has duly executed and delivered this Agreement and it constitutes
a  valid  and  binding  agreement  of  Ruelle  enforceable  against  Ruelle;

(h)     it  understands  and  agrees  that  none  of  the  Securities  have been
registered  under  the 1933 Act or any U.S. State Securities Laws, and unless so
registered,  none  may  be  offered or sold in the United States or, directly or
indirectly  to  U.S. Persons (as defined herein) except pursuant to an available
exemption from, or in a transaction not subject to the registration requirements
of  the  1933  Act  and  in  each  case only in accordance with applicable state
securities  laws;

(i)     it  is  purchasing  the  Securities  for  its own account for investment
purposes  only  and  not  for  the  account  of  any  other  person  and not for
distribution,  assignment  or resale to others, and no other person has a direct
or  indirect  beneficial  interest  is  such  Securities,  and  Ruelle  has  not
subdivided  his  interest  in  the  Securities  with  any  other  person;

(j)     it  is able to fend for itself in connection with this Agreement and has
the  ability  to  bear  the economic risks of its prospective investment and can
afford  the  complete  loss  of  such  investment;

(k)     it understands and agrees that the Company and others will rely upon the
truth  and  accuracy  of  the  acknowledgements,  representations and agreements
contained  in  sections  15  and  16  hereof  and  agrees  that  if  any of such
acknowledgements,  representations and agreements are no longer accurate or have
been  breached,  it  shall  promptly  notify  the  Company;

(l)     Ruelle  is  not  acquiring  the  Securities  as  a result of any form of
general  solicitation or general advertising including advertisements, articles,
notices  or other communications published in any newspaper, magazine or similar
media  or  broadcast  over radio, or television, or any seminar or meeting whose
attendees  have been invited by general solicitation or general advertising; and

(m)     no  person  has  made  to  Ruelle  any  written or oral representations:

(i)     that  any  person  will  resell  or  repurchase  any  of the Securities;

(ii)     that  any  person  will  refund  the  purchase  price  of  any  of  the
Securities;

(iii)     as  to  the  future  price  or  value  of  any  of  the Securities; or

<PAGE>

(iv)     that any of the Securities will be listed and posted for trading on any
stock exchange or automated dealer quotation system or that application has been
made to list and post any of the Securities of the Company on any stock exchange
or  automated  dealer  quotation  system.

17.     In  this  Agreement,  the  term  "U.S.  Person"  shall  have the meaning
ascribed  thereto in Regulation S and for the purpose of this Agreement includes
any  person  in  the  United  States.

18.     Ruelle  has acknowledged that the decision to acquire the Securities was
solely  made  on  the  basis  of  publicly available information.  Ruelle hereby
waives,  to  the  fullest  extent  permitted  by  law, any rights of withdrawal,
rescission  or  compensation  for  damages  to which Ruelle might be entitled in
connection  with  the  distribution  of  any  of  the  Securities.

19.     Ruelle  acknowledges  that  the representations and warranties contained
herein  are  made  by  it with the intention that they may be relied upon by the
Company and its legal counsel in determining Ruelle's eligibility to acquire the
Securities  under  applicable  securities  legislation,  or  (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to acquire the
Securities  under applicable securities legislation.  Ruelle further agrees that
by  accepting  delivery of the certificates representing the Securities, it will
be representing and warranting that the representations and warranties contained
herein  are  true  and  correct as at such delivery date with the same force and
effect  as  if  they  had  been  made  by Ruelle at such date and that they will
survive  the  acquisition  by Ruelle of the Securities and will continue in full
force  and  effect  notwithstanding any subsequent disposition by Ruelle of such
Securities.

20.     Ruelle acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to Ruelle
or  proposed  transferee  as  set  forth in paragraph 16 of this Agreement.  The
Securities  may not be offered or sold in the United States unless registered in
accordance with federal securities laws and all applicable state securities laws
or  exemptions  from  such  registration  requirements  are  available.

21.     Ruelle  hereby  acknowledges  that  that  upon the issuance thereof, and
until  such  time  as  the  same  is  no  longer  required  under the applicable
securities  laws  and  regulations,  the  certificates  representing  any of the
Securities  will  bear  a  legend  in  substantially  the  following  form:

     "NONE  OF  THE  SECURITIES  HAVE  BEEN  REGISTERED  UNDER THE UNITED STATES
SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "1933  ACT"),  OR  ANY U.S. STATE
SECURITIES  LAWS,  AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED  STATES  OR,  DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT  PURSUANT  TO  AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION  REQUIREMENTS  OF  THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH  APPLICABLE  STATE  SECURITIES  LAWS."

22.     Ruelle  hereby  acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company  in  order  to  implement  the  restrictions  on  transfer set forth and
described  in  this  Agreement.

23.     Ruelle  acknowledges  and agrees that all costs and expenses incurred by
Ruelle  (including any fees and disbursements of any special counsel retained by
Ruelle)  relating  to  this  Agreement  shall  be  borne  by  Ruelle.

<PAGE>

24.     This  Agreement,  including  without  limitation  the  representations,
warranties  and  covenants  contained herein, shall survive and continue in full
force  and  effect  and  be  binding upon the parties hereto notwithstanding the
completion  of  the  acquisition  of  the  Securities by Ruelle pursuant hereto.

25.     Except  as  expressly  provided in this Agreement and in the agreements,
instruments  and  other  documents  contemplated  or  provided  for herein, this
Agreement  contains the entire agreement between the parties with respect to the
sale of the Securities and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by statute or common
law,  by  the  Company  or  by  anyone  else.

26.     This  Agreement  may  be executed in any number of counterparts, each of
which,  when  so executed and delivered, shall constitute an original and all of
which  together  shall  constitute  one  instrument.

27.     Time  shall  be  of  the  essence  of  this  Agreement.

28.     This  Agreement  shall  enure  to the benefit of and be binding upon the
Company,  its successors and assigns, and Ruelle and his personal representative
to  the  extent  provided  in  paragraph  4  hereof.

29.     Subject  to  paragraph  4,  this  Agreement shall not be transferable or
assignable  by  Ruelle  or  his  personal  representative  and the Option may be
exercised  only  by  Ruelle  or  his  personal  representative.

30.     Wherever the plural or masculine are used throughout this Agreement, the
same  shall  be  construed as meaning singular or feminine or neuter or the body
politic  or  corporate  where  the  context  of  the  parties  thereto  require.

31.     This  Agreement is governed by the laws of the State of Illinois and the
federal  laws  of  the United States applicable herein.  Ruelle, in its personal
and  attorns  to  the  jurisdiction  of  the  State  of  Illinois

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

VIRTUALSELLERS.COM,  INC

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

<PAGE>

<TABLE>
<CAPTION>



<S>                                                               <C>  <C>
                                                                    )
SIGNED, SEALED and DELIVERED by                                     )
TODD RUELLE in the presence of:.                                    )
                                                                    )
/s/ John Rockafellow . . . . . . . . . . . . . . . . . . . . . .    )
----------------------------------------------------------------    )                /s/ Todd Ruelle
                                                                    )                ---------------
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . .    )                    TODD RUELLE
John S. Rockafellow. . . . . . . . . . . . . . . . . . . . . . .    )
----------------------------------------------------------------    )
Print Name . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
3416 Porter Street NW. . . . . . . . . . . . . . . . . . . . . .    )
----------------------------------------------------------------    )
Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
Washington, DC  20016                                               )
----------------------------------------------------------------    )
Corporate Development. . . . . . . . . . . . . . . . . . . . . .    )
----------------------------------------------------------------    )
Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
</TABLE>

<PAGE>

                                   APPENDIX 1

                 PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE
                 ----------------------------------------------

All  capitalized  terms  herein,  unless  otherwise  defined,  have the meanings
ascribed  thereto  in  the  Agreement.

This  Questionnaire  is  for use by Ruelle (the "Subscriber") who is a US person
(as  that  term  is  defined Regulation S of the United States Securities Act of
1933 (the "1933 Act")) and has indicated an interest in acquiring the Securities
of  VirtualSellers.com, Inc. (the "Company").  The purpose of this Questionnaire
is  to assure the Company that the Subscriber will meet the standards imposed by
the 1933 Act and the appropriate exemptions of applicable state securities laws.
The Company will rely on the information contained in this Questionnaire for the
purposes of such determination.  The Securities will not be registered under the
1933  Act  in  reliance upon the exemption from registration afforded by Section
3(b)  and/or  Section  4(2)  of  the  1933  Act  and  Regulation  D  promulgated
thereunder.  This  Questionnaire  is  not  an  offer  of Securities or any other
securities  of the Company in any state other than those specifically authorized
by  the  Company.

All information contained in this Questionnaire will be treated as confidential.
However,  by  signing  and  returning  this Questionnaire, the Subscriber agrees
that,  if  necessary, this Questionnaire may be presented to such parties as the
Company  deems  appropriate to establish the availability, under the 1933 Act or
applicable  state  securities  law, of exemption from registration in connection
with  the  sale  of  the  Securities  hereunder.

Please  attach  additional  pages  if  necessary  to  answer any question fully.

REPRESENTATIONS  OF  SUBSCRIBERS
--------------------------------

The  Subscriber  covenants,  represents  and warrants to the Company that it has
such  knowledge  and  experience  in  financial  and business matters that it is
capable  of  evaluating  the  relative  merits and risks of an investment in the
Securities  and  Company  and  is  not  utilizing  a Purchaser Representative in
connection  with  evaluating such merits and risks.  The Subscriber is providing
evidence  of  its  knowledge  and  experience  in  these  matters  through  the
information  requested  below  in  this  Questionnaire.

<PAGE>

FOR  INDIVIDUAL  INVESTORS
--------------------------

1.     Name:   Todd  Ruelle

2.     Residential  Address & Telephone Number  6509 Rockland Drive, Clifton, VA
       20124-2415      (703)  818-8778

3.     Length  of  Residence  in  State  of  Residence:  12  years

4.     U.S.  Citizen:     X     Yes          _____     No

5.     Social  Security  Number:  ###-##-####

6.     Business  Address  &  Telephone  Number:   14201 Sully Field Circle #300,
       Chantilly,  VA  20151

7.     Preferred  Mailing  Address:    X  Residence  _____  Business

8.     Other:

9.     Date  of  Birth:  6-3-57

10.     Employer  and  Position:  President/CEO

11.     Name  of  Business:   Sonic  Telecom  Ltd.

12.     Business  or  Professional  Education  and  Degrees:
        School                       Degree       Year  Received
        ------          ------                    --------------
        University  of  Colorado  -  B.S.         1978

13.     Prior  Employment  (last  5  years):
        Employer          Nature  of  Duties                 Dates of Employment
        --------          ------------------                 -------------------
        Sonic  Telecom  Ltd.      CEO                        December  16,  1996
        Sprint  International     VP                                   1993-1996
        MCI                       VP                                   1983-1993

<PAGE>

FOR  INVESTORS  THAN  ARE  CORPORATIONS,  PARTNERSHIPS, TRUSTS OR OTHER ENTITIES
--------------------------------------------------------------------------------

14.     Name:
15.     Address  of  Principal  Office:
16.     Telephone:
17.     Date  and  State  of  Incorporation  or  Organization:

18.     Taxpayer  Identification  Number:
19.     Nature  of  Business:
20.     Individual  Authorized  to Execute this Questionnaire (indicate name and
office):

FOR  ALL  INVESTORS
-------------------

21.     Relationship  to  the  Company,  if  any:

22.     Is  the  Subscriber  an  officer of director of a publicly-held company?
          ____     Yes          X     No

        If  yes,  specify  company:

23.     Does  the  Subscriber  beneficially  own  10%  or  more  of  the  voting
securities  of  a  publicly-held  company?
          ____     Yes          X     No

        If  yes,  specify  company:

24.     Within  the  last  5  years,  has  the Subscriber personally invested in
investments  sold  by means of private placements in reliance on exemptions from
registration  under  the  1933  Act  and  State  securities  laws?

          X     Yes          _____     No

25.     Prior  investments  by  Subscriber  which  were purchased in reliance on
exemptions  from  registration  under  the  1933  Act  and State securities laws
(initial  the  highest  number  applicable):

                               Amount (Cumulative)

      Real  Estate:               Up  to               $50,000  to          Over
    None:  X          $50,000     _____          $250,000  _____ $250,000  _____

        Securities:               Up  to               $50,000  to          Over
     None:  _____          $50,000     _____          $250,000  _____$250,000  X

Other:             Up  to                    $50,000  to                    Over
None:  _____       $50,000     _____          $250,000  _____    $250,000  _____

<PAGE>

26.     Does  the  Subscriber  consider  itself  to  be  an  experienced  and
sophisticated  investor?
          X    Yes          _____     No
If  so,  please provide evidence of investment sophistication and/or experience:

27.     Does  the  Subscriber,  or  any  person  authorized  to  execute  this
Questionnaire,  consider  itself  to  have such knowledge of the Company and its
business  and  such experience in financial and business matters to enable it to
evaluate the merits and risks of an investment in the Securities of the Company,
should  the  Subscriber  be  given  an  opportunity  to  so  invest?
          X     Yes          _____     No

28.     Listed below are the categories of "Accredited Investors", as defined by
Regulation  D  promulgated  under  the  1933  Act.  Please  initial in the space
provide  those  categories,  if  any,  of  an  "Accredited  Investor"  which the
Subscriber  satisfies:

       Category  1     An  organization  described  in  Section 501(c)(3) of the
United  States  Internal Revenue Code, a corporation, a Massachusetts or similar
business  trust or partnership, not formed for the specific purpose of acquiring
the  Securities,  with  total  assets  in  excess  of  US  $5,000,000;

   X   Category  2     A natural person whose individual net worth, or joint net
worth  with that person's spouse, on the date of purchase exceeds US $1,000,000;

       Category 3     A natural person who had an individual income in excess of
US  $200,000  in  each  of  the  two most recent years or joint income with that
person's  spouse  in  excess  of  US  $300,000  in each of those years and has a
reasonable  expectation  of  reaching the same income level in the current year;

       Category  4     A  "bank"  as defined under Section (3)(a)(2) of the 1933
Act  or  savings and loan association or other institution as defined in Section
3(a)(5)(A)  of  the  1933  Act acting in its individual or fiduciary capacity; a
broker  dealer  registered pursuant to Section 15 of the Securities Exchange Act
of 1934 (United States); an insurance company as defined in Section 2(13) of the
1933  Act;  an investment company registered under the Investment Company Act of
1940  (United  States)  or  a business development company as defined in Section
2(a)(48)  of  such Act; a Small Business Investment Company licensed by the U.S.
Small  Business Administration under Section 301(c) or (d) of the Small Business
Investment  Act  of  1958 (United States); a plan with total assets in excess of
$5,000,000  established  and  maintained  by  a  state,  a political subdivision
thereof,  or  an agency or instrumentality of a state or a political subdivision
thereof,  for  the benefit of its employees; an employee benefit plan within the
meaning  of  the Employee Retirement Income Security Act of 1974 (United States)
whose  investment  decisions are made by a plan fiduciary, as defined in Section
3(21)  of  such  Act,  which  is  either  a  bank, savings and loan association,
insurance  company  or registered investment adviser, or if the employee benefit
plan  has  total  assets  in  excess of $5,000,000, or, if a self-directed plan,
whose  investment  decisions  are  made  solely  by  persons that are accredited
investors;

<PAGE>

       Category  5     A  private  business  development  company  as defined in
Section  202(a)(22)  of  the  Investment  Advisers  Act of 1940 (United States);

       Category  6     A  director  or  executive  officer  of  the  Company;

       Category  7     A  trust  with  total assets in excess of $5,000,000, not
formed  for  the specific purpose of acquiring the Securities, whose purchase is
directed  by a sophisticated person as described in Rule 506(b)(2)(ii) under the
1933  Act;

       Category  8     An  entity  in which all of the equity owners satisfy the
requirements  of  one  or  more  of  the  foregoing  categories;

     Note  that  prospective  Subscribers  claiming  to satisfy one of the above
categories  of  Accredited Investor may be required to supply the Company with a
balance  sheet,  prior  years'  federal  income tax returns or other appropriate
documentation  to  verify  and  substantiate  the  Subscriber's  status  as  an
Accredited  Investor.

29.     If  the  Subscriber is an entity which initialled Category 8 in reliance
upon  the  Accredited  Investor categories above, state the name, address, total
personal  income  from  all  sources for the previous calendar year, and the net
worth  (exclusive  of  home, home furnishings and personal automobiles) for each
equity  owner  of  the  said  entity:

30.     If  the  Subscriber is a trust, corporation, partnership or other entity
which  was recently formed for the specific purpose of acquiring the Securities,
set  forth  the  number  of equity owners of such entity who are and who are not
Accredited  Investors  in  the  space  provided  below.

31.     If the Subscriber is an individual, please indicate the Subscriber's and
his/her  spouse's  combined gross income during the preceding two years (initial
the  highest  number  applicable):

               1998                              1997
               ----                              ----
      _____     Less  than $75,000               _____     Less than $75,000
      _____     $75,001  to  $100,000            _____     $75,001  to $100,000
      _____     $100,001  to  $200,000           _____     $100,001  to$200,000
      _____     $200,001  to  $300,000           _____     $200,001  to $300,000
        X     $Over  $300,000                    _____     $Over  $300,000

32.     If the Subscriber is an individual, please indicate the Subscriber's and
his/her  spouse's  combined  estimated  net  worth  (exclusive  of  home,  home
furnishings  and  personal automobiles) (initial the highest number applicable):

    _____     Less than $100,000               _____     $300,0001 to$500,000
    _____     $100,001  to  $200,000           _____     $500,001 to  $1,000,000
    _____     $200,001  to  $300,000           _____     Over $1,000,000



<PAGE>

33.      _____     $200,001  to  $300,000       X     Over $1,000,000

<PAGE>

Regardless  of  the  amount  of  the  proposed  investment:

(a)     Will  the  Subscriber's proposed investment exceed 10% of its individual
net  worth, or the Subscriber's joint net worth with its spouse as determined in
subparagraph  33  above?

          _____     Yes                    X     No

(b)     Will  the Subscriber be able to bear the economic risk of its investment
in  this  transaction?

          X     Yes                    _____     No

34.     If  the  Subscriber  does  not qualify as an Accredited Investor, please
provide  answers  to  the  following  questions  (Accredited  Investors may omit
answers  to  this  paragraph).

(a)     State  total assets of the Subscriber, including cash, stocks and bonds,
automobiles,  real  estate,  and  any  other  assets:

     $3,000,000

(b)     State  total  liabilities  of  the  Subscriber  including  real  estate
indebtedness,  accounts  payable,  taxes  payable  and  any  other  liabilities:

     $240,000

(c)     State  annual  income  of  the  Subscriber  including salary, securities
income,  rental  income  and  any  other  income:

     $300K

(d)     State  annual  expenses  of  the  Subscriber,  excluding ordinary living
expenses,  including  real  estate  payments,  rent,  property  taxes  and other
expenses:

     $70K

<PAGE>

Does  the  Subscriber  expect  the amount of its assets, liabilities, income and
expenses,  as  stated  above, to be subject to significant change in the future:

          ____     Yes          X     No

     If  yes,  explain:


The  Subscriber  hereby  certifies  that  the  information  contained  in  this
Questionnaire  is  complete  and  accurate  and  the  Subscriber will notify the
Company  promptly  of any change in any such information.  If this Questionnaire
is being completed on behalf of a corporation, partnership, trust or estate, the
person  executing  on  behalf  of  the  Subscriber  represents  that  it has the
authority  to  execute  and deliver this Questionnaire on behalf of such entity.

IN  WITNESS  WHEREOF,  the undersigned has executed this Questionnaire as of the
2nd  day  of  February,  2000.

<TABLE>
<CAPTION>



<S>                                             <C>                           <C>
If a Corporation, Partnership or Other Entity:  If an Individual:
                                                /s/  Todd Ruelle
                                                ----------------------------
Print of Type Name of Entity . . . . . . . . .  Signature

                                                Todd Ruelle
                                                ----------------------------
Signature of Authorized Signatory. . . . . . .  Print or Type Name
                                                ###-##-####
                                                 -----------
Type of Entity . . . . . . . . . . . . . . . .  Social Security/Tax I.D. No.

</TABLE>