EXHIBIT 10.1

                             MODIFICATION AGREEMENT

         THIS MODIFICATION  AGREEMENT (the "Agreement") is made as of January 1,
2001 by and between  SALES  ONLINE  DIRECT,  INC., a Delaware  corporation  (the
"Company") and the AUGUSTINE FUND, L.P. (The "Buyer").

                                   WITNESSETH

         On March 23, 2000 (the "Transaction  Date"),  the Company and the Buyer
entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant
to which  the  Buyer  purchased  from  the  Company  a  Series  A Eight  Percent
Convertible  Note (the "Note")  convertible  into shares of the Company's common
stock, par value $.001 per share (the "Common Stock"), with the first payment of
interest to be made on September 30, 2000 (the "Interest Due Date").

         In connection with the issuance of the Note, the Buyer was also granted
a five-year warrant to purchase 300,000 shares of the Company's Common Stock and
the  placement  agent,  Delano Group  Securities,  LLC, was granted a warrant to
purchase 100,000 shares (collectively, the "Warrants").

         In  connection  with the  issuance  of the Note and the  Warrants,  the
Company and the Buyer  executed a  Registration  Rights  Agreement,  pursuant to
which the Company  agreed to file with the  Securities  and Exchange  Commission
(the "Commission")  within 180 days after the closing date (the "Filing Date") a
Registration  Statement  for the resale of the shares of Common  Stock  issuable
upon the  conversion  of the Note and the exercise of the Warrants (the Purchase
Agreement,  the Note, the Warrants,  and the  Registration  Rights Agreement are
collectively   referred  to  herein  as  the   "Transaction   Documents").   The
Registration  Rights Agreement further provides that the Registration  Statement
shall be  declared  effective  by the  Commission  by  September  30,  2000 (the
"Effectiveness  Date") and if such  Registration  Statement  is not filed by the
Filing Date or declared  effective by the Effectiveness  Date, the Company shall
pay certain liquidated damages to the Buyer.

         The Company and the Buyer agreed as of September 19, 2000 to extend (i)
the Interest  Due Date from  September  30, 2000 to October 31,  2000,  (ii) the
Filing Date from the 180th day  following  the closing date to October 25, 2000,
and (iii) the Effectiveness Date from September 30, 2000 to December 15, 2000.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Company and the Buyer hereby
agrees as follows:

         1.  Recitals;  Definitions.  The  recitals set forth above are true and
correct  in  every  respect  and  are  incorporated  herein  by  reference.  Any
capitalized  terms  contained  herein not defined  herein shall have the meaning
assigned to such term in the Purchase  Agreement,  Note, or Registration  Rights
Agreement.

         2.  Amendment  to Note.  Section  3 of the Note is  hereby  amended  by
establishing  the  Applicable  Percentage at 73%,  provided that the  Applicable
Percentage shall decrease to 50% if the Registration  Statement is not effective
by July 15, 2001.


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         3. Amendment to Registration  Rights Agreement.  Section 7(e) captioned
Failure  to File  Registration  Statement  and Other  Events  is hereby  amended
waiving all of the liquidated  damages except $30,000,  provided such liquidated
damages  shall  begin  to  accrue  again  on  July  15,  2001 in the  event  the
Registration Statement is not effective by that date.

         4.  Grant  of  Security  Interest.  As  consideration  for the  Buyer's
financial  accommodations in Sections 2 and 3 above, the Company agrees to grant
a  security  interest  in  all of its  assets  as  security  for  the  Company's
obligations  under the Purchase  Agreement.  The terms of such grant of security
interest shall be set forth separately.

         5. Not a Novation. The Company and the Buyer each ratifies and confirms
all of its  liabilities  and  obligations  under the  Transaction  Documents and
agrees that,  except as expressly  modified by this  Agreement,  the Transaction
Documents  continue  in full force and  effect.  The Company and the Buyer agree
that this  Agreement  shall not be construed as an agreement to  extinguish  the
Company's  original  obligations under the Note and other Transaction  Documents
and shall not  constitute a novation as to the  obligations of the Company under
the Note.

         6.  Registration  Rights  Agreement  and Note.  The term  "Registration
Rights Agreement" shall hereinafter mean the Registration Rights Agreement dated
the Transaction Date, as amended and modified by this Agreement. The term "Note"
shall  hereinafter  mean the Series A Eight Percent  Convertible  Note dated the
Transaction    Date,    as   amended   and    modified   by   this    Agreement.

         7.  Amendment.  The Transaction  Documents may not be further  amended,
altered or extended without, in each instance,  the prior written consent of the
parties.

         8.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  all of which when taken together shall  constitute one Agreement.

         9. Successors and Assigns. Whenever used herein the words "Company" and
"Buyer" shall be deemed to include their respective  successors and assigns. All
words used herein shall be deemed to refer to the singular,  plural,  masculine,
feminine  or neuter as the  identity  of the person or entity or the context may
require.

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<PAGE>

         IN  WITNESS  WHEREOF,  the  Company  and the  Buyer  have  caused  this
Agreement   to  be   executed   under  seal  as  of  the  date  above   written.

WITNESS/ATTEST:                            SALES ONLINE DIRECT, INC.



---------------------------                By:/s/Gregory Rotman
                                              ---------------------------------

                                           Name:Gregory Rotman
                                                -------------------------------
                                           Title:President and CEO
                                                 ------------------------------


                                           AUGUSTINE FUND, LLP

                                           By:Augustine Capital Management, LLC

/s/David Matteson
---------------------------                By:/s/John Porter
General Counsel                               ---------------------------------

                                           Name:John Porter
                                               --------------------------------
                                           Title:President
                                                 ------------------------------


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