RECEIVABLES SALE AGREEMENT

                                  Dated as of

                                April __, 2001

                                by and between

                            BUYERSONLINE.COM, INC.

                        as Seller and Subservicer, and

                           RFC CAPITAL CORPORATION,

                                 as Purchaser
RECEIVABLES SALE AGREEMENT (this "Agreement"), dated as of April __,  2001,  by
and  between  BUYERSONLINE.COM, INC., a Delaware  corporation,  as  Seller  and
Subservicer, and RFC CAPITAL CORPORATION, a Delaware corporation, as Purchaser.

                                  WITNESSETH:

     WHEREAS, the Seller desires to sell certain of its telecommunications
receivables and the Purchaser is a corporation formed for the  purpose  of
purchasing certain telecommunications receivables from time to time;

     WHEREAS,  the Purchaser shall retain the complete right and  ultimate
authority  to  perform  certain servicing, administrative  and  collection
functions  in respect of the receivables purchased by the Purchaser  under
this Agreement;

     WHEREAS,  the Purchaser desires that the Subservicer be appointed  to
perform  certain  servicing, administrative and  collection  functions  in
respect of the Purchased Receivables; and

     WHEREAS, the Seller has been requested and is willing to act  as  the
Subservicer.

     NOW, THEREFORE, the parties agree as follows:


                           ARTICLE I  -  DEFINITIONS

     Section  1.1.   Certain Defined Terms. The capitalized terms used  in
this  Agreement shall have the respective meanings set forth on Exhibit  A
to this Agreement.

     Section  1.2.    Other Terms.  All accounting terms not  specifically
defined  in this Agreement shall be construed in accordance with generally
accepted  accounting principles, consistently applied.  All terms  defined
in  Article  9 of the UCC, and not specifically defined in this Agreement,
are used in this Agreement as defined in such Article 9 of the UCC.


          ARTICLE II  -  PURCHASE AND SALE; ESTABLISHMENT OF ACCOUNTS

     Section  2.1.   Offer to Sell.  Seller shall offer to sell, transfer,
assign and set over to Purchaser those Eligible Receivables set forth on a
list  of  such Eligible Receivables which list shall be delivered  by  the
Seller  to  the Purchaser no later than three (3) Business Days  prior  to
each Purchase Date.

     Section  2.2.   Purchase of Receivables.  Until the occurrence  of  a
Termination  Date,  upon receipt of the list of Eligible  Receivables  and
offer  to  sell  pursuant  to  Section 2.1, the  Purchaser,  in  its  sole
discretion,  will  confirm which of the Eligible  Receivables  offered  by
Seller that the Purchaser will Purchase.  The Purchase of such Receivables
shall occur upon payment of the applicable Purchase Price, as provided  at
Section  2.3 of this Agreement.  Upon Purchase of the Receivables,  Seller
will have sold, transferred, assigned, set over and conveyed to Purchaser,
without  recourse  except as expressly provided herein,  all  of  Seller's
right,  title and interest in and to the Purchased Receivables, and  title
to such Purchased Receivables shall have passed to Purchaser at such time.
The Seller shall not take any action inconsistent with such ownership and,
from and after the date of such transfer, shall not claim any ownership in
any  Purchased Receivable.  The Seller shall indicate in its Records  that
ownership  interest in any Purchased Receivable is held by the  Purchaser.
In  addition,  the Seller shall respond to any inquiries with  respect  to
ownership  of a Purchased Receivable by stating that it is no  longer  the
owner  of  such Purchased Receivable and that ownership of such  Purchased
Receivable is held by the Purchaser.  Documents relating to the  Purchased
Receivables shall be held in trust by the Seller and the Subservicer,  for
the  benefit  of the Purchaser as the owner of the Purchased  Receivables,
and  possession  of  any Required Information relating  to  the  Purchased
Receivables  so  retained  is  for the sole purpose  of  facilitating  the
servicing of the Purchased Receivables and carrying out the terms of  this
Agreement.  Such retention and possession is at the will of the  Purchaser
and in a custodial capacity for the benefit of the Purchaser only.

     (b)   If,  in  the  event  the  Purchaser  determines,  in  its  sole
discretion,  not  to Purchase Eligible Receivables of like  character  and
quality as those previously purchased under this Section 2.2, and provided
there  has  not  occurred any Event of Seller Default or material  adverse
change in the business or financial condition of the Seller, the Purchaser
shall provide the Seller with notice of the same within three (3) Business
Days  of  Purchaser's receipt of the Seller's list of Eligible Receivables
pursuant  to  Section 2.1 and if, as a result thereof,  Seller  elects  to
provide written notice to the Purchaser of its intention to terminate this
Agreement  resulting  in the occurrence of a Termination  Date,  then  the
Seller  shall not be obligated to pay to the Purchaser a Termination  Fee.
Furthermore, solely in connection with the initial Purchase Date,  if  the
Seller  offers  to  sell  Eligible Receivables to  Purchaser  pursuant  to
section  2.1  of  this  Agreement and Purchaser determines,  in  its  sole
discretion, not to purchase any such Eligible Receivables offered for sale
pursuant  to  this Agreement notwithstanding that the tendered Receivables
were  Eligible  Receivables and all conditions precedent to  purchase  set
forth  in Section 3.1 hereof were satisfied, then Seller shall be entitled
to  terminate  this  Agreement  upon three  (3)  days  written  notice  to
Purchaser and, provided further, that in such event, Seller shall  not  be
obligated to pay to the Purchaser a Termination Fee.

     Section  2.3.   Purchase Price and Payment.  The Purchase  Price  for
Receivables  purchased on any Purchase Date and paid by the  Purchaser  to
the  Seller shall be an amount equal to the aggregate Net Values  of  such
Purchased Receivables and shall be paid by the Purchaser to the Seller  by
wire transfer on such respective Purchase Date.  The Purchase Price to  be
paid on such Purchase Date shall be reduced by (a) the Program Fees as  of
such  Purchase  Date, (b) the amount, if any, by which the  Seller  Credit
Reserve  Account (net of withdrawals required hereunder) is less than  the
Specified  Credit  Reserve  Balance as of  such  Purchase  Date,  (c)  any
Rejected  Receivable Amount, and (d) other amounts due  the  Purchaser  in
accordance  with this Agreement.  At any time the aggregate Net  Value  of
all Purchased Receivables shall not exceed the Purchase Commitment.

     Section  2.4.    Establishment of Accounts; Conveyance  of  Interests
Therein;  Investments.   (a)  A Lockbox Account  will  be  established  or
assigned, as the case may be, for the benefit of the Purchaser into  which
all  Collections  from  Payors  with  respect  to  Receivables  shall   be
deposited.  The Lockbox Account will be maintained at the expense  of  the
Seller.   The  Seller agrees to deposit all Collections it  receives  with
respect  to  Receivables in said Lockbox Account  and  will  instruct  all
Payors  to make all payments on Receivables to said Lockbox Account.   All
funds  in said Lockbox Account will be remitted to the Collection  Account
as instructed by the Purchaser.

     (b)  The Purchaser has established and shall maintain the "Collection
Account" (the "Collection Account"), the "Purchase Account" (the "Purchase
Account")  and  the  "Seller Credit Reserve Account" (the  "Seller  Credit
Reserve Account").

     (c)   The  Seller does hereby sell, transfer, assign,  set  over  and
convey to the Purchaser all right, title and interest of the Seller in and
to  all amounts deposited, from time to time, in the Lockbox Account,  the
Collection Account and the Seller Credit Reserve Account.  Any Collections
relating  to  Receivables  held by the Seller or the  Subservicer  pending
deposit  to  the Lockbox Account as provided in this Agreement,  shall  be
held  in  trust  for the benefit of the Purchaser until such  amounts  are
deposited  into  the  Lockbox  Account.  All  Collections  in  respect  of
Purchased Receivables received by the Seller and not deposited directly by
the  Payor in the Lockbox Account shall be remitted to the Lockbox Account
on  the day of receipt or the following Business Day if the day of receipt
is  not a Business Day, and if such Collections are not remitted by Seller
on  a  timely  basis,  in  addition to its other remedies  hereunder,  the
Purchaser  shall be entitled to receive a late charge (which shall  be  in
addition to the Program Fee) equal to 24% per annum of such Collections or
the  maximum rate legally permitted if less than such rate, calculated  as
of the first Business Day of such delinquency.

     Section  2.5.    Grant of Security Interest.  It is the intention  of
the  parties to this Agreement that each payment of the Purchase Price  by
the  Purchaser  to the Seller for Purchased Receivables to be  made  under
this Agreement shall constitute payment of consideration for a purchase of
such Purchased Receivables and not a loan.  In the event, however, that  a
court  of  competent  jurisdiction  were  to  hold  that  the  transaction
evidenced  by  this Agreement constitutes a loan and not  a  purchase  and
sale,  it  is  the  intention  of the parties that  this  Agreement  shall
constitute  a  security agreement under the UCC and any  other  applicable
law,  and that the Seller shall be deemed to have granted to the Purchaser
a first priority perfected security interest in all of the Seller's right,
title  and  interest  in,  to  and under the  Purchased  Receivables;  all
payments  of  principal of or interest on such Purchased Receivables;  all
amounts  on  deposit  from  time  to time  in  the  Lockbox  Account,  the
Collection Account and the Seller Credit Reserve Account; all other rights
relating  to  and payments made under this Agreement, and all proceeds  of
any of the foregoing.

     Section  2.6.    Further  Action Evidencing  Purchases.   The  Seller
agrees  that, from time to time, at its expense, it will promptly  execute
and  deliver  all further instruments and documents, and take all  further
action,  that  may be necessary or appropriate, or that the Purchaser  may
reasonably  request, in order to perfect, protect or more  fully  evidence
the  transfer of ownership of the Purchased Receivables or to  enable  the
Purchaser to exercise or enforce any of its rights hereunder.


                    ARTICLE III  -  CONDITIONS OF PURCHASES

     Section  3.1.   Conditions Precedent to All Purchases.  Each Purchase
from  the  Seller  by  the Purchaser shall be subject  to  the  conditions
precedent that as of each Purchase Date:

     (a)   No  Event of Seller Default has occurred and the Seller  is  in
compliance  with each of its covenants and representations  set  forth  in
Sections 4.1 and 4.2 of this Agreement;

     (b)  The Seller shall have delivered to the Purchaser a complete copy
of  each  of the then current Carrier Agreements, Clearinghouse Agreements
and Billing and Collection Agreements and any amendment or modification of
such agreements;

     (c)   The Seller shall have delivered to the Purchaser a copy of each
written notice delivered by or received by either the Carrier, Billing and
Collection  Agent, Clearinghouse Agent or the Seller with respect  to  any
Carrier  Agreements,  Clearinghouse  Agreements  and/or  the  Billing  and
Collection Agreements;

     (d)  The Termination Date shall not have occurred;

     (e)  The Seller shall have taken such other action, including but not
limited  to  any  necessary audit or audit update of the  Seller  and  the
delivery  of (i) an opinion of counsel prior to the initial Purchase  Date
in  the form of Exhibit D hereto, (ii) an Individual Guaranty in the  form
attached  hereto  as  Exhibit E executed by Paul Jarman,  (iii)  evidence,
satisfactory  to  Purchaser, that Seller has received a  new  cash  equity
investment  prior  to  the initial Purchase of at least  $1,100,000,  (iv)
prior  to  the  initial  Purchase, satisfactory  review  by  Purchaser  of
Seller's  audited  financial statements for the year ending  December  31,
2000,  and  (v)  such  other  approvals,  opinions  or  documents  to  the
Purchaser, as the Purchaser may reasonably request;

     (f)  The Seller shall (i) timely file all tax returns which Seller is
required by law to file or has obtained valid extensions therefor and  all
taxes  and  other sums owing by Seller to any governmental authority  have
been  fully  paid,  (ii)  maintain  adequate  reserves  to  pay  such  tax
liabilities  as  they  accrue,  (iii) except  as  set  forth  on  Schedule
3.1(f)(iii), delivered to Purchaser satisfactory evidence that  Seller  is
in good standing and material compliance with any and all relevant taxing,
administrative, regulatory and/or Governmental Authorities; and

     (g)   As  of  the  initial Purchase Date, the  Purchaser  shall  have
received background checks on certain of Seller's shareholders, directors,
officers  or managers, the results of which shall be satisfactory  to  the
Purchaser in its sole discretion.


    ARTICLE IV  -  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER

     Section  4.1.   Representations, Warranties and Covenants as  to  the
Seller.   The Seller represents and warrants to the Purchaser, as  of  the
date  of  this  Agreement  and  as of each subsequent  Purchase  Date,  as
follows:

     (a)  The Seller is a corporation duly organized, validly existing and
in  good standing under the laws of its state of incorporation and is duly
qualified  to do business and is in good standing in each jurisdiction  in
which  it  is doing business and has the power and authority  to  own  and
convey  all  of its properties and assets and to execute and deliver  this
Agreement  and  the  Related  Documents and to  perform  the  transactions
contemplated thereby; and each is the legal, valid and binding  obligation
of the Seller enforceable against the Seller in accordance with its terms;

     (b)   The  execution, delivery and performance by the Seller of  this
Agreement  and  the  Related  Documents and the transactions  contemplated
thereby (i) have been duly authorized by all necessary corporate or  other
action  on  the part of the Seller, (ii) do not contravene  or  cause  the
Seller to be in default under (A) any contractual restriction contained in
any  loan  or  other agreement or instrument binding on or  affecting  the
Seller  or  its property; or (B) any law, rule, regulation,  order,  writ,
judgment,  award,  injunction,  or decree applicable  to,  binding  on  or
affecting  the  Seller or its property and (iii) does  not  result  in  or
require the creation of any Adverse Claim upon or with respect to  any  of
the  property  of  the  Seller (other than in favor of  the  Purchaser  as
contemplated hereunder);

     (c)   There  is no court order, judgment, writ, pending or threatened
action, suit or proceeding, of a material nature against or affecting  the
Seller, its officers or directors, or the property of the Seller,  in  any
court  or tribunal, or before any arbitrator of any kind or before  or  by
any  Governmental Authority (i) asserting the invalidity of this Agreement
or  any  of  the Related Documents, (ii) seeking to prevent the  sale  and
assignment  of  any  Receivable  or  the  consummation  of  any   of   the
transactions  contemplated  thereby, (iii) seeking  any  determination  or
ruling  that  might  materially  and adversely  affect  the  Seller,  this
Agreement,  the Related Documents, the Receivables, the Contracts  or  any
LOA, or (iv) asserting a claim for payment of money in excess of $25,000;

     (d)   The  primary  business  of  the  Seller  is  the  provision  of
telecommunication services and/or equipment.  All license  numbers  issued
to  the  Seller by any Governmental Authority are set forth on Schedule  I
and  the  Seller has complied in all material respects with all applicable
laws,   rules,   regulations,  orders  and  related  Contracts   and   all
restrictions  contained  in  any agreement or  instrument  binding  on  or
affecting  the  Seller,  and  has  and maintains  all  permits,  licenses,
certifications, authorizations, registrations, approvals and  consents  of
Governmental Authorities or any other party necessary for the business  of
the Seller and each of its Subsidiaries;

     (e)   The  Seller  (i) has filed on a timely basis  all  tax  returns
(federal,  state,  and local) required to be filed and has  paid  or  made
adequate  provisions for the payment of all taxes, assessments, and  other
governmental charges due from the Seller; (ii) the financial statements of
the  Seller through December 31, 2000, copies of which have been furnished
to  the  Purchaser, fairly present the financial condition of the  Seller,
all   in   accordance   with  generally  accepted  accounting   principles
consistently  applied; (iii) since December 31, 2000, there  has  been  no
material adverse change in any such condition, business or operations; and
(iv)  the  Seller has delivered to the Purchaser (a) within 30 days  after
the  end  of  each   calendar  month the financial  statements,  including
balance  sheet and income statement prepared in accordance with  generally
accepted accounting principles, of the Seller as of the end of such  month
as  kept  by Seller in the ordinary course of its business, (b) within  45
days  after  the  end  of  each fiscal quarter  of  Seller  the  financial
statements,  including  balance sheet and  income  statement  prepared  in
accordance with generally accepted accounting principles, of the Seller as
of  the  end  of such three-month period, certified by an officer  of  the
Seller and accompanied by a management narrative summarizing circumstances
and  issues  underlying such financial statements and  facing  the  Seller
going  forward and (c) within 90 days after the end of the fiscal year  of
the  Seller  the financial statements, including balance sheet and  income
statement prepared by an accounting firm acceptable to Purchaser;

     (f)   All information furnished by or on behalf of the Seller to  the
Purchaser  in connection with this Agreement is true and complete  in  all
material respects and does not omit to state a material fact and the sales
of  Purchased Receivables under this Agreement are made by the  Seller  in
good  faith  and  without intent to hinder, delay or  defraud  present  or
future creditors of the Seller;

     (g)   The Lockbox Account is the only lockbox account to which Payors
have  been  or will be instructed to direct Receivable proceeds  and  each
Payor of an Eligible Receivable has been directed upon its receipt of  the
notice  attached  hereto as Exhibit B, which such  notice  was  mailed  or
provided  to such Payors prior to the initial Purchase Date, to remit  all
payments  with  respect  to such Receivable for  deposit  in  the  Lockbox
Account;

     (h)   The  principal place of business and chief executive office  of
the  Seller are located at the address of the Seller set forth  under  its
signature  below  and there are not now, and during the past  four  months
there  have not been, any other locations where the Seller is located  (as
that term is used in the UCC) or keeps Records except as set forth in  the
designated space beneath its signature line in this Agreement;

     (i)   Except as set forth on Schedule 4.1(i), the legal name  of  the
Seller  is as set forth at the beginning of this Agreement and the  Seller
has  not  changed  its legal name in the last six years, and  during  such
period,  the  Seller  did  not  use, nor  does  the  Seller  now  use  any
tradenames, fictitious names, assumed names or "doing business  as"  names
other than those appearing on the signature page of this Agreement;

     (j)  The Seller has not done anything to impede or interfere with the
collection  by  the  Purchaser of the Purchased Receivables  and  has  not
amended, waived or otherwise permitted or agreed to any deviation from the
terms  or  conditions of any Purchased Receivable or any  related  Carrier
Agreement,  Clearinghouse  Agreement, Billing  and  Collection  Agreement,
Contract or LOA so as to (i) create an Adverse Claim with respect  to  any
Receivable  or  (ii) materially affect the ability of Subservicer  or  the
Purchaser to act in its capacity as such; and has not allowed any  invoice
due   and   owing  by  the  Seller  relating  to  any  Carrier  Agreement,
Clearinghouse Agreement or Billing and Collection Agreement to become  any
more than thirty days past due; and

     (k)   For  federal income tax reporting and accounting purposes,  the
Seller  will treat the sale of each Purchased Receivable pursuant to  this
Agreement  as  a sale of, or absolute assignment of its full right,  title
and ownership interest in such Purchased Receivable to the Purchaser.

     Section  4.2.    Representations and Warranties of the Seller  as  to
Purchased  Receivables.   With respect to each Purchased  Receivable  sold
pursuant to this Agreement the Seller represents and warrants, as  of  the
date hereof and as of each subsequent Purchase Date, as follows:

     (a)    Such  Purchased  Receivable  (i)  includes  all  the  Required
Information;  (ii)  is  the  legal, valid and  binding  obligation  of  an
Eligible  Payor  and  (iii)  was created  by  the  provision  or  sale  of
telecommunication  services or equipment by the  Seller  in  the  ordinary
course  of  its business; (iv) has a Purchase Date no later than  90  days
from  its  Billing  Date;  (v) is not a Purchased  Receivable  which  with
respect  to which, as of any Determination Date, payment by the  Payor  of
such  Receivable  has been received and is not duplicative  of  any  other
Receivable;  (vi)  is owned by the Seller free and clear  of  any  Adverse
Claim, and the Seller has the right to sell, assign and transfer the  same
and  interests therein as contemplated under this Agreement and no consent
other than those secured and delivered to the Purchaser on or prior to the
Closing  Date  from any Governmental Authority, the Payor, a Carrier,  the
Billing and Collection Agent, the Clearinghouse Agent or any other  Person
shall  be  required  to effect the sale of any such Purchased  Receivable;
(viii)  is able to be legally and validly sold by the Seller as the Seller
has  the right to sell, assign and transfer the same and interests therein
as  contemplated  under  this Agreement and (ix) is  not  subject  to  any
consent  other  than those secured and delivered to the  Purchaser  on  or
prior  to  the Closing Date from any Governmental Authority, the Payor,  a
Carrier, the Billing and Collection Agent, the Clearinghouse Agent or  any
other  Person  shall be required to effect the sale of any such  Purchased
Receivable.

     (b)   The  Billed Amount of such Purchased Receivable is  payable  in
United  States  Dollars and the Eligible Receivable  Amount  with  respect
thereto,  unless the Purchaser and Seller agree otherwise in  writing,  is
not  in excess of $15,000 with respect to any one individual Payor of  any
Payor Class other than an Eligible Receivable payable under a Billing  and
Collection Agreement as set forth on the attached Schedule 3, and  is  net
of  any  adjustments or other modifications contemplated  by  any  Carrier
Agreement,  Clearinghouse Agreement, Billing and Collection  Agreement  or
otherwise  and  neither the Receivable nor the related Carrier  Agreement,
Clearinghouse Agreement, Billing and Collection Agreement or Contract  has
been  compromised, adjusted, extended, satisfied, subordinated, rescinded,
set-off   or  modified  by  the  Seller,  the  Payor,  the  Carrier,   the
Clearinghouse  Agent  or  the Billing and Collection  Agent,  and  is  not
subject  to  compromise, adjustment, termination or modification,  whether
arising   out  of  transactions  concerning  the  Contract,  any   Carrier
Agreement,  Clearinghouse Agreement, Billing and Collection  Agreement  or
otherwise; and

     (c)   There are no procedures or investigations pending or threatened
before  any  Governmental Authority (i) asserting the invalidity  of  such
Receivable,  Billing and Collection Agreement, LOA or such Contract,  (ii)
asserting the bankruptcy or insolvency of the related Payor, (iii) seeking
the  payment of such Receivable or payment and performance of the  related
Billing  and Collection Agreement, or such other Contract or LOA, or  (iv)
seeking  any  determination or ruling that might materially and  adversely
affect  the  validity or enforceability of such Receivable or the  related
Billing and Collection Agreement, or such other Contract or LOA.

     Section  4.3.    Negative Covenants of the Seller.  The Seller  shall
not, without the written consent of the Purchaser, which such consent will
not be unreasonably withheld:

     (a)   Sell,  assign or otherwise dispose of, or create or  suffer  to
exist any Adverse Claim or lien upon any Receivable and related Contracts,
its  Customer  Base, the Lockbox Account, the Collection Account,  or  any
other account in which any Collections of any Receivable are deposited, or
assign any right to receive income in respect of any Receivable;

     (b)   Submit  or  permit to be submitted to Payors  any  invoice  for
telecommunications  services or equipment rendered  by  or  on  behalf  of
Seller which contains a "pay to" address other than the Lockbox Account;

     (c)   Make  any  change  to (i) the location of its  chief  executive
office  or the location of the office where Records are kept or  (ii)  its
corporate name or use any tradenames, fictitious names, assumed  names  or
"doing business as" names; or

     (d)  Enter into or execute any Clearinghouse Agreement or Billing and
Collection Agreement (other than those listed on Schedule 3 hereof) or any
amendment or modification thereof.

     Section  4.4.   Repurchase Obligations.  Upon discovery by any  party
to  this  Agreement  of  a  breach of any representation  or  warranty  in
Sections  4.1  or  4.2 of this Article IV which materially  and  adversely
affects  the  value  of  a Purchased Receivable or the  interests  of  the
Purchaser  therein (herein a "Rejected Receivable"), the party discovering
such  breach shall give prompt written notice to the other parties to this
Agreement.   Thereafter, on the next Purchase Date, the Net Value  of  the
Rejected  Receivables shall be deducted from the amount otherwise  payable
to  the  Seller  pursuant to Section 2.3 and deposited in  the  Collection
Account  in  satisfaction of the Rejected Receivable Amount and,  provided
the  full  Net  Value  of such Rejected Receivables is  deposited  in  the
Collection Account, such Rejected Receivables shall then be considered  to
have been repurchased by the Seller.  In the event that the full Net Value
of  such  Rejected Receivables is not deposited in the Collection  Account
pursuant  to the foregoing sentence, the Purchaser shall deduct  any  such
deficiency  from  the Excess Collection Amount or  make  demand  upon  the
Seller  to  pay  any such deficiency to the Purchaser for deposit  to  the
Collection Account.  Upon full payment of the amounts set forth  above  to
the Collection Account, the Seller will be deemed to have repurchased such
Rejected Receivable.


                      ARTICLE V - ACCOUNTS ADMINISTRATION

     Section  5.1.   Collection Account.  The Purchaser acknowledges  that
certain  amounts  deposited  in  the  Collection  Account  may  relate  to
Receivables  other  than  Purchased  Receivables  and  that  such  amounts
continue  to  be  owned  by  the  Seller.   All  such  amounts  shall   be
administered in accordance with Section 5.3.

     Section   5.2.     Determinations  of   the   Purchaser.    On   each
Determination  Date,  the Purchaser will determine,  in  good  faith,  the
following:

     (a)   the  Net  Value of all Purchased Receivables which have  become
Rejected Receivables since the prior Purchase Date and which have not been
repurchased  or  offset  in  the manner set forth  in  Section  4.4   (the
"Rejected Receivable Amount");

     (b)   the  amount  of  Collections up to the Purchase  Price  of  all
Purchased  Receivables  received since the prior Determination  Date  (the
"Paid Receivables Amount");

     (c)   the  Net  Value of all Purchased Receivables which have  become
Defaulted  Receivables  since  the prior  Purchase  Date  (the  "Defaulted
Receivable Amount" or "Credit Deficiency");

     (d)   the  aggregate  amount deposited in the Collection  Account  in
excess   of   the  Net  Value  of  each  Purchased  Receivable,  including
Collections pertaining to Receivables not purchased under this  Agreement,
since the prior Determination Date (the "Excess Collection Amount");

     (e)   the  Net  Value of all Purchased Receivables less the  Rejected
Receivable  Amount and the Defaulted Receivable Amount as of  the  current
Determination Date; and

     (f)  the amount of any accrued and unpaid Program Fee.

     The  Purchaser's  determinations of the foregoing  amounts  shall  be
conclusive  in the absence of manifest error.  The Purchaser shall  notify
the Seller of such determinations.

     Section   5.3.     Distributions  from   Accounts.    (a)   On   each
Determination Date, following the determinations set forth in Section 5.2,
the Purchaser will make the following withdrawals and deposits:

          (i)   withdraw  the  Paid Receivables Amount  and  the  Rejected
Receivable   Amount  plus  any  outstanding  Rejected  Receivable   Amount
applicable  to  any  prior period, to the extent such Rejected  Receivable
Amount is not paid to the Purchaser as a reduction in Purchase Price to be
paid to the Seller, from the Collection Account and deposit such amount in
the Purchase Account;

          (ii)  withdraw the Defaulted Receivable Amount from  the  Seller
Credit Reserve Account and deposit such amount in the Purchase Account;

          (iii)      withdraw  the  Excess  Collection  Amount  from   the
Collection  Account and deposit such amount in the Seller  Credit  Reserve
Account to the extent that the Seller Credit Reserve Account is less  than
the Specified Credit Reserve Balance; and

          (iv)  withdraw the balance of the Excess Collection Amount  from
the  Collection Account and, subject to any offset required under  Section
5.3(b) of this Agreement, remit such amount by wire transfer to an account
designated  by the Seller; provided, however, with respect to  Receivables
processed  or  cleared  pursuant to any Carrier  Agreement,  Clearinghouse
Agreement  or Billing and Collection Agreement, if applicable, any  Excess
Collection  Amount  shall be retained by the Purchaser in  the  Collection
Account  until  such time that the Seller's billing cycle  (or  batch)  to
which  such  Excess  Collection Amount applies is  deemed  closed  by  the
Purchaser  which, absent the occurrence of an Event of Seller Default  and
provided  that  the Purchaser has received information in sufficient  form
and   format  to  allow  the  Purchaser  to  properly  apply  and/or  post
Collections  against Purchased Receivables, will occur no later  than  the
next immediate Purchase Date following such determination.

     (b)  The full amount of the Purchase Price before any offsets, or  in
the  case  where  there is no Purchase Price paid in a  given  week,  such
amounts  as  set  forth  at (i) through (iv) of  this  Section,  shall  be
withdrawn from the Purchase Account and paid and administered as  follows:
(i)  the  Program  Fee due and owing as of each respective  Purchase  Date
shall  be  paid to the Purchaser, (ii) the amount, if any,  by  which  the
Seller  Credit  Reserve Account is less than the Specified Credit  Reserve
Balance  as  of  such respective Purchase Date shall be deposited  in  the
Seller Credit Reserve Account, (iii) the amount, if any, due and owing the
Purchaser pursuant to Section 9.4 of this Agreement shall be paid  to  the
Purchaser,  and (iv) any remaining amount shall be paid to the  Seller  in
accordance with Section 2.3 of this Agreement.

     (c)   Until  the Termination Date, with commercially reasonable  best
efforts on each Purchase Date or in any event within two Business Days  of
each  Purchase  Date, the Purchaser shall withdraw all  amounts  deposited
hereunder  (net of withdrawals required hereunder) from the Seller  Credit
Reserve  Account  which  are  in excess of the  Specified  Credit  Reserve
Balance  and  shall  pay to the Purchaser all amounts due  and  owing  the
Purchaser  in  accordance with Sections 2.3, 4.4, 5.3, 8.1,  9.4  and  any
applicable Termination Fee, and pay the balance, if any, by wire  transfer
to an account designated by the Seller.

     Section 5.4.   Allocation of Moneys following Termination Date.   (a)
Upon  the occurrence of a Termination Date hereunder, the Purchaser  shall
administer  and  monitor the Lockbox Account and any and  all  Collections
and  apply the amount of such Collections to the outstanding Net Value  of
Purchased Receivables.  Following the Termination Date and the Purchaser's
receipt  of  the  Termination Fee, if applicable,  from  the  Seller,  the
Purchaser  shall,  to  the  extent  funds  deposited  hereunder  (net   of
withdrawals  required hereunder) are sufficient, withdraw an amount  equal
to the Program Fee from the Seller Credit Reserve Account on each Purchase
Date  and  deposit  it in the Purchase Account.  To the extent  that  such
funds  do  not  equal  the Program Fee, the Seller shall  deposit  in  the
Purchase Account the balance of the Program Fee within five Business  Days
following demand therefor.  To the extent any Purchased Receivable becomes
a Defaulted Receivable, the Purchaser may withdraw an amount equal to such
Defaulted  Receivable Amount from the Seller Credit  Reserve  Account  and
deposit  such  amount in the Collection Account, provided,  however,  that
such recourse is expressly limited to the monies which comprise the Seller
Credit Reserve Account at the time of the Termination Date which shall not
at  any time exceed the Specified Credit Reserve Balance.  Thereafter, any
Excess  Collection Amount may not be used for deposit to the Seller Credit
Reserve  Account  and shall be otherwise administered in  accordance  with
this Agreement.

     (b)     In  any  event,  following  the  Termination  Date  and   the
Purchaser's receipt of the Termination Fee, if any, the Seller may, at its
option,  repurchase all previously Purchased Receivables  which  have  not
been  fully paid by the respective Payors thereof by depositing  with  the
Purchaser  the  then  aggregate Net Value of such  Purchased  Receivables.
Following  such payment and any other amount due and owing  the  Purchaser
under this Agreement, this Agreement shall be deemed terminated.

     (c)   On  the  first  date on which the aggregate Net  Value  of  all
Purchased Receivables (other than Defaulted Receivables) is less than  the
aggregate  amount  remaining  in the Seller Credit  Reserve  Account,  the
Purchaser shall withdraw an amount equal to such aggregate Net Value  from
such  accounts  and  deposit it in the Purchase  Account.   Thereupon  the
Purchaser  shall disburse all remaining amounts held in the Seller  Credit
Reserve  Account to the Seller and all interests of the Purchaser  in  all
Purchased  Receivables owned by the Purchaser shall be reconveyed  by  the
Purchaser  to  the Seller.  Following such disbursement and  reconveyance,
this Agreement shall be deemed terminated.


                  ARTICLE VI - APPOINTMENT OF THE SUBSERVICER

     Section  6.1.   Appointment of the Subservicer.  Subject  to  Section
6.5,  as  consideration for the Seller's receipt of that  portion  of  the
Excess  Collection Amount relating to Purchased Receivables, the Purchaser
hereby  appoints the Seller and the Seller hereby accepts such appointment
to act as Subservicer under this Agreement.  The Subservicer may, with the
prior  consent  of the Purchaser, which consent shall not be  unreasonably
withheld,   subcontract  with  a  subservicer  for  billing,   collection,
servicing  or  administration  of  the Receivables.   Any  termination  or
resignation of the Subservicer under this Agreement shall not  affect  any
claims  that the Purchaser may have against the Subservicer for events  or
actions  taken or not taken by the Subservicer arising prior to  any  such
termination or resignation.

     Section  6.2.   Duties and Obligations of the Subservicer.   (a)  The
Subservicer  shall  service  the Purchased  Receivables  and  enforce  the
Purchaser's  respective rights and interests in and under  each  Purchased
Receivable and each related Contract or LOA; and shall take, or  cause  to
be  taken,  all such actions as may be necessary or advisable to  service,
administer  and  collect each Purchased Receivable all in accordance  with
(i)  customary  and  prudent  servicing procedures  for  telecommunication
receivables  of  a similar type, and (ii) all applicable laws,  rules  and
regulations; and shall serve in such capacity until the termination of its
responsibilities  pursuant to Section 6.4 or 7. 1.  The Subservicer  shall
at  any  time permit the Purchaser or any of its representatives to  visit
the  offices  of  the  Subservicer and examine  and  make  copies  of  all
Servicing Records;

     (b)   The Subservicer shall notify the Purchaser of any action, suit,
proceeding, dispute, offset, deduction, defense or counterclaim that is or
may be asserted by any Person with respect to any Purchased Receivable.

     (c)   The  Purchaser shall not have any obligation or liability  with
respect  to  any Purchased Receivables which may arise out  of  a  related
Contract,  nor shall it be obligated to perform any of the obligations  of
the Subservicer hereunder.

     Section  6.3.    Subservicing Expenses.   The  Subservicer  shall  be
required to pay for all expenses incurred by the Subservicer in connection
with  its  activities  hereunder (including any payments  to  accountants,
counsel  or any other Person) and shall not be entitled to any payment  or
reimbursement therefor.

     Section 6.4.   Subservicer Not to Resign.  The Subservicer shall  not
resign  from  the  duties  and  responsibilities  hereunder  except   upon
determination that (a) the performance of its duties hereunder has  become
impermissible  under applicable law and (b) there is no reasonable  action
which  the  Subservicer could take to make the performance of  its  duties
hereunder  permissible under applicable law evidenced  as  to  clause  (a)
above by an opinion of counsel to such effect delivered to the Purchaser.

     Section  6.5.    Authorization of the Purchaser.  The  Seller  hereby
acknowledges  that  the  Purchaser (including any  of  its  successors  or
assigns), shall retain the authority to take any and all reasonable  steps
in  its name and on its behalf necessary or desirable in the determination
of  the  Purchaser to collect all amounts due under any and all  Purchased
Receivables, process all Collections, commence proceedings with respect to
enforcing payment of such Purchased Receivables and the related Contracts,
and  adjusting,  settling or compromising the account or payment  thereof.
The  Seller shall furnish the Purchaser (and any successors thereto)  with
any  powers  of  attorney and other documents necessary or appropriate  to
enable  the Purchaser to carry out its servicing and administrative duties
under  this  Agreement,  and shall cooperate with  the  Purchaser  to  the
fullest  extent in order to facilitate the collectibility of the Purchased
Receivables.


                    ARTICLE VII - EVENTS OF SELLER DEFAULT

     Section  7.1.    Events of Seller Default.  If any of  the  following
events (each, an "Event of Seller Default") shall occur and be continuing:

     (a)   The  Seller (either as Seller or Subservicer) shall  materially
fail  to  perform or observe any term, covenant or agreement contained  in
this Agreement;

     (b)  The Seller or any Affiliate defaults:  (i) whether as primary or
secondary  obligor,  in the payment of any principal or  interest  on  any
obligation  for borrowed money beyond any applicable grace period  or,  if
such  obligation  is payable on demand, fails to pay such obligation  upon
demand;  or  (ii)  in the observance of any covenant,  term  or  condition
contained in any agreement, if the effect of such default is to cause,  or
to permit any other party to such obligation to cause, all or part of such
obligation to become due before its stated maturity;

     (c)   An  Insolvency Event shall have occurred and, other  than  with
respect to any voluntary Insolvency Event initiated or instituted  by  the
Seller  or an Affiliate, which has not been cured within thirty (30)  days
of such Insolvency Event;

     (d)   There  is  a material breach of any of the representations  and
warranties  of  the  Seller as stated in Sections  4.1  or  4.2  that  has
remained  uncured for a period of 30 days, or, as such breach may  pertain
to a Purchased Receivable, has not been cured pursuant to Section 4.4;

     (e)   Any  Governmental Authority shall file notice of  a  lien  with
regard  to  any of the assets of the Seller or with regard to  the  Seller
which remains undischarged for a period of 30 days;

     (f)   As  of  the first day of any respective month, the average  Net
Value  of  Purchased  Receivables which became  Defaulted  Receivables  or
Rejected Receivables during the prior three month period shall exceed 5.0%
of  the Net Value of all Purchased Receivables then owned by the Purchaser
at the end of each of such three months;

     (g)   This  Agreement  shall for any reason  cease  to  evidence  the
transfer  to the Purchaser (or its assignees or transferees) of the  legal
and equitable title to, and ownership of, the Purchased Receivables;

     (h)   The  termination of any Clearinghouse Agreement, if applicable,
and/or  any Carrier Agreement or Billing and Collection Agreement for  any
reason  whatsoever  absent the consummation of a substitute  Clearinghouse
Agreement, Carrier Agreement and/or Billing and Collections Agreement,  as
the  case  may  be,  within ten Business Days of the termination  thereof,
and/or,  any  invoice due and owing by the Seller relating to any  Carrier
Agreement, Clearinghouse Agreement or Billing and Collection Agreement has
become more than thirty days past due; or

     (i)   The  amount  deposited hereunder (net of  withdrawals  required
hereunder) in the Seller Credit Reserve Account has remained at less  than
the Specified Credit Reserve Balance for fourteen consecutive days;

then  and  in any such event, the Purchaser may, by notice to  the  Seller
declare  that  an  Event of Seller Default shall have  occurred  and,  the
Termination Date shall forthwith occur, without demand, protest or further
notice of any kind, and the Purchaser shall make no further Purchases from
the  Seller.  The Purchaser, in addition to all other rights and  remedies
under  this Agreement, shall retain all other rights and remedies provided
under the UCC and other applicable law, which rights shall be cumulative.


             ARTICLE VIII - INDEMNIFICATION AND SECURITY INTEREST

     Section  8.1.   Indemnities by the Seller.  (a) Without limiting  any
other  rights  that  the Purchaser or any director, officer,  employee  or
agent  of the Purchaser (each an "Indemnified Party") may have under  this
Agreement  or under applicable law, the Seller hereby agrees to  indemnify
each  Indemnified  Party  from and against any  and  all  claims,  losses,
liabilities,  obligations, damages, penalties, actions, judgments,  suits,
and  related  costs  and  expenses  of any  nature  whatsoever,  including
reasonable  attorneys' fees and disbursements (all of the foregoing  being
collectively  referred to as "Indemnified Amounts") which may  be  imposed
on,  incurred  by  or asserted against an Indemnified  Party  in  any  way
arising  out  of  or relating to this Agreement or the  ownership  of  the
Purchased  Receivables or in respect of any Receivable  or  any  Contract,
excluding, however, Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of any Indemnified Party.

     (b)    Any   Indemnified  Amounts  subject  to  the   indemnification
provisions  of this Section shall be paid to the Indemnified Party  within
five  Business Days following demand therefor, together with  interest  at
the  lesser of 12% per annum or the highest rate permitted by law from the
date of demand for such Indemnified Amount.

     Section  8.2    Security Interest.  The Seller hereby grants  to  the
Purchaser  a  first priority perfected security interest in  the  Seller's
Customer Base, including but not limited to, all past, present and  future
customer  contracts,  lists, agreements, LOA's  or  arrangements  relating
thereto;  all of the Seller's right, title and interest in, to  and  under
all  of  the  Seller's  Receivables not sold to the  Purchaser  hereunder,
including  all  rights to payments under any related  Contracts,  contract
rights, instruments, documents, chattel paper, general intangibles,  LOA's
or  other agreements with all Payors and all the Collections, Records  and
proceeds thereof; any other obligations or rights of Seller to receive any
payments in money or kind; all cash or non-cash proceeds of the foregoing;
all of the right, title and interest of the Seller in and with respect  to
the  goods, services or other property which gave rise to or which  secure
any of the foregoing as security for the timely payment and performance of
any  and  all  obligations  the  Seller or the  Subservicer  may  owe  the
Purchaser  under  Sections  2.3, 4.4, 5.3, 8.1,  9.4  and  any  applicable
Purchase  Commitment Fees and/or Termination Fee, but  excluding  recourse
for  unpaid  Purchased Receivables. This Section 8.2  shall  constitute  a
security  agreement  under the UCC and any other applicable  law  and  the
Purchaser  shall  have  the  rights  and  remedies  of  a  secured   party
thereunder.  Such security interest shall be further evidenced by Seller's
execution  of  appropriate  UCC-1 financing  statements  prepared  by  and
acceptable to the Purchaser, and such other further assurances that may be
reasonably requested by the Purchaser from time to time.


                          ARTICLE IX - MISCELLANEOUS

     Section  9.1.   Notices, Etc.  All written notices required hereunder
shall be mailed or telecommunicated, or delivered as to each party hereto,
at  its address set forth under its name on the signature pages hereof  or
at  such  other address as shall be designated by such party in a  written
notice  to  the other parties hereto.  All such notices and communications
shall not be effective until received by the party to whom such notice  or
communication is addressed.

     Section  9.2.    Remedies.  No failure or delay on the  part  of  the
Purchaser  to exercise any right hereunder shall operate as  a  waiver  or
partial  waiver thereof.  The remedies herein provided are cumulative  and
not exclusive of any remedies provided by law.

     Section  9.3.   Binding Effect; Assignability.  This Agreement  shall
be  binding  upon and inure to the benefit of the Seller, the Subservicer,
the  Purchaser  and  their respective successors  and  permitted  assigns.
Neither the Seller nor the Subservicer may assign any of their rights  and
obligations  hereunder or any interest herein without  the  prior  written
consent  of  the Purchaser.  The Purchaser may, at any time,  without  the
consent  of  the Seller or the Subservicer, assign any of its  rights  and
obligations hereunder or interest herein to any Person.  Without  limiting
the  generality  of  the  foregoing,  the  Seller  acknowledges  that  the
Purchaser  has  assigned its rights hereunder for  the  benefit  of  third
parties.   The Seller does hereby further agree to execute and deliver  to
the  Purchaser all documents and amendments presented to the Seller by the
Purchaser  in  order  to effectuate the assignment  by  the  Purchaser  in
furtherance  of this Section 9.3 consistent with the terms and  provisions
of  this  Agreement.   This  Agreement shall  create  and  constitute  the
continuing obligations of the parties hereto in accordance with its terms,
and shall remain in full force and effect until its termination; provided,
that  the  rights  and  remedies  with  respect  to  any  breach  of   any
representation and warranty made by the Seller pursuant to Article IV  and
the  indemnification  and  payment provisions of  Article  VIII  shall  be
continuing and shall survive any termination of this Agreement.

     Section  9.4.   Costs, Expenses and Taxes.  (a)  In addition  to  the
rights  of  indemnification under Article VIII, the Seller agrees  to  pay
upon  demand,  all reasonable costs and expenses in connection  with  this
Agreement  and  the other documents to be delivered hereunder,  including,
without  limitation:   (i) the periodic auditing of  the  Seller  and  the
modification or amendment of this Agreement; (ii) the reasonable fees  and
out-of-pocket  expenses of counsel for the Purchaser with respect  to  (A)
advising  the Purchaser as to its rights and remedies under this Agreement
or (B) the enforcement (whether through negotiations, legal proceedings or
otherwise)  of  this  Agreement or the other  documents  to  be  delivered
hereunder;  (iii)  any  and all accrued Program Fee  and  amounts  related
thereto  not  yet  paid  to  the Purchaser;  (iv)  any  and  all  Purchase
Commitment Fees and amounts related thereto not yet paid to the Purchaser;
(v)  any  and  all  Termination  Fees  and  amounts  related  thereto,  if
applicable, and not yet paid to the Purchaser; and (vi) any and all stamp,
sales, excise and other taxes and fees payable or determined to be payable
in  connection with the execution, delivery, filing or recording  of  this
Agreement or the other agreements and documents to be delivered hereunder,
and  agrees to indemnify and save each Indemnified Party from and  against
any  and  all liabilities with respect to or resulting from any  delay  in
paying or omission to pay such taxes and fees.

     (b)   If  the  Seller  or the Subservicer fails to  pay  any  Lockbox
Account  fees or other charges or debits related to such accounts,  or  to
pay or perform any agreement or obligation contained under this Agreement,
the Purchaser may pay or perform, or cause payment or performance of, such
agreement  or  obligation, and the expenses of the Purchaser  incurred  in
connection therewith shall be payable by the party which has failed to  so
perform.

     Section  9.5.    Amendments;  Waivers;  Consents.   No  modification,
amendment  or  waiver  of,  or with respect  to,  any  provision  of  this
Agreement or the Related Documents, shall be effective unless it shall  be
in  writing and signed by each of the parties hereto.  This Agreement, the
Related Documents and the documents referred to therein embody the  entire
agreement  among  the  Seller,  the Subservicer  and  the  Purchaser,  and
supersede all prior agreements and understandings relating to the  subject
hereof, whether written or oral.

     Section 9.6.   GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL.   (a)   THIS  AGREEMENT  SHALL BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH  THE  INTERNAL  LAWS (AS  OPPOSED  TO  CONFLICT  OF  LAWS
PROVISIONS)  OF THE STATE OF OHIO, EXCEPT TO THE EXTENT THAT THE  VALIDITY
OR  PERFECTION  OF  THE  INTERESTS  OF  THE  PURCHASER  IN  THE  PURCHASED
RECEIVABLES  OR REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF,  ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF OHIO.

     (b)   THE  SELLER AND THE SUBSERVICER HEREBY SUBMIT TO THE  EXCLUSIVE
JURISDICTION  OF  THE COURTS OF THE STATE OF OHIO AND  THE  UNITED  STATES
DISTRICT  COURT LOCATED IN THE SOUTHERN DISTRICT OF OHIO, AND EACH  WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS  SET
FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED  TO
BE  COMPLETED  FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED  IN  THE
U.S.  MAILS, POSTAGE PREPAID.  THE SELLER AND THE SUBSERVICER EACH  HEREBY
WAIVES  ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION  TO
VENUE  OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING  OF
SUCH  LEGAL  OR  EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY  THE  COURT.
NOTHING  IN THIS SECTION SHALL AFFECT THE RIGHT OF THE PURCHASER TO  SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT  OF
THE  PURCHASER TO BRING ANY ACTION OR PROCEEDING AGAINST THE SELLER OR ITS
PROPERTY,  OR THE SUBSERVICER OR ITS PROPERTY IN THE COURTS OF  ANY  OTHER
JURISDICTION.  THE SELLER AND THE SUBSERVICER EACH HEREBY AGREE  THAT  THE
EXCLUSIVE AND APPROPRIATE FORUMS FOR ANY DISPUTE HEREUNDER ARE THE  COURTS
OF  THE STATE OF OHIO AND THE UNITED STATES DISTRICT COURT LOCATED IN  THE
SOUTHERN  DISTRICT OF OHIO AND AGREE NOT TO INSTITUTE ANY  ACTION  IN  ANY
OTHER FORUM.

     (c)  THE SELLER, AND THE SUBSERVICER EACH HEREBY WAIVES ANY RIGHT  TO
HAVE  A  JURY  PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER  SOUNDING  IN
CONTRACT,  TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED  TO,
OR  IN  CONNECTION WITH THIS AGREEMENT.  INSTEAD, ANY DISPUTE RESOLVED  IN
COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

     Section   9.7.    Execution  in  Counterparts;  Severability.    This
Agreement  may  be executed in any number of counterparts, each  of  which
when  so executed shall be deemed to be an original and all of which  when
taken  together shall constitute one and the same agreement.  In case  any
provision in or obligation under this Agreement shall be invalid,  illegal
or   unenforceable  in  any  jurisdiction,  the  validity,  legality   and
enforceability  of  the remaining provisions or obligations,  or  of  such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

     Section  9.8.   Confidentiality.   The Seller understands and  agrees
to  keep confidential, and shall cause its respective directors, officers,
shareholders,  employees, agents, and attorneys to keep  confidential  the
terms  and  conditions of this Agreement, all documents referenced  herein
and  the  respective  terms  thereof, and any  communication  between  the
parties  regarding this Agreement or the services to be provided hereunder
hereby,  except to the extent that (a) any party makes any  disclosure  to
his  or  its auditors, attorneys or other professional advisors,  (b)  any
disclosure  is  otherwise  required by law or  pursuant  to  any  rule  or
regulation  of  any  federal,  state or other  governmental  authority  or
regulatory  agency,  provided that Seller provides  prior  written  notice
thereof  or  (c) the Seller is in receipt of the prior written consent  of
Purchaser  with respect to any compromise by Seller of the confidentiality
contemplated hereunder.   Seller further understands and agrees  that  the
violation  by the Seller or its agents of the foregoing shall entitle  the
Purchaser, at its option, to obtain injunctive relief without a showing of
irreparable harm or injury and without bond.

   IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

                              BUYERSONLINE.COM, INC., as Seller and Subservicer


                              By:
                              Name:
                              Title:

                              Address at which the chief executive office is
                              located:

                              Address:


                              Attention:
                              Phone number:
                              Telecopier number:

                              Additional locations at which the Seller does
                              business and maintains Records:



                              Additional names under which Seller does
                              business:




                              RFC CAPITAL CORPORATION


                              By:
                              Name:          Jeffrey A. Martin
                              Title:

                              Address:  130 East Chestnut Street
                                        Suite 400
                                        Columbus, OH  43215
                              Attention:      Jeffrey A. Martin
                              Phone number:       (614) 229-7979
                              Telecopier number:  (614) 229-7980











                                                                 EXHIBIT A

                                  DEFINITIONS

     "Adverse  Claim"  means any claim of ownership,  any  lien,  security
interest or other charge or encumbrance, or any other type of preferential
arrangement having the effect of a lien or security interest.

     "Affiliate" means, as to any Person, any other Person that,  directly
or  indirectly,  is in control of, is controlled by, or  is  under  common
control  with, such Person within the meaning of control under Section  15
of the Securities Act of 1933.

     "Base Rate" means, as of any Purchase Date, a variable rate equal  to
the  prime  lending  rate  as listed in The Wall Street  Journal,  Midwest
Edition, plus six percent (6%) per annum.

     "Billed  Amount"  means, with respect to any  Receivable  the  amount
billed or to be billed to the related Payor with respect thereto prior  to
the application of any Gross Liquidation Rate.

     "Billing and Collection Agent" means the party performing billing and
collection services for and on behalf of the Seller pursuant to the  terms
of a Billing and Collection Agreement.

     "Billing  and  Collection  Agreement"  means  any  written  agreement
whereby  a  party is obligated to provide end-user billing and  collection
services with respect to the Seller's accounts.

     "Billing Date" means the date on which the invoice with respect to  a
Receivable was submitted to the related Payor which shall be not more than
45  days from the date on which services were provided to the end user  of
such services.

     "Business  Day"  means  any day of the year other  than  a  Saturday,
Sunday  or any day on which banks are required, or authorized, by  law  to
close in the State of Ohio.

     "Carrier"  means  a  provider  of  telecommunication  services  which
services are resold by the Seller.

     "Carrier   Agreement"  means  any  written  agreement,  contract   or
arrangement whereby a Carrier is obligated to provide certain services  to
the Seller.

     "Clearinghouse Agent" means the party performing services for and  on
behalf  of  the  Seller  pursuant  to  the  terms  and  provisions  of   a
Clearinghouse Agreement.

     "Clearinghouse  Agreement" means any written agreement,  contract  or
arrangement  other  than a Carrier Agreement or a Billing  and  Collection
Agreement whereby a party is obligated to perform certain services for the
Seller,  including,  without  limitation, processing  certain  information
provided  by  the  Seller to the Clearinghouse Agent  and  remitting  such
processed  information  to one or more Billing and Collection  Agents  for
billing and collection of Seller's accounts.

     "Closing Date" means April __, 2001.

     "Collection  Account"  means the account titled "Collection  Account"
established pursuant to Section 2.4(b).

     "Collections"  means,  with  respect  to  any  Receivable,  all  cash
collections and other cash proceeds of such Receivable.

     "Contract" means an agreement (or agreements) pursuant to,  or  under
which  a  Payor  shall be obligated to pay for services  rendered  by  the
Seller from time to time.

     "Credit Deficiency" has the meaning specified in Section 5.2(c).

     "Customer  Base" means all of the Seller's past, present  and  future
customer  contracts, agreements, LOA's or other arrangements, any customer
list and Record relating thereto and any information regarding prospective
customers and contracts, agreements, LOA's or other arrangements  and  all
of  the  goodwill and other intangible assets associated with any  of  the
foregoing.

     "Defaulted Receivable" means a Purchased Receivable as to  which,  on
any  Determination  Date  (a) any part of the Net  Value  thereof  remains
unpaid for more than 90 days from the Billing Date for such Receivable; or
(b)  the  Seller  or Payor thereof has taken any action, or  suffered  any
event to occur, of the type described in Section 7.1 of this Agreement; or
(c)  the  Purchaser otherwise reasonably deems any part of the  Net  Value
thereof  to  be  uncollectible  for reasons  other  than  a  breach  of  a
representation or warranty under Article IV hereof.

     "Defaulted  Receivable Amount" has the meaning specified  in  Section
5.2(c).

     "Determination  Date" means the Business Day preceding  the  Purchase
Date of each week.

     "Eligible  Payor"  means  a Payor which is  (a)  (i)  a  corporation,
limited  liability  company,  partnership or  any  statutory  organization
organized  under  the laws of any jurisdiction in the  United  States  and
having  its  principal office in the United States or which  is  otherwise
approved  in  writing  by  the  Purchaser;  (ii)  an  individual  or  sole
proprietorship  which  is  a resident of any jurisdiction  in  the  United
States or which is otherwise approved in writing by the Purchaser; (iii) a
Clearinghouse Agent; or (iv) a Billing and Collection Agent;  (b)  not  an
Affiliate of any of the parties hereto; (c) has executed and delivered  to
the  Seller  either  (i)  a Contract, (ii) an LOA, (iii)  a  Clearinghouse
Agreement  or (iv) a Billing and Collection Agreement; (d) not subject  to
bankruptcy  or  insolvency  proceedings  at  the  time  of  sale  of   the
Receivables  to  be  purchased;  (e)  the only  obligor  with  respect  to
Receivables  in  which  the  Purchaser  has  a  first  priority  perfected
ownership  interest; and (f) the only obligor with respect to a Receivable
and  has not otherwise assigned, transferred or compromised its obligation
to make payment on any Receivable.

     "Eligible  Receivable" means, at any time, a Receivable as  to  which
the representations and warranties of Section 4.2 are true and correct  in
all respects at the time of Purchase.

     "Eligible  Receivable  Amount" means, with respect  to  any  Eligible
Receivable,  an amount equal to its Billed Amount after giving  effect  to
the Gross Liquidation Rate associated with the Payor Class with respect to
such Eligible Receivable.

     "Event of Seller Default" has the meaning specified in Section 7.1.

     "Excess  Collection  Amount"  has the meaning  specified  in  Section
5.2(d).

     "Governmental  Authority" means the United  States  of  America,  any
state,  local  or  other  political subdivision  thereof  and  any  entity
exercising  executive, legislative, judicial, regulatory or administrative
functions thereof or pertaining thereto.

     "Gross  Liquidation Rate" means a factor, conclusively determined  by
the  Purchaser from time to time, with respect to a designated Payor Class
based   on  (i)  the  Seller's  historical  experience  with  respect   to
Collections  for  such Payor Class, (ii) the terms and provisions  of  any
Billing and Collection Agreement and (iii) the terms and provisions of any
Clearinghouse  Agreement, determined on the basis  of  actual  Collections
which  are expected to be received on a Receivable within 90 days  of  its
Billing Date.

     "Insolvency  Event"  means the occurrence of  an  event  whereby  the
Seller  makes a general assignment for the benefit of creditors; or  where
any  proceeding  is  instituted  by  or  against  the  Seller  seeking  to
adjudicate  it  a  bankrupt or insolvent, or which seeks the  liquidation,
winding  up, reorganization, arrangement, adjustment, protection,  relief,
or composition of the Seller or any of its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or  seeking
the  entry  of  an  order  for relief or the appointment  of  a  receiver,
custodian or other similar official for it or for any substantial part  of
its property.

     "LOA"  means a letter of agency, or other authorization, obtained  by
the  Seller from each Payor designating the Seller as its service provider
and otherwise of a type or in a form acceptable under applicable laws.

     "Lockbox  Account" means the account established pursuant to  Section
2.4(a).

     "Net  Value" of any Receivable at any time means an amount (not  less
than  zero)  equal to (a)(i) the Eligible Receivable Amount multiplied  by
(ii)  .90;  minus  (b)  all  Collections received  with  respect  thereto;
provided, that if the Purchaser makes a determination that all payments by
the  Payor  with respect to such Receivable have been made, the Net  Value
shall be zero.

     "Paid  Receivables  Amount"  has the  meaning  specified  in  Section
5.2(b).

     "Payor"  means, the Person obligated to make payments in  respect  of
any Receivables.

     "Payor Class" means, with respect to any Payor, one of the following:
(a)  Clearinghouse Agent; (b) Billing and Collection Agent; (c)  statutory
organization; or (d) individuals and sole proprietorships.

     "Person" means an individual, partnership, limited liability company,
corporation  (including  a business trust), joint  stock  company,  trust,
voluntary  association,  joint venture, a  government  or  any  agency  or
political subdivision thereof, or any other entity of whatever nature.

     "Program Fee" means as of each Purchase Date, an amount equal to  the
greater  of (a) $5,000 per month or (b) (i) 7/360, of the annualized  Base
Rate,  multiplied  by  (ii) the then current Net Value  of  all  Purchased
Receivables  including (A) Rejected Receivables and (B) those  Receivables
to  be  purchased on such Purchase Date; provided, however,  that  in  the
event there is more than one Purchase Date per week, the Program Fee as of
each subsequent Purchase Date shall mean an amount equal to 7/360, of  the
annualized  Base Rate, multiplied by those Receivables to be purchased  on
such Purchase Date.

     "Purchase"  means a purchase by the Purchaser of Eligible Receivables
from the Seller pursuant to Section 2.2.

     "Purchase  Account"  means  the  account  titled  "Purchase  Account"
established pursuant to Section 2.4(b).

     "Purchase  Commitment"  means an amount  not  to  exceed  $2,500,000;
provided,  however, that with respect to the initial Purchase  Date,  such
amount  shall  not exceed $1,500,000 and other than with  respect  to  the
initial Purchase Date, the aggregate Net Value of Purchased Receivables of
any  calendar  month  may  not  be greater than  $500,000  more  than  the
immediately  preceding month's highest aggregate Net  Value  of  Purchased
Receivables,  or  such  other  amount as  the  Purchaser  and  Seller  may
otherwise  agree  in  writing, over the highest  aggregate  Net  Value  of
Purchased  Receivables  at  any  time  during  the  immediately  preceding
calendar  month.  Subject to the prior written approval by  the  Purchaser
and  payment by the Seller of all applicable fees as agreed by and between
the  Seller  and Purchaser, the Seller may request, in writing,  that  the
Purchase Commitment be increased to $10,000,000 provided, however, that no
single  incremental increase in such Purchase Commitment  may  be  for  an
amount less than $2,500,000.

     "Purchase Commitment Fee" means, a fee due and owing by the Seller to
the  Purchaser equal to (i) two percent (2.0%) of the Purchase  Commitment
payable  on the Closing.  Any increases in the Purchase Commitment  amount
will be subject to the payment by Seller to Purchaser of an additional fee
of two percent 2.0%) of the amount of any such respective increase.

     "Purchase  Date"  means  the date on which  the  Purchaser  initially
purchases  Receivables from the Seller and thereafter, such other  day  of
each  week,  as  the  case may be, that the Seller and Purchaser  mutually
agree;  provided, that unless agreed otherwise such day shall be Wednesday
of each such week and in any event there shall occur a "Purchase Date" for
purposes of this Agreement not less than once per week.

     "Purchase Price" has the meaning specified in Section 2.3.

     "Purchased Receivable" means any Receivable which has been  purchased
by  the  Purchaser hereunder including a Rejected Receivable to the extent
such Rejected Receivable has not been repurchased by Seller.

     "Purchaser"  means  RFC Capital Corporation, a Delaware  corporation,
together with its successors and assigns.

     "Receivable"  means  (a)  an  account  receivable  arising  from  the
provision or sale of services (and any telecommunication services or sales
ancillary  thereto) by the Seller including the right to  payment  of  any
interest  or  finance  charges and other obligations  of  the  Payor  with
respect  thereto; (b) all security interests or liens and property subject
thereto  from time to time purporting to secure payment by the Payor;  (c)
all  rights, remedies, guarantees, indemnities and warranties and proceeds
thereof,  proceeds  of  insurance policies, UCC financing  statements  and
other  agreements or arrangements of whatever character from time to  time
supporting  or securing payment of such account receivable including,  but
not limited to, any Billing and Collection Agreement and any Clearinghouse
Agreement,  and (d) all Collections, Records and proceeds with respect  to
any  of  the  foregoing. In the instance of a Receivable with  respect  to
which  the  Payor is a Billing and Collection Agent pursuant to a  Billing
and Collection Agreement, the amount owed to the Seller by the Billing and
Collection Agent is the "Receivable" which is eligible for Purchase by the
Purchaser  and not the amount owing to, or collected by, the  Billing  and
Collection Agent from the end user of telecommunication services  provided
by the Seller.

     "Records"  means  all  Contracts, LOA's and other  documents,  books,
records  and  other  information (including, without limitation,  computer
programs, tapes, disks, punch cards, data processing software and  related
property  and  rights)  prepared  and maintained  by  the  Seller  or  the
Subservicer  with respect to Receivables (including Purchased Receivables)
and the related Payors.

     "Rejected  Receivable  Amount" has the meaning specified  in  Section
5.2(a).

     "Rejected Receivable" has the meaning specified in Section 4.4.

     "Related  Documents"  means all documents required  to  be  delivered
under this Agreement.

     "Required Information" means, with respect to a Receivable,  (a)  the
identity of the Payor, (b) the Eligible Receivable Amount, (c) the Billing
Date, (d) the Payor telephone number and (e) the Payor account number,  if
applicable.

     "Seller"   means  Buyersonline.com,  Inc.,  a  Delaware  corporation,
together with its successors and assigns.

     "Seller  Credit  Reserve  Account" means the account  titled  "Seller
Credit Reserve Account" established pursuant to Section 2.4(b).

     "Servicing  Records" means all documents, books,  records  and  other
information  (including,  without limitation,  computer  programs,  tapes,
disks,  punch  cards,  data processing software and related  property  and
rights)  prepared and maintained by the Subservicer or the Purchaser  with
respect to the Purchased Receivables and the related Payors.

     "Specified Credit Reserve Balance" means, as of any Purchase Date, an
amount  equal to 5.00% of the Net Value of Purchased Receivables including
(a)  Rejected  Receivables  to the extent not repurchased  and  (b)  those
Receivables to be purchased on such Purchase Date.

     "Subservicer"   means  the  Seller,  or  any  Person  designated   as
Subservicer hereunder.

     "Termination Date" means the earlier of (a) April __, 2002;  (b)  the
occurrence  of an Event of Seller Default as set forth in Section  7.1  of
this  Agreement; or (c) ninety days following the Seller's delivery  of  a
written notice to the Purchaser setting forth Seller's desire to terminate
this  Agreement  and  the  payment of the  Termination  Fee  with  respect
thereto.

     "Termination  Fee" means an amount to be paid by the  Seller  to  the
Purchaser equal to (A) 4.0% of the Purchase Commitment in the event of  an
occurrence  of an Event of Seller Default resulting in the termination  of
this  Agreement; or (B) in the event the Seller desires to terminate  this
Agreement, such termination shall be effective only in the event that  the
Seller  has  (i)  provided the Purchaser ninety days prior written  notice
thereof and (ii) paid to Purchaser and Purchaser has received from  Seller
an amount equal to 4.0% of the Purchase Commitment.

     "UCC"  means  the  Uniform Commercial Code as from time  to  time  in
effect  in  the  state  of  the location of the Seller's  chief  executive
office.