Exhibit No. 25
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                            AGREEMENT

     THIS AGREEMENT is made and entered into, and shall be
effective as of, this 25th day of April, 2000, by and between
BUYERS ONLINE.COM, a Delaware corporation ("Buyers") and OLIVE
ENTERPRISES, INC., a Pennsylvania corporation ("OEI"), relative
to the services of DICK CLARK ("Clark") as a spokesperson for
Buyers in connection with its marketing, through direct response
television, print advertisements, retail and/or other marketing
means, of a consumer buying club.

     NOW THEREFORE, in consideration of the mutual covenants and
conditions as set forth hereinbelow, the parties agree as
follows:

     1.   Production of Commercials and Testing:

          1.   Product Line:  The Product Line shall be defined as a
               consumer buying club providing an array of services in
               communications and entertainment, as well as hard goods,
               including (but not limited to) some or all of the following: (i)
               telecommunications and Internet-related services, utilities,
               insurance, financial services, groceries, fuel, and other
               household-related services, and (ii) durable goods, including
               electronics, appliances, home furnishings, lawn and garden,
               automobile, travel, and books and tapes.

          2.   Production of Commercials:  Clark will be available for, and
               appear in, one thirty (30) minute infomercial, a series of :30,
               :60, and :120 second commercials, and still photography,
               promoting the Product Line, the dates and times of which sessions
               shall be agreed upon in good faith by the parties and shall not
               exceed two days in total for all of the foregoing services.  In
               connection with the foregoing, Clark shall have those rights of
               approval as are set forth in Paragraph 17, below.  The parties
               agree that Clark's services are unique in character and,
               therefore, may not be delegated for any purposes under this
               Agreement.  Buyers will become an AFTRA signatory prior to
               production of the infomercial and commercials and will remain as
               such for the duration of the Term of this Agreement.

          3.   Compensation:  Buyers shall pay OEI, in consideration for
               the services of Clark as set forth hereinabove, the sum of
               $50,000.00 (the "Session Fee"), said sum to be credited against
               all union minimum payments due under this Agreement and to be
               paid upon commencement of the infomercial/commercial shoot.  The
               Session Fee shall be non-refundable, but it shall be recoupable
               against the Royalty due OEI pursuant to Paragraph 2F(1), below,
               and the Guaranty due OEI pursuant to Paragraph 2F(3), below.
               Buyers shall make or cause to be made payment on behalf of OEI of
               all sums required to be paid to the applicable pension, health
               and welfare funds arising out of Clark's services referenced
               hereinabove.  OEI agrees to pay any required income, employment
               or other taxes relating to the compensation paid to OEI by Buyers
               hereunder.  In the event that the infomercial or commercials are
               shot outside of the greater Los Angeles area, Buyers shall
               provide OEI with first class, round trip air fare, hotel
               accommodations and ground transportation for two people, and a
               per diem of $150.00 per person, all of the foregoing in
               connection with Clark's travel to and from the shoot.

          4.   Usage During Test Phase:  The infomercial and/or commercials
               will test, at the discretion

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               of Buyers, on cable stations,
               network affiliates, and independent stations for a period not to
               exceed ninety (90) days (the "Test Phase").  Buyers shall pay OEI
               the Royalty, as defined in Paragraph 2F, on Product Line
               membership activations generated during the Test Phase in direct
               response to the infomercial and/or commercials (but not on such
               activations generated thereafter unless Buyers proceeds with a
               Roll-Out as referenced in Paragraph 2A, below).  OEI and Clark
               consent to the use of Clark's name, image, likeness, photograph,
               voice, signature and reputation (collectively the "Endorsement")
               for such purpose, subject to OEI's approval rights as set forth
               in Paragraph 17, below.  OEI and Clark agree to provide Clark's
               on-camera services, if requested by Buyers, during the Test Phase
               (at dates and times to be mutually agreed upon by the parties and
               not to exceed eight hours in total) to reshoot footage for the
               infomercial and/or commercials for purposes of enabling Buyers to
               test or retest the material.  In consideration for such services,
               Buyers will pay OEI the minimum session fee due in accordance
               with the applicable collective bargaining agreement (such fee to
               be in addition to the Session Fee referenced in Paragraph 1C,
               above).

     2.   Marketing:

          1.   Option:  Buyers will have the option (the "Option"),
               exercisable in writing within one hundred twenty (120) days
               following completion of the Test Phase, to elect to proceed with
               and to commence a Roll-Out of the infomercial, commercials and/or
               the still photography containing Clark's Endorsement in
               connection with the marketing of the Product Line.  The term
               "Roll-Out" shall be defined as the exhibition of the commercials
               and/or still photography following the Test Phase and shall be
               deemed to have commenced (if at all) upon the first such
               exhibition.  It is specifically understood and agreed by the
               parties hereto that Buyers shall have the right not to exercise
               such Option, for any reason whatsoever or for no reason, and that
               neither party shall have any liability whatsoever to the other
               arising solely out of Buyers' election not to exercise the
               Option.

          2.   Term:

          (1)  The term ("Term") of this Agreement shall commence upon
               execution hereof and shall, thereafter, continue in full force
               and effect for a period of one year (the "Initial One Year Term")
               beginning on the date of a Roll-Out, if any, subject to renewal
               thereafter for successive one year terms ("Renewal Terms")
               pursuant to Paragraph 3, below.

            (2)  Notwithstanding the foregoing, this Agreement will terminate
                 ("Early Termination") in the event, and at such time as, Buyers
                 elects not to proceed with a Roll-Out.  In the event of such
                 Early Termination, there shall be no further use by Buyers of
                 Clark's Endorsement in any manner.

          3.   Area of Use:  The area of use for the advertising materials
               shall be the United States and its commonwealths, territories and
               possessions (the "Territory"), and shall include all manner,
               media, and methods of distribution.

          4.   Consent:  In the event of a Roll-Out, OEI and Clark consent
               to the use of Clark's Endorsement in connection therewith for the
               duration of the Initial One Year Term and all Renewal Terms.
               Such consent shall extend to all uses incident to Buyers'
               marketing of the Product Line, inclusive of the infomercial,
               commercials, print advertisements (e.g.: advertisements in
               newspapers, magazines, catalogs, and other periodicals; credit
               card inserts; and direct mail), product packaging and inserts,
               sales literature and corporate promotional materials, through any
               and all manner, media, and channels of distribution throughout
               the Territory, including direct response, electronic media, the
               Internet, and

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               retail distribution (including, but not limited to,
               retail kiosks).  In connection with the foregoing, OEI and Clark
               shall have those rights of approval as are set forth in Paragraph
               17, below.  Buyers agrees that Clark's Endorsement shall not be
               used in connection with any sexually-explicit, politically-
               oriented, or violent material, nor in connection with material
               which contains firearms, feminine hygiene products or tobacco.
               In addition, Clark's Endorsement shall not be directed to
               specific endorsements of individual products, but rather shall be
               directed to the Product Line as a consumer buying club (although
               reference will be made within the advertising materials to the
               variety of products being offered by Buyers).  Notwithstanding
               this, in the event that Buyers desires to have Clark endorse
               individual products, Buyers will negotiate with OEI and Clark
               regarding the possible terms for Clark's endorsement of the
               products, and OEI and Clark shall have the right to agree or not
               agree to such additional endorsement.

          5.   Additional Services:  In the event of a Roll-Out, and at the
               option and upon the request of Buyers, OEI will provide Clark's
               services during the Initial One Year Term (following a Roll-Out)
               and each Renewal Term thereafter, at specific dates, times, and
               places to be mutually agreed upon by the parties, not to exceed
               two days in total - not necessarily consecutive - during each one
               year term, for the purpose of shooting additional footage to
               update the infomercial, commercials, including still photography,
               or for shooting footage for a new infomercial or new commercials,
               including still photography.  The updated or new infomercial,
               commercials and still photography may be tested on air either
               prior to expiration of the then current one year term or
               following renewal thereof, and may then be aired on a Roll-Out
               basis as a replacement for the originally-produced advertising
               materials.  OEI and Clark consent to the use of such materials to
               the full extent set forth in subparagraph D, above, subject to
               the rights of approval as are set forth in Paragraph 17, below.
               In consideration for the foregoing services, Buyers will pay OEI
               an additional session fee of $50,000.00 during each one year term
               in which such services are utilized, and such session fee shall
               be treated in the same manner as the Session Fee referenced in
               Paragraph 1C with respect to crediting, non-refundability and
               recoupability.

          6.   Compensation:

          (1)  Royalty Payable to OEI:  In the event of a Roll-Out, Buyers
               shall pay to OEI, for the duration of the Term (and thereafter as
               specifically provided below), a royalty (the "Royalty") equal to
               the following:

              (1)  $2.50 shall be earned for each Product Line membership
               activated during the Term;

               (2)  $1.25 shall be earned upon commencement of the second
               successive year of membership of each Product Line membership
               originally activated during the Term (regardless of whether such
               second year commences during or after expiration of the Term);

               (3)  $0.65 shall be earned upon commencement of the third
               successive year of membership of each Product Line membership
               originally activated during the Term (regardless of whether such
               third year commences during or after expiration of the Term).

                    Notwithstanding the foregoing, no Royalty
                    shall be paid on membership activations
                    generated: (i) as a result of member
                    referrals, or (ii) through QVC marketing of
                    the Product Line (unless the parties
                    subsequently agree in writing that Clark
                    shall appear as a spokesperson for the
                    Product Line on QVC and Clark, in fact,
                    appears on QVC, in which event OEI shall be
                    paid in accordance

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                    with the provisions of
                    such separate written agreement; however, in
                    the absence of such an agreement, Clark's
                    Endorsement shall not be used in connection
                    with QVC marketing of the Product Line).  In
                    this regard, Buyers agrees to maintain in
                    effect for the duration of the Term a system
                    for tracking the source of all member
                    activations in order to accurately determine
                    which activations are the result of member
                    referrals.

                    In addition, for purposes of clarification,
                    OEI and Clark acknowledge that Product Line
                    members may purchase over time a variety of
                    different products and services from Buyers,
                    but that no Royalty shall be paid in
                    connection with such purchases (the Royalty
                    being earned only in connection with original
                    membership activations occurring during the
                    Term and the first two years of sustained
                    membership of each such activation).

               (2)  Payment Schedule:  The foregoing Royalty shall be due and
               payable to OEI on a quarterly basis within forty-five (45) days
               following the close of each calendar year quarter.  Each payment
               shall be accompanied by a statement of accounting setting forth a
               summary of Product Line activations occurring during such
               calendar year quarter, and successive years of membership
               commencing during such quarter (subject to examination by OEI
               pursuant to Paragraph 6, below).  Buyers shall be entitled to
               recoup its Guaranty payment due under subparagraph 2F(3), below,
               against all Royalty payments otherwise due under this
               subparagraph 2F(2).

               (3)  Guaranty:  In the event of a Roll-Out, Buyers guarantees to
               OEI that the total compensation paid to OEI in connection with
               the Initial One Year Term (including the Session Fee and any
               Royalty payments made in connection with the Test Phase) and each
               Renewal Term shall not be less than $1,500,000, payable as
               follows:

                    (a)  For the Initial One Year Term:
                    $325,000 payable upon Roll-Out and $375,000
                    payable ten (10) days prior to commencement
                    of the second, third, and fourth calendar
                    year quarters following the Roll-Out ($50,000
                    having already been paid as a Session Fee
                    pursuant to Paragraph 1C, above); and

                    (b)  For each Renewal Term:   $375,000
                    payable ten (10) days prior to commencement
                    of the Renewal Term and $375,000 payable ten
                    (10) days prior to commencement of the
                    second, third, and fourth calendar year
                    quarters following commencement of the
                    Renewal Term.

                    Each Guaranty payment shall constitute a non-
                    refundable but recoupable advance against all
                    sums due OEI under this Agreement.  To the
                    extent that the amount paid to OEI in
                    connection with any calendar year quarter
                    during the Initial One Year Term or any
                    Renewal Term exceeds the Guaranty installment
                    due for such quarter, the amount in excess of
                    the Guaranty installment shall be applied as
                    a credit against the Guaranty installment due
                    OEI for the next succeeding calendar year
                    quarter.  Further, at such time as the total
                    amount paid to OEI in connection with the
                    Initial One Year Term (including the Session
                    Fee and Test Phase Royalty payments), or any
                    Renewal Term, equals $1,500,000, no further
                    Guaranty payments shall be due for the
                    remainder of such period.

                    Payment of the foregoing Guaranty shall be
                    secured by a standby letter of credit to be
                    obtained by Buyers for the benefit of OEI
                    after completion of the Test Phase (and only
                    in the event of an affirmative election to
                    proceed with a Roll-

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                    Out).  The letter of
                    credit shall be irrevocable and shall be
                    posted prior to commencement of a Roll-Out,
                    and shall be in a form acceptable to Buyers
                    and OEI.  Upon issuance of the letter of
                    credit, a copy of same shall be attached to
                    this Agreement as Exhibit 1.  The amount of
                    the letter of credit upon initial issuance
                    shall be $1,125,000, and OEI shall be
                    entitled to draw against such letter of
                    credit only if, and to the extent that,
                    Buyers shall fail to make payment of the
                    second, third and/or fourth quarterly
                    Guaranty installments when due OEI as set
                    forth above.  During the Initial Term, the
                    initial amount of the letter of credit shall
                    be reduced by and to the extent of all
                    Guaranty payments made by Buyers to OEI, as
                    well as by and to the extent of any draws
                    against such letter of credit made by OEI.
                    Prior to commencement of each Renewal Term,
                    Buyers shall renew or extend the term of the
                    letter of credit for the duration of such
                    Renewal Term in the amount of $1,125,000, and
                    OEI shall again be entitled to draw against
                    such letter of credit only if, and to the
                    extent that, Buyers shall fail to make
                    payment of the second, third and fourth
                    quarterly Guaranty installments when due OEI
                    (with the amount of the letter of credit
                    being again reduced by and to the extent of
                    all Guaranty payments made by Buyers to OEI,
                    as well as by and to the extent of any draws
                    against such letter of credit made by OEI).
                    It is understood that if the letter of credit
                    is not posted in a form reasonably acceptable
                    to OEI either prior to commencement of a Roll-
                    Out or prior to commencement of any Renewal
                    Term, this Agreement shall terminate and
                    Buyers shall immediately cease the use of
                    Clark's Endorsement.

           (4)  Crediting of Payments:  All compensation as referenced above
                shall be credited against any and all union minimum payments due
                under this Agreement (excluding pension, health and welfare fund
                contributions).  OEI agrees to pay any required income,
                employment or other taxes relating to the compensation paid to
                OEI by Buyers hereunder.

     3.   Renewal:  Buyers shall have the sole right, but not the
obligation, to renew this Agreement for a maximum of two (2)
successive one year terms (each being designated a "Renewal
Term") upon the same terms and conditions, exercisable in writing
not less than ten (10) days prior to the expiration of the then
current one year term.

     4.   Representations and Warranties:

          1.   OEI and Clark warrant and represent that:

            (1)  they have the right to enter into this Agreement and to
            grant the rights as set forth hereinabove;

            (2)  there are no contractual obligations preventing the
            fulfillment of this Agreement;

            (3)  neither this Agreement nor the transactions contemplated
             hereby will cause a violation of any other agreement to which OEI
             or Clark is a party; and


           (4)  OEI and Clark have not, and will not, either themselves or
            by granting authority to any other person or entity, exercise any
            right or take any action which derogates or impairs the rights
            granted to Buyers hereunder (subject, however, to the provisions
            of Paragraph 9, below), or derogates the names or reputations of
            Buyers, the Product Line, or any of the officers, directors, or
            shareholders of Buyers.

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          2.   Buyers warrants and represents that:

               (1)  it has the right to enter into this Agreement and to grant
                    the rights as set forth hereinabove;

               (2)  there are no contractual obligations preventing the
                    fulfillment of this Agreement;

              (3)  neither this Agreement nor the transactions contemplated
                   hereby will cause a violation of any other agreement to which
                   Buyers or any of its affiliated companies is a party.

     5.   Indemnity:

          1.   OEI shall indemnify and hold Buyers, and its officers,
               directors and shareholders (collectively "Indemnitees") harmless
               from and against any and all losses, costs, damages, charges,
               claims, legal fees, recoveries, judgments, penalties and/or
               reasonable expenses (collectively "Losses") which may be obtained
               against, imposed upon, or suffered by Indemnitees by reason of
               any breach of any representation or warranty made by OEI and/or
               Clark under this Agreement, or by reason of any breach of any
               other provision hereof.  The foregoing obligation of OEI to
               indemnify and hold Indemnitees harmless shall survive termination
               or expiration of this Agreement.

          2.   Buyers shall indemnify and hold OEI and Clark, and each of
               them, harmless from and against any and all Losses which may be
               obtained against, imposed upon, or suffered by OEI and/or Clark
               by reason of the exhibition of the advertising materials produced
               hereunder or the sale or use of the Product Line advertised
               therein, or by reason of any breach of any representation or
               warranty made by Buyers under this Agreement or of any other
               provision hereof.  The foregoing obligation of Buyers to
               indemnify and hold OEI and Clark harmless shall survive
               termination or expiration of this Agreement.  For the duration of
               the Term of this Agreement, and thereafter for so long as the
               Product Line is marketed by Buyers (or by any Buyers affiliate,
               subsidiary, successor, or assign) and the insurance coverage
               described herein is available, Buyers shall include OEI and Clark
               as additional named insureds on Buyers's commercial general
               liability insurance policy (including coverage for product
               liability) and advertising liability policy with combined limits
               of not less than $3,000,000, and shall provide OEI and Clark,
               upon request, with certificates of insurance evidencing such
               coverage.

     6.   Right to Examination:   At any time within eighteen (18)
months after a statement is rendered hereunder, OEI shall have
the right to examine Buyers' books and records evidencing its
Product Line membership activations and membership statuses for
the subject period solely for the purpose of determining the
accuracy of such statement.  The examination (i) shall be
conducted by a CPA firm selected by the OEI which is a member in
good standing of the AICPA and the State society, after
reasonable advance written notice from OEI to Buyers, (ii)  shall
be commenced and conducted during Buyers' normal business hours
at the offices of Buyers or its accounting representative, and
(iii) shall be conducted at OEI's sole cost and expense.  There
shall not be more than one examination during each year of the
Term.  Notwithstanding clause (iii), above, in the event it is
mutually determined by Buyers and OEI, or by arbitration pursuant
to Paragraph 10, below, that OEI has been underpaid in an amount
in excess of four (4%) percent of the contract rate of
compensation, Buyers shall pay the reasonable costs of such
examination (excluding travel, living and other personal expenses
of the examiner).  All statements rendered by Buyers under this
Agreement shall be final and binding on OEI, unless specific
objections thereto are made and delivered in writing within
eighteen (18) months from the date any such statement is
delivered to OEI.  Once the records for any accounting period
have been inspected by OEI, such records shall not be the subject
of a later inspection.  Further, with respect to each inspection,
OEI must notify Buyers within ninety (90) days following

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completion of the inspection of any claim it asserts for money
due and owing it as a result of a prior underpayment, in the
absence of which Buyers' accounting statements for the examined
period shall be deemed accurate and any claim of OEI for money
due and owing in connection therewith shall be deemed waived.
Buyers shall have the right to condition disclosure of
information to OEI and its agents, in connection with any
inspection under this paragraph, upon Buyers's receipt of a non-
disclosure agreement, acceptable in form and content to Buyers
and duly executed by OEI and any agent of OEI receiving such
information.

     7.   No Warranty Re Revenues:  The parties understand and agree
that there is a substantial risk in any new venture and that
neither party is making any warranty or representation regarding
the total amount of revenues which will ultimately be generated
pursuant to this Agreement, other than the Guaranty set forth in
Paragraph 2F(3), above.

     8.   Successors and Assigns:  Subject to the restrictions on
delegation of duties contained elsewhere in this Agreement, this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective executors, administrators,
heirs, successors, and assigns, as the case may be.

     9.   Exclusivity:  Commencing upon execution of this Agreement
and continuing thereafter through the Initial One Year Term and
each Renewal Term, neither OEI nor Clark shall in any way
develop, manufacture, endorse, or market, or appear in any form
of advertisement of any kind for the purpose of endorsing or
marketing, any other consumer buying club (as described in
paragraph 1A, above).  For purposes of clarification, this
Paragraph shall not prohibit Clark from: (i) appearing in
advertisements for individual products competitive in category
with individual products marketed by Buyers, provided that Clark
does not thereby (directly or indirectly) endorse another
consumer buying club, or (ii) continuing to operate his own Web
site.

     10.  Attorney's Fees:  In the event that any legal proceeding is
commenced to enforce any term of this Agreement or to seek
recovery for any breach thereof, the prevailing party in such
action shall be entitled to recovery of its reasonable attorney's
fees and actual costs incurred in such action.  Any controversy
or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by an expedited arbitration to
be conducted by the American Arbitration Association (utilizing
one arbitrator) in the City of Los Angeles, State of California,
and judgment on the award rendered by the arbitrator, which shall
be prompt and timely, may be entered in any Court having
jurisdiction thereof.  In order to accomplish the foregoing, the
parties hereby consent to jurisdiction of this matter in the
County of Los Angeles, State of California.  The parties shall
have the right to engage in reasonable discovery in connection
with any such arbitration.  The arbitrator shall be entitled to
award expenses to the prevailing party, inclusive of reasonable
attorney's fees.  The parties shall endeavor, to the extent
reasonably feasible, to keep any dispute arising hereunder
confidential, and the arbitrator shall have authority to enforce
and interpret this duty of reasonable confidentiality.

     11.  Controlling Law:  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

     12.  Entire Agreement:  This Agreement contains the entire
agreement of the parties and supersedes any prior agreements,
understandings and memoranda relating thereto.  This Agreement
may not be changed, altered or modified in any way except by a
writing signed by the parties hereto.

     13.  Severability:  If any clause or provision of this Agreement
shall be adjudged to be invalid or unenforceable, such
adjudication shall not affect the validity of any other clause or
provision of this Agreement, which shall remain in full force and
effect.

     14.  Consent in the Event of Death:  The parties agree that, in
the event of Clark's death during the Initial One Year Term or
any Renewal Term, Buyers shall have the option to continue
marketing the Product Line utilizing Clark's Endorsement in
connection therewith for the duration of the Initial One Year
Term and all Renewal Terms (if any) under the same terms and
conditions as set forth in this Agreement.  In the event that
Buyers shall instead elect to terminate such marketing, Buyers
shall pay to OEI the Royalty as provided in Paragraph 2F(1),
above, on each Product Line origination or renewal generated
through the date of termination (and on each Product Line

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origination or renewal generated thereafter in response to any
direct response advertisements which utilized Clark's
Endorsement, but on no other Product Line sales), and the
Guaranty provided in Paragraph 2F(3) shall be prorated to date of
termination.

     15.  Ownership of Product Line and Advertising Materials:  The
Product Line and all advertising materials produced hereunder
will be and remain the absolute property of Buyers forever,
including, but not limited to, all intellectual property
interests therein.  OEI and Clark acknowledge that they have no
right, title, or interest in or to same and hereby assign all
rights to the Product Line and advertising materials to Buyers.
To the extent required under the applicable copyright laws
regarding ownership of any advertising materials produced
hereunder or the content or use thereof, the product of the
services of OEI and Clark hereunder will be considered works made
for hire or, if not legally capable of being considered as such,
then and in such event OEI and Clark hereby assign to Buyers any
and all right, title or interest they may have in or to such
advertising materials. Notwithstanding the foregoing, it is
agreed that, except as otherwise permitted herein, Buyers may not
use Clark's Endorsement after the termination or expiration of
this Agreement.

     16.  Independent Contractor:  It is understood and agreed that
the relationship of OEI and Clark to Buyers is that of an
independent contractor, and nothing contained in this Agreement
shall be construed to create any partnership, joint venture,
principal/ agent relationship, or any other fiduciary
relationship between the parties hereto.  The parties expressly
disclaim the existence of any third party beneficiaries to this
Agreement.

     17.  Approvals:  OEI and Clark shall have the right of approval
over all images, signatures, photographs and likenesses of Clark,
and all other references to Clark, utilized in the infomercial,
commercials, print advertisements or otherwise; the infomercial
and commercial scripts; and any press releases relating to a Roll-
Out.  Once an item has been approved by OEI and/or Clark under
this Paragraph, it need not again be submitted by Buyers for
approval for subsequent consistent uses, so long as no material
changes are made with respect to such item or the use thereof.
All rights of approval shall be exercised in a fair and
reasonable manner, with no such approval being unreasonably
withheld.  In all instances where the right of approval is
provided, same shall be given, or the reasons for objection shall
be given, within five (5) business days following receipt by OEI
and/or Clark (as the case may be) of a written request for
approval.  In order to facilitate the processing of approvals,
OEI and Clark agree to reasonably advise Buyers of their travel
plans during time periods when requests for approval are likely
to be forthcoming.

     18.  Confidentiality:  The parties acknowledge that the terms and
provisions of this Agreement, and any disputes arising hereunder,
are confidential in nature and, therefore, agree not to disclose
the content or substance thereof to any third parties other than
their attorneys (unless affiliated by common ownership,
employment, or other form of agency relationship), other than as
may be reasonably required in order to comply with any
obligations imposed by the Agreement, or to comply with any
statute, ordinance, rule, regulation, other law, court order or
civil proceeding.

     19.  Notices:  All notices to be sent pursuant to this Agreement
shall be sent via Federal Express, Express Mail, or confirmed
facsimile transmission, to the persons identified below at the
designated addresses (or at such new addresses as the parties may
hereinafter notify each other in writing):

Buyers Online.com                  Mr. Rod Smith
                                   Buyers Online.com
                                   66 East Wadsworth Park Drive
                                   Suite 101
                                   Draper, UT 84020
                                   (801) 277-8900 - telephone
                                   (801) 277-8986 - facsimile

                                   D. John Hendrickson, Esq.
                                   Hall Dickler Kent Friedman & Wood
                                   2029 Century Park East

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                                   Suite 3760
                                   Los Angeles, CA 90067
                                   (310) 203-4247 - telephone
                                   (310) 203-8559 - facsimile

Olive Enterprises, Inc.            Mr. Fran LaMaina
and Dick Clark:                    Olive Enterprises, Inc.
                                   3003 W. Olive Avenue
                                   Burbank, CA 91505-4590
                                   (818) 841-3003 - telephone
                                   (818) 954-8609 - facsimile

                                   Mr. Robert A. Chuck
                                   Olive Enterprises, Inc.
                                   3003 W. Olive Avenue
                                   Burbank, CA 91505-4590
                                   (818) 841-3003 - telephone
                                   (818) 567-4564 - facsimile

                                   Behr Abramson Kaller
                                   2049 Century Park East, Suite 2690
                                   Los Angeles, CA 90067
                                   Attn.: Joel Behr, Esq.
                                   (818) 556-9200 - telephone
                                   (818) 556-9227 - facsimile

     20.  Force Majeure:  If, for any reason, such as strikes,
boycotts, war, weather, other acts of God, riots, delays of
commercial carriers, restraints of public authority, or for any
other reason beyond the control of Buyers and outside the normal
scope of commercial restraints (collectively "Force Majeure"),
Buyers is unable to air the infomercial and/or commercials at all
during any part of the Initial One Year Term or any Renewal Term
hereof, then Buyers shall have the right to extend the affected
Term for an equivalent period (not to exceed ninety (90) days in
total) without payment of any additional compensation to OEI or
Clark (but with payment of the Royalty pursuant to Paragraph 2F).
In the event such Force Majeure causes the prevention, suspension
or postponement of any production session for the infomercial,
commercials or still photography to be produced under this
Agreement, the time for completion of such session(s) shall be
extended, at the election of Buyers and with no additional
compensation being payable to OEI or Clark in connection
therewith, by the number of days equal to the number of days for
which the production session was prevented, suspended, or
postponed (but not to exceed ninety (90) days in total and, in
any event, only to the extent not prohibited by the applicable
union contract having jurisdiction over the production).

     21.  Applicable Union Agreements:  This Agreement is subject to
all of the terms and conditions of the representative contracts
of the union(s) having jurisdiction over the services covered by
this Agreement, except as same may be, and are hereby,
superseded, amended, or supplemented.

     22.  Agency Fees:  Each party hereby represents to the other that
no agent, broker or finder is entitled to any fee or commission
in connection with this Agreement or the transaction contemplated
hereby.

     23.  Representation by Counsel:  Each party represents and
warrants that it has been represented by legal counsel of its own
choosing in the negotiation and drafting of this Agreement; that
it has read this Agreement; that it understands all of its terms;
that the contents of this Agreement have been explained to it by
its counsel; and that this Agreement is executed voluntarily and
with full knowledge of its significance.

                              E-92

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Buyers Online.com                       Olive Enterprises, Inc.



By:                                By:
      Mr. Rod Smith


I hereby represent and warrant that Olive Enterprises, Inc. is
authorized to grant and assign the rights, and furnish my
services, as hereinabove set forth in this Agreement, and I agree
to be bound by the terms and conditions of this Agreement.




Dick Clark

                              E-93

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