LOAN AGREEMENT BY AND BETWEEN

                            BUYERSONLINE.COM, INC.,
                            A DELAWARE CORPORATION

                                      AND


     This Loan Agreement (the "Agreement") is entered into as of this 24th  day
of  October 2001, by and between Buyersonline.com, Inc., a Delaware corporation
("Debtor"),  _________or  his assignee ("Lender").  Maker  and  Lender  may  be
independently  referred  to  hereinafter as  "Party"  or  collectively  as  the
"Parties."

                                   RECITALS:

     WHEREAS,  the  Lender agrees to loan to Debtor the sum  of  $100,000  (the
"Advances"),  bearing interest at the interest rate of twelve (12%)  per  annum
and evidenced by a promissory note (the "Note").

     WHEREAS, Lender has purchased the Note in the amount set forth in  Section
I herein.

     NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
representations, and warranties contained in this agreement,  the  receipt  and
sufficiency  of  which is hereby mutually acknowledged, the  Parties  agree  as
follows:

1.   Loan Amount; Interest.

     Pursuant  to  the  "Promissory Note" attached hereto  as  Exhibit  I  (the
"Note"), Lender has agreed to loan Debtor the aggregate principal amount of One
hundred  Dollars ($100,000) (the "Loan").  Fixed interest shall accrue  on  the
Note  at  the rate of twelve percent (12%) per annum and the principal  of  the
Note  shall  be paid monthly from the Revenue Pool (defined hereinafter)  Gross
Revenues,  (defined  hereinafter).  The interest  accruing  on  the  Loan  (the
"Interest") shall be paid monthly as set forth herein.

2.   Promissory Note.

     In  consideration  thereof, Debtor will issue, cause to  be  executed  and
deliver  to Lender, concurrent with its execution hereof, a Note equal  to  the
amount of the Loan, upon the terms and conditions specified therein, and in the
form attached hereto as Exhibit 1.

3.   Loan Provisions.

     Debtor  is a consumer buying organization that offers high quality monthly
     services   (the   "Services")  at  significantly  discounted   prices   to
     residential  consumers and commercial businesses on  a  membership  basis.
     Debtor  currently has set apart the revenues from approximately  4,027  of
     its  current  members (the "Current Members") that purchase  the  Services
     from  Debtor on a monthly basis (the "Current Members' Monthly Revenues").
     Debtor  has bundled the Current Members' Monthly Revenues into  a  revenue
     pool  (the  "Revenue  Pool")  from which it  will  pay  Lender  additional
     interest  (the "Additional Interest Payments") on the Loan. The Additional
     Interest Payments shall be calculated pro rata against the Revenue Pool. A
     schedule  of  the  Current Members is available upon  Lender's  reasonable
     request. The Interest and the Additional Interest will be paid as follows:

     Debtor  will  pay  to Lender on or before the 10th of every  month  twenty
     percent  (20%) of the Current Members' Monthly Revenues from  the  Revenue
     Pool  that will be applied against the Note's principal until the Note  is
     paid  in  full.   Thus,  each such Additional Interest  Payment  shall  be
     debited  against  the  Note's principal balance.   For  purposes  of  this
     Agreement,  Current  Members' Monthly Revenues shall  mean,  all  revenues
     received from the Current Members, less taxes, PICC charges, late fees and
     penalties.   If  the  Note's principal balance is not paid  on  or  before
     October 24, 2002, the Additional Interest Payment shall increase to twenty-
     five  percent  (25%)  of the Current Members' Monthly Revenues,  generated
     from  the  Current  Members' billings for the Services  until  the  Note's
     principal balance is paid in full.  All principal of the Note is  due  and
     payable on or before October 24, 2003.
     The  Interest  and the Additional Interest Payments will  be  paid  on  or
     before  the 10th day of each month.  For purposes of this Agreement,  each
     monthly  Interest  payment shall be accrued against the  then  outstanding
     principal balance owing under the Note.

     3.1   Additional Interest.  After the Note's principal balance is paid  in
     full, by the Additional Interest Payments, the Additional Interest Payment
     shall  be  reduced to an amount equal to ten percent (10%) on the  Current
     Members' Monthly Revenues generated from the Current Members' billings for
     the  Services (including all services and/or products provided by  Debtor)
     (the "Reduced Additional Interest").  The Reduced Additional Interest will
     be  paid  on or before the 10th day of each month.  The Reduced Additional
     Interest payment will continue until the all of the Current Members  cease
     to purchase telecommunication or other products or services from Debtor.

      3.2   Cash Flow Projections. Attached hereto as Exhibit II are cash  flow
projections  relative  to the Current Members' Monthly Revenues  for  the  next
thirty-six (36) months (the "Cash Flow Projections"). The Cash Flow Projections
are Debtor's best estimate of the Additional Interest Payments that Lender will
receive  hereunder.  The estimates described in the Cash Flow  Projections  are
Debtor's best estimates of Current Members' Monthly revenues based upon the New
Members current billing history with Debtor. The Cash Flow Projections are  not
guaranteed  and  depend heavily upon the following: the  length  of  time  each
Current  Member remains a member with Debtor; the size of each Current Member's
billing  for  the  Services;  and  the  Current  Member's  timely  payment   of
his/her/its billings for the Services.

4.   Warrant Agreement; Piggv-Back Registration Rights.

      4.1  Warrant Agreement. In consideration of Lender tendering the Advances
pursuant  to  the  Note,  Debtor agrees to execute  a  warrant  agreement  (the
"Warrant  Agreement") to purchase shares of Debtor's common stock (the "Warrant
Shares"). A copy of he Warrant Agreement is attached hereto and Exhibit III and
incorporated  herein  by reference. Pursuant to the Warrant  Agreement,  Lender
shall  receive a warrant to purchase shares equaling twenty-five percent  (25%)
of  the  Loan  amount,  with a strike price of $2.50. For  example,  for  every
$100,000  Advanced, Lender will receive a warrant to purchase 25,000 shares  of
the  Debtor's common stock. The Warrant Shares will be exercisable for two  (2)
years following the Closing, defined in paragraph 11 hereof.

     4.2  Piggy-Back Registration Rights.  The Warrant Shares issued to Lender,
pursuant  to  Warrant  Agreement, shall include one (1) piggyback  registration
right.

5.   Default Provisions.

      The occurrence of one or more of the following events shall constitute an
event of default of this Agreement:

     5.1  Nonpayment.  The nonpayment of any principal or interest by Debtor on
the Loan when the same becomes due and payable which is not cured within twenty
(20) days of the due date.

     5.2   Bankruptcy.   The  entry of a decree or  order  by  a  court  having
appropriate jurisdiction adjudging Debtor a bankrupt or insolvent, or approving
as  properly filed a petition seeking reorganization or liquidation  of  Debtor
under the Federal Bankruptcy Act or any other applicable federal or state  law,
or  appointing a receiver, liquidator, assignee or trustee over any substantial
portion  of  the Debtor's property or Collateral, as defined in Section  6,  or
ordering  the winding up or liquidation of its affairs, and the continuance  of
any  such  decree or order unstayed and in effect for a period  of  sixty  (60)
consecutive days.

     5.3  Involuntary Bankruptcy.  The institution by Debtor of proceedings  to
be adjudicated a bankrupt or insolvent, or the consent by it to the institution
of  bankruptcy or insolvency proceedings against it, or the filing by it  of  a
petition  or  answer  or consent seeking reorganization  or  relief  under  the
Federal Bankruptcy Act or any other applicable federal or state law, or consent
by  it  to the filing of any such petition or to the appointment of a receiver,
liquidator,  assignee  or trustee of the Debtor, shall become  subject  to  the
jurisdiction of a federal bankruptcy court or similar state court, or if Debtor
shall  make an assignment for the benefit of its creditors, or if there  is  an
attachment, receivership, execution or other judicial seizure, or if  there  is
an  admission in writing by Debtor of its inability to pay its debts  generally
as  they become due, or the taking of corporate action by Debtor in furtherance
of any such action.

     5.4   Failure  to  Comply.  Debtor's failure to comply with  any  material
term,  obligation,  covenant, or condition contained in this Agreement,  within
twenty (20) days after receipt of written notice from the Lender demanding such
compliance.

     5.5  Misrepresentation.  Any warranty, covenant, or representation made to
Lender  by  Debtor under this Agreement, or any related agreement  executed  in
connection  with  this  Offering, proves to have been  false  in  any  material
respect when made or furnished.

     5.6   Seizure.  Any levy, seizure, attachment, lien, or encumbrance of  or
on  the Collateral, as defined in Section 6.2, other than those existing as  of
the date hereof, which is not discharged by Debtor within ten (10) days,

     5.7  Other Default.  Any other default under the terms of the Note.

6.   Acceleration.

     At  the option of Lender, and without demand or notice, all principal  and
any  unpaid interest shall become immediately due and payable upon an event  of
default as set forth in Section 4 above, subject to the Debtor's right to  cure
any  default within thirty (30) days of occurrence.  Any reasonable  attorneys'
fees and other expenses incurred by Lender in connection with enforcing any  of
its rights hereunder or from a bankruptcy filing relating to Debtor, whether  a
lawsuit is filed or not, shall be additional indebtedness of Debtor secured  by
this Agreement, and shall not be deemed a penalty.

     6.1  Cure.

     Debtor shall be provided a period of thirty (30) days from the date of  an
event  of default, as defined in Section 4 hereinabove, to cure a default.   In
the event Debtor fails to cure a default within such time period, including the
payment of all costs and expenses provided for in this Agreement and the  Note,
Lender  may  immediately enforce any and all rights provided to him under  this
Agreement and the Note.

7.   Remedies Cumulative.

     Each  remedy provided in this Agreement is distinct and cumulative to  all
other rights or remedies under this Agreement or afforded by law or equity, and
may be exercised concurrently, independently, or successively, in any order.

8.   Waiver of Statute of Limitations.

     Debtor hereby waives the right to assert any statute of limitations  as  a
bar  to  the enforcement of this Agreement or to any action brought to  enforce
the Note or any other obligation secured by this Agreement.

9.   Notices and Delivery.

     Any  notices  permitted or required under this Agreement shall  be  deemed
given  upon  the  date  of personal delivery or forty-eight  (48)  hours  after
deposit  in  the  United  States mail, postage fully  prepaid,  return  receipt
requested, addressed as follows:

                                 If to Debtor:
                            Buyersonline.com, Inc.
                            14870 Pony Express Road
                             Bluffdale, UT  84065
                            Attention:  Paul Jarman

                                 If to Lender:

or  at  any  other  address as any party may, from time to time,  designate  by
notice  given  in compliance with this Section.  Any deliveries required  under
this  Agreement  must  be made by personal delivery at the  applicable  address
listed above.

10.  Indemnification.

     10.1 General.

     Debtor  agrees to indemnify, reimburse, and hold harmless Lender,  or  any
     agent  of  the  Lender  from  and  against all  claims,  damages,  losses,
     liabilities,  demands,  suits, judgments,  causes  of  action,  civil  and
     criminal  proceedings,  penalties, fines, and  other  sanctions,  and  any
     attorney fees and other reasonable costs and expenses, arising out of  the
     Debtor's  gross negligence or under the doctrine of strict  liability,  or
     relating to or arising in any manner out of:

  This  Agreement  or the breach of any representation, warranty,  or  covenant
  made by Debtor under this Agreement; or
  Any  transaction, approval, or document contemplated by the  Agreement.   The
  Parties  hereto  intend that this Agreement shall provide for indemnification
  in  excess  of  that  expressly provided for by statute,  including  but  not
  limited   to,  any  indemnification  provided  by  the  Debtor  articles   of
  incorporation,  its  bylaws,  a  vote of its  shareholders  or  disinterested
  directors, or applicable law.

11.  Closing.

     For  purposes  of  this  Agreement, the term "Closing"  shall  occur  upon
Lender's funding of the Loan.

I2.  Entire Agreement.

     This  Agreement,  the  Note,  and attachments  hereto  and  other  related
agreements, contain the entire understanding between and among the Parties  and
supersedes  any  prior understandings and agreements among them respecting  the
subject matter of this Agreement.

13.  Agreement Binding.

     This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties hereto.

14.  Amendment and Modification.

     Subject  to  applicable law, this Agreement may be amended,  modified,  or
supplemented only
by a written agreement signed by the Parties.

15.  Attorneys' Fees.

     In  the  event arbitration, suit or action is brought by any  party  under
this Agreement to enforce
any of its terms, and in any appeal therefrom, it is agreed that the prevailing
party  shall  be  entitled to reasonable attorneys' fees to  be  fixed  by  the
arbitrator, trial court, or appellate court.

16.  Arbitration.

     Any  controversy or claim between or among the parties, including but  not
limited to those arising out of or relating to this Agreement or any agreements
or instruments relating hereto or delivered in connection herewith and based on
or  arising  in  contract or in tort, shall, at the request  of  any  party  be
determined  by arbitration.  The arbitration shall be conducted  in  Salt  Lake
City,  Utah  United  States of America, in accordance with  the  United  States
Arbitration  Act  (Title  9,  U.S. Code), notwithstanding  any  choice  of  law
provision  in  this Agreement, and under the Commercial Rules of  the  American
Arbitration  Association  ("AAA"),  not  later  than  sixty  (60)  days   after
appointment of an arbitrator.  Any controversy concerning whether an  issue  is
arbitrable shall be determined by the arbitrator(s).  The arbitrator shall have
not  the  authority to award punitive damages.  Judgment upon  the  arbitration
award  may  be  entered in any court having jurisdiction.  The institution  and
maintenance  of  an  action for judicial relief or pursuit  of  provisional  or
ancillary  remedy  shall not constitute a waiver of the  right  of  any  party,
including  the plaintiff, to submit the controversy or claim to arbitration  if
any other party contests such action for judicial relief.

17.  Law Governing.

     This  Agreement shall be governed by and construed in accordance with  the
laws of the State
of Utah.

18.  Saving Clause.

     If  any  provision of this Agreement, or the application of such provision
to  any  person or circumstance, shall be held invalid, the remainder  of  this
Agreement,  or  the application of such provision to persons  or  circumstances
other than those as to which it is held invalid, shall not be affected thereby.

19.  Titles and Captions.

     All  section  titles  or  captions contained in  this  Agreement  are  for
convenience only and shall
not  be  deemed  part  of  the context nor effect the  interpretation  of  this
Agreement.

20.  Further Action.

     The  Parties  hereto shall execute and deliver all documents, provide  all
information  and  take or forbear from all such action as may be  necessary  or
appropriate  to  achieve  the  purposes of the Agreement,  including,  but  not
limited  to,  executing  such financing statements,  as  the  Lender  may  deem
necessary and appropriate to protect its interests.

21.  Accredited Investor Status.

     The Lender represents and warrants that:

  He  or she is an "accredited investor" as that term is defined in Rule 501 of
  Regulation D promulgated under the Securities Act of 1933,
  He  or she has been provided with all materials and information requested  by
  the  undersigned  or  his or her representatives, including  any  information
  requested to verify any information furnished, and the undersigned  has  been
  provided the opportunity for direct communication between the Debtor and  its
  representatives  and  the undersigned and its representatives  regarding  the
  purchase  made  hereby, including the opportunity to  ask  questions  of  and
  receive answers from the Debtor,
  He  or she has no present intention of dividing any of the securities or  the
  rights  under  this  Agreement  with others  or  of  reselling  or  otherwise
  disposing  of  any portion of the securities, either currently or  after  the
  passage  of  a  fixed or determinable period of time or on the occurrence  or
  nonoccurrence of any predetermined event or circumstance,
  He  or  she  is  able  to  bear the economic risks of  this  investment  and,
  consequently, without limiting the generality of the foregoing,  is  able  to
  hold  the  securities for an indefinite period of time, and has a  sufficient
  net  worth to sustain a loss of the entire investment, in the event such loss
  should occur,
  He  or  she has adequate means of providing for his or her current needs  and
  possible  contingencies and has no need now and anticipates no  need  in  the
  foreseeable  future,  to  sell  any  portion  of  the  securities   purchased
  hereunder, and
  He  or  she  was  at  no  time solicited by any leaflet,  public  promotional
  meeting,  circular,  newspaper  or  magazine  article,  radio  or  television
  advertisement,  or any other form of general advertising or  solicitation  in
  connection  with the offer, sale, or purchase of the securities through  this
  Agreement.

22.  Counterparts.

     The  terms  of the Agreement are contractual and not merely recital.   The
Agreement  may  be signed in one or more counterparts, each of which  shall  be
deemed an original.  Furthermore, facsimile copies shall be deemed the same  as
originals.  The Agreement shall be deemed fully executed and effective when all
Parties  have executed at least one of the counterparts, even though no  single
counterpart bears all such signatures.















     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.


                                    LENDER:



                        ______________________________


                        DEBTOR:  BUYERSONLINE.COM, INC.


                       ________________________________
                               By:  Paul Jarman
                        Its:  Chief  Operating Officer

                           EXHIBIT 1

                     BUYERSONLINE.COM, INC.
                        PROMISSORY NOTE

THIS  PROMISSORY  NOTE HAS BEEN ACQUIRED FOR INVESTMENT FOR  THE  HOLDER'S  OWN
ACCOUNT  AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
OF  SECURITIES.  THE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED ("SECURITIES ACT")  OR  UNDER  ANY  STATE
SECURITIES LAWS ("BLUE SKY LAWS").  AN OFFER TO SELL OR TRANSFER OR THE SALE OR
TRANSFER  OF THESE SECURITIES IS UNLAWFUL UNLESS MADE PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT OR PERMIT, AS APPLICABLE, UNDER THE SECURITIES  ACT  OR
APPLICABLE  BLUE  SKY  LAWS  OR UNLESS AN EXEMPTION  FROM  REGISTRATION  AND/OR
QUALIFICATION  UNDER  THE  SECURITIES ACT  AND  APPLICABLE  BLUE  SKY  LAWS  IS
AVAILABLE  OR  AN OPINION OF COUNSEL, OR OTHER EVIDENCE REASONABLY SATISFACTORY
TO THE COMPANY, IS PROVIDED TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION
OR  QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE  BLUE
SKY LAWS.

                            BUYERSONLINE.COM, INC.
                                PROMISSORY NOTE


Amount Advanced: $100,000                              Dated: October 24, 2001


     FOR  VALUE  RECEIVED, the undersigned, Buyersonline.com, Inc., a  Delaware
corporation ("Maker"), promises to pay to the order of _________________ or his
assignee  ("Lender"),  the  principal  sum  of  One  Hundred  Thousand  Dollars
($100,000) (the "Advances"), pursuant to Section 3 of this Promissory Note (the
or  this "Note"), as described herein (the "Maturity Date") from the date first
written above (the "Execution Date").

     1.   Fixed Interest.

     The  outstanding  principal from time to time under the  Note  shall  bear
interest  at the rate of Twelve Percent (12%) per annum (the "Interest").   The
Interest shall be paid monthly as described herein.

     2.   Computation.

     All payments (including prepayments) hereunder are to be applied first  to
the  payment  of  accrued  Fixed Interest and the remaining  balance  shall  be
applied  to the payment of principal.  Accrued Fixed Interest shall be computed
on  the  basis of a three hundred and sixty (365) day year, based on the actual
number of days elapsed.

     3.   Principal and Fixed Interest Payments.

     Maker  is a consumer buying organization that offers high quality  monthly
services  (the  "Services") at significantly discounted prices  to  residential
consumers and commercial businesses on a membership basis. Maker currently  has
set  apart  the  revenues from approximately 4027 of its current  members  (the
"Current  Members") that purchase the Services from Maker on  a  monthly  basis
(the  "Current  Members'  Monthly Revenues"). Maker  has  bundled  the  Current
Members'  Monthly Revenues into a revenue pool (the "Revenue Pool") from  which
it  will pay Lender additional interest (the "Additional Interest Payments") on
the Loan. The Additional Interest Payments shall be calculated pro rata against
the  Revenue  Pool.  Attached hereto as Exhibit II and incorporated  herein  by
reference  is a schedule that identifies the Current Members. The Interest  and
the Additional Interest will be paid as follows:

       Maker will pay to Lender on or before the 10th of every month twenty
          percent (20%) of the Current Members' Monthly Revenues from the
Revenue Pool
          that will be applied against the Note's principal until the Note is
paid in
          full.  Thus, each such Additional Interest Payment shall be debited
against the
          Note's principal balance.  For purposes of this Agreement, Current
Members'
          Monthly Revenues shall mean, all revenues received from the Current
Members,
          less taxes, PICC charges, late fees and penalties.  If the Note's
principal
          balance is not paid on or before October 24, 2002, the Additional

Interest
          Payment shall increase to twenty-five percent (25%) of the Current
Members'
          Monthly Revenues, generated from the Current Members' billings for
the Services
          until the Note's principal balance is paid in full.  All principal
of the Note
          is due and payable on or before October 24, 2003.
The Interest and the Additional Interest Payments will be paid on or
before the 10th day of each month.  For purposes of this Agreement, each
monthly Interest payment shall be accrued against the then outstanding
principal balance owing under the Note.

     3.1   Additional Interest.  After the Note's principal balance is paid  in
full,  by  the  Additional Interest Payments, the Additional  Interest  Payment
shall  be  reduced  to  an amount equal to ten percent  (10%)  on  the  Current
Members' Monthly Revenues generated from the Current Members' billings for  the
Services  (including  all  services and/or products  provided  by  Maker)  (the
"Reduced Additional Interest").  The Reduced Additional Interest will  be  paid
on  or  before  the  10th day of each month.  The Reduced  Additional  Interest
payment  will continue until the all of the Current Members cease  to  purchase
telecommunication or other products or services from Maker.

4.   Warrant Agreement; Piggv-Back Registration Rights.

      4.1  Warrant Agreement. In consideration of Lender tendering the Advances
pursuant to the Note, Maker agrees to execute a warrant agreement (the "Warrant
Agreement") to purchase shares of Maker's common stock (the "Warrant  Shares").
Pursuant  to the Warrant Agreement, Lender shall receive a warrant to  purchase
shares  equaling twenty-five percent (25%) of the Loan amount,  with  a  strike
price of $2.50. For example, for every $100,000 Advanced, Lender will receive a
warrant  to  purchase 25,000 shares of the Maker's common  stock.  The  Warrant
Shares will be exercisable for two (2) years following the Closing, defined  in
paragraph 11 hereof.

     4.2  Piggy-Back Registration Rights.  The Warrant Shares issued to Lender,
pursuant  to  Warrant  Agreement, shall include one (1) piggyback  registration
right.

     5.   Designated Places of Payment.

     The  Advances and interest due hereunder is payable in lawful money of the
United States of America, in immediately available funds, at such place as  may
be  designated by Lender not later than 5:00 P.M. Mountain Standard Time on the
Maturity Date.

     6.   Usury Matters.

      It  is  expressly stipulated and agreed to be the intent of  Maker  and
Lender  to  comply with at all times, the applicable state law governing  the
maximum rate or amount of interest payable on the Note (or applicable federal
law  to the extent that it permits the Lender to contract for, charge,  take,
reserve  or receive a greater amount of interest than under applicable  state
law),  In  the event the applicable law is judicially interpreted  so  as  to
render  usurious  any  amount called for under the Note  or  contracted  for,
charged, taken, reserved or received with respect to such indebtedness, or if
Lender's exercise of his, her or its option to accelerate the maturity of the
Note, or if any prepayment by Maker results in Maker having paid any interest
in  excess of that permitted by applicable law, then it is the express intent
of  both  Maker and Lender that all excess amounts theretofore  collected  by
Lender be credited to the principal balance of the Note (or, if this Note has
been or would thereby be paid in full, refunded to Maker).  In the event such
judicial interpretation is applied to this Note, the provisions of this  Note
shall  immediately  be deemed amended and the amounts thereafter  collectible
hereunder  reduced, without the necessity of the execution  of  any  new,  or
amendment to any existing, document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount legally permitted.

     7.   Waivers.

      Except  as set forth elsewhere herein, Maker, for itself and its  legal
representatives,  successors,  and  assigns,  expressly  waives  presentment,
protest,  demand,  notice  of  dishonor,  notice  of  nonpayment,  notice  of
maturity,  notice  of  protest, notice of intent  to  accelerate,  notice  of
acceleration,  presentment  for  the purpose of  accelerating  maturity,  and
diligence in collection.

     8.   Default.

     Maker shall be deemed in default if any of the following events occur: (a)
Maker  fails  to make any payments hereunder when due and fails  to  make  such
payment within twenty (20) days of such due date; (b) the entry of a decree  or
order by a court having appropriate jurisdiction adjudging Maker a bankrupt  or
insolvent, or approving as properly filed a petition seeking reorganization  or
liquidation  of Maker under the Federal Bankruptcy Act or any other  applicable
federal or state law, or appointing a receiver, liquidator, assignee or trustee
over any substantial portion of Maker's property, or ordering the winding up or
liquidation of Maker's affairs, and the continuance of any such decree or order
unstayed  and  in effect for a period of sixty (60) consecutive days;  (c)  the
institution by Maker of proceedings to be adjudicated a bankrupt or  insolvent,
or the consent by it to the institution of bankruptcy or insolvency proceedings
against  it,  or  the filing by it of a petition or answer or  consent  seeking
reorganization  or  relief  under  the Federal  Bankruptcy  Act  or  any  other
applicable federal or state law, or the consent by it to the filing of any such
petition  or to the appointment of a receiver, liquidator, assignee or  trustee
of Maker; (d) default in the obligation of Maker for borrowed money, other than
this  Note, which shall continue for a period of sixty (60) days, or any  event
that results in acceleration of the maturity of any indebtedness of Maker under
any note, indenture, contract, or agreement; (e) Maker fails to comply with any
material  term,  obligation,  covenant, or  condition  contained  in  the  Loan
Agreement, within twenty (20) days after receipt of written notice from  Lender
demanding  such  compliance;  (f)  any  representation  or  statement  made  or
furnished to Lender by Maker or on Maker's behalf is false or misleading in any
material respect; (g) any levy, seizure, attachment, hen, or encumbrance of  or
on  Maker's property, other than those existing as of the date hereof, which is
not discharged by Maker within twenty (20) days; and (h) any sale, transfer, or
disposition  of  a  material  amount of Maker's property,  other  than  in  the
ordinary course of business, without the written consent of the Lender.

     8.1  Cure.

     Maker  shall be provided a period of thirty (30) days from the date of  an
event  of default, as defined in Section 8 hereinabove, to cure a default.   In
the  event  Maker fails to cure any default within such time period,  including
the  payment of all costs and expenses provided for in this Note and under  the
Loan  and  Security  Agreement  by  and among  Maker  and  Lender,  Lender  may
immediately enforce any and all rights provided to him under this Note and  the
Loan and Security Agreement.

     9.   Acceleration, Attorneys' Fees.

     At  the  option of the Lender, and without demand or notice, all principal
and  any unpaid interest shall become immediately due and payable upon an event
of  default  as set forth in Section 8 hereinabove.  Any reasonable  attorneys'
fees  and other expenses incurred by the Lender in enforcing any of its  rights
hereunder  or  from a bankruptcy filing relating to the Maker, or  any  of  the
other  events  described in Section 8 hereinabove, shall be  deemed  additional
indebtedness  of  the  Maker and added to the principal  amount  of  the  Note,
irrespective of whether Lender files suit against Maker.





     10.  Section Headings.

     Headings and numbers have been set forth for convenience only.  Unless the
contrary  is compelled by the context, the language set forth in each paragraph
applies equally to the entire Note.

     11.  Amendments in Writing.

     This  Note  may only be changed, modified or amended in writing signed  by
the Parties.

     12.  Choice of Law.

     The  Note  and  all transactions hereunder and evidenced hereby  shall  be
governed by, construed under, and enforced in accordance with the laws  of  the
State of Utah.

     Made and Executed at Salt Lake City, Utah

                            Buyersonline.com, Inc.


               ______________________________________
                               By:  Paul Jarman
                       Its:  Chief  Operating Officer
































                                  EXHIBIT III

                               WARRANT AGREEMENT


                            BUYERSONLINE.COM, INC.

                          Warrant for the Purchase of
                            Shares of Common Stock
                               Par Value $0.0001

                               WARRANT AGREEMENT

THE  HOLDER  OF  THIS WARRANT, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT  TO  THE
WARRANT  AND  COMMON  STOCK ISSUABLE UPON EXERCISE OF THE WARRANT,  AGREES  AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES HAVE BEEN ACQUIRED
FOR  INVESTMENT  AND  MAY  NOT BE TRANSFERRED OR SOLD  IN  THE  ABSENCE  OF  AN
EFFECTIVE  REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES  ACT
OR  THE  LAWS  OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE  LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY  TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT  THE  SALE  OR
TRANSFER  IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND  SUCH  STATE
STATUTES.

      This  is  to certify that, for value received _____________________  (the
"Holder")  is entitled to purchase from BUYERSONLINE.COM, INC. (the "Company"),
on  the  terms and conditions hereinafter set forth, all or any part of  25,000
shares ("Warrant Shares") of the Company's common stock, par value $0.0001 (the
"Common Stock"), at the purchase of $2.50 per share or the lowest price offered
to  any  third party individual or entity in the three (3) months prior to  the
last  "Closing," defined hereinafter (this or the "Warrant"). Upon exercise  of
this  Warrant  in  whole or in part, a certificate for the  Warrant  Shares  so
purchased shall be issued and delivered to the Holder.  If less than the  total
warrant  is exercised, a new warrant of similar tenor shall be issued  for  the
unexercised  portion of this Warrant.  By acceptance hereof, the Holder  agrees
to be bound by the terms and conditions of this Warrant.

      This  Warrant  is  granted  subject to the following  further  terms  and
conditions:

     1.   This Warrant has vested and is exercisable immediately and through the
period  ending  5:00 p.m. Salt Lake City time two (2) years from the "Closing,"
as  defined  hereinafter (the "Exercise Period").  In order  to  exercise  this
Warrant  with respect to all or any part of the Warrant Shares for  which  this
Warrant  is  at the time exercisable, Holder (or in the case of exercise  after
Holder's death, Holder's executor, administrator, heir or legatee, as the  case
may be) must take the following actions:

           (a)   Deliver  to  the  Corporate Secretary of  the  Corporation  an
executed  notice  of exercise in substantially the form of notice  attached  to
this  Agreement (the "Exercise Notice") in which there is specified the  number
of Warrant Shares which are to be purchased under the exercised warrant.

          (b)   Pay  the  aggregate  Warrant Price  for  the  purchased  shares
through  full  payment  in cash or by check made payable to  the  Corporation's
order

           (c)   Furnish to the Corporation appropriate documentation that  the
person or persons exercising the Warrant (if other than Holder) have the  right
to exercise this Warrant.

           (d)  For purposes of this Agreement, the Exercise Date shall be  the
date  on  which the executed Exercise Notice shall have been delivered  to  the
Company.   Except  to  the extent the sale and remittance  procedure  specified
above  is  utilized  in connection with the warrant exercise,  payment  of  the
Warrant Price for the purchased shares must accompany such Exercise Notice.

           (e)   Upon  such exercise, the Company shall issue and cause  to  be
delivered with all reasonable dispatch (and in any event within three  business
days  of  such  exercise) to or upon the written order of  the  Holder  at  its
address, and in the name of the Holder, a certificate or certificates  for  the
number  of  full Warrant Shares issuable upon the exercise together  with  such
other property (including cash) and securities as may then be deliverable  upon
such  exercise.  Such certificate or certificates shall be deemed to have  been
issued and the Holder shall be deemed to have become a holder of record of such
Warrant Shares as of the Exercise Date.

      2.   The Warrant Shares have not and may not be registered as of the date
of  exercise of this Warrant under the Securities Act or the securities laws of
any  state.   This Warrant and the Warrant Shares issuable on exercise  of  the
Warrant, when and if issued, are and may be "restricted securities" as  defined
in  Rule 144 promulgated by the Securities and Exchange Commission and must  be
held  indefinitely unless subsequently registered under the Securities Act  and
any other applicable state registration requirements, or an exemption from such
registration  requirements for resale is available.  The Warrant  Shares  carry
one  piggy  back registration right. Other than the foregoing, the  Company  is
under  no  obligation to register the securities under the  Securities  Act  or
under  applicable state statutes.  In the absence of such a registration or  an
available  exemption  from registration, sale of the  Warrant  Shares  will  be
prohibited  for  not  less than one (1) year and until the  Holder  receives  a
Letter  of Opinion from the Company stating the Holder's decision to sale  said
Warrant  Shares is in compliance with the terms of sale under Rule  144.    The
Holder  shall  confirm to the Company the representations set  forth  above  in
connection with the exercise of all or any portion of this Warrant.

      3.    The number of Warrant Shares purchasable upon the exercise of  this
Warrant  and  the  Warrant Price per share shall be subject to adjustment  from
time  to  time  subject to the following terms.  If the outstanding  shares  of
Common Stock of the Company are increased, decreased, changed into or exchanged
for a different number or kind of shares of the Company through reorganization,
recapitalization,  reclassification, stock dividend,  stock  split  or  reverse
stock  split,  the  Company  or  its  successors  and  assigns  shall  make  an
appropriate  and proportionate adjustment in the number or kind of shares,  and
the  per-share Warrant Price thereof, which may be issued to the  Holder  under
this Agreement upon exercise of the Warrants granted under this Agreement.   If
any   capital   reorganization  or  reclassification  of   Common   Stock,   or
consolidation or merger of the Company with another corporation or the sale  of
all or substantially all of its assets to another corporation shall be effected
in  such a way that holders of Common Stock shall be entitled to receive stock,
securities, or assets with respect to or in exchange for Common Stock, then, as
a  condition of such reorganization, reclassification, consolidation, merger or
sale,  lawful  adequate provisions shall be made whereby  the  Holder  of  this
Warrant  shall  thereafter have the right to acquire and  receive  on  exercise
hereof  such shares of stock, securities, or assets as would have been issuable
or  payable  (as  part of such reorganization, reclassification, consolidation,
merger  or  sale) with respect to or in exchange for such number of outstanding
shares  of Common Stock as would have been received on exercise of this Warrant
immediately before such reorganization, reclassification, consolidation, merger
or sale.  In any such case, appropriate provision shall be made with respect to
the  rights  and interests of the Holder of this Warrant to the  end  that  the
provisions hereof shall thereafter be applicable in relation to any  shares  of
stock,  securities, or assets thereafter deliverable on the  exercise  of  this
Warrant.  The Company will not effect any such consolidation, merger,  or  sale
unless  prior  to the consummation thereof the successor corporation  resulting
from  such  consolidation or merger or the corporation purchasing  such  assets
shall assume, by written instrument mailed or delivered to the Holder hereof at
its  last  address  appearing on the books of the Company,  the  obligation  to
deliver  to  such  Holder such shares of stock, securities, or  assets  as,  in
accordance  with  the  foregoing provisions, such Holder  may  be  entitled  to
acquire  on exercise of this Warrant.  The purchase rights represented by  this
Warrant  shall  not be exercisable with respect to a fraction  of  a  share  of
Common  Stock.  Any fractional shares of Common Stock arising from the dilution
or  other  adjustment in the number of shares subject to this Warrant shall  be
rounded up to the nearest whole share.

     4.   The Company covenants and agrees that all Warrant Shares which may be
delivered  upon the exercise of this Warrant will, upon delivery, be free  from
all  taxes, liens, and charges with respect to the purchase thereof;  provided,
that  the  Company  shall have no obligation with respect  to  any  income  tax
liability of the Holder.

      5.    The  Company  agrees at all times to reserve or  hold  available  a
sufficient  number  of shares of Common Stock to cover the  number  of  Warrant
Shares issuable upon the exercise of this and all other warrants of like  tenor
and other convertible securities then outstanding.

     6.   This Warrant shall not entitle the Holder hereof to any voting rights
or  other  rights  as  a shareholder of the Company, or  to  any  other  rights
whatsoever,  except  the rights herein expressed, and  no  dividends  shall  be
payable or accrue in respect of this Warrant or the interest represented hereby
or  the Warrant Shares purchasable hereunder until or unless, and except to the
extent that, this Warrant shall be exercised.

      7.    The Company may deem and treat the registered owner of this Warrant
as  the absolute owner hereof for all purposes and shall not be affected by any
notice to the contrary.

      8.    In  the event that any provision of this Agreement is found  to  be
invalid or otherwise unenforceable under any applicable law, such invalidity or
unenforceability  shall  not  be construed as rendering  any  other  provisions
contained herein invalid or unenforceable, and all such other provisions  shall
be  given  full  force and effect to the same extent as though the  invalid  or
unenforceable provision were not contained herein.

      9.   This Agreement shall be governed by and construed in accordance with
the  internal  laws of the state of Utah, without regard to the  principles  of
conflicts of law thereof.

      10.  In case this Warrant shall be mutilated, lost, stolen, or destroyed,
the   Company  may  at  its  discretion  issue  and  deliver  in  exchange  and
substitution for and on cancellation of the mutilated Warrant, or  in  lieu  of
and  substitution for the Warrant lost, stolen, or destroyed, a new Warrant  of
like  tenor  and  representing an equivalent right or  interest;  but  only  on
receipt  of  evidence  satisfactory to the Company  of  such  loss,  theft,  or
destruction  of  this Warrant and indemnity satisfactory to the  Company.   The
Holder  shall also comply with such other reasonable regulations and  pay  such
other reasonable charges as the Company may prescribe.

      11.   This Agreement shall be binding on and inure to the benefit of  the
Company  and  the  person  to  whom a warrant is granted  hereunder,  and  such
person's  heirs, executors, administrators, legatees, personal representatives,
assignees, and transferees.

      12.   For  purposes of the Warrant's Exercise Period, the "Closing"  (the
"Closing")  referenced  in  paragraph 1 hereof shall  relate  to  the  date  of
Holder's  funding  of  that  certain loan,  described  in  that  certain  "Loan
Agreement," (the "Loan Agreement"), entered into on even date herewith  between
Holder and the Company.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signature of its duly authorized officer on this October 24, 2001


                            BUYERSONLINE.COM, INC.


                    By:____________________________________
                                  Paul Jarman
                         Its: Chief Operating Officer


                                Exercise Notice
          (to be signed only upon exercise of Warrant)

TO:  BUYERSONLINE.COM, INC.

      The  Holder of the attached warrant hereby irrevocable elects to exercise
the purchase rights represented by the warrant for, and to purchase thereunder,
________________________________ shares of common  stock  of  BuyersOnline.com,
Inc., and herewith makes payment therefor, and requests that the certificate(s)
for such shares be delivered to the Holder at:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

      If  purchase  is  to be effected by conversion of the warrant  to  Common
Stock,   the   Holder   hereby  converts  warrant  rights   with   respect   to
__________________________________ Warrant Shares represented by the Warrant.

      If  acquired without registration under the Securities Act  of  1933,  as
amended  ("Securities Act"), the Holder represents that  the  Common  Stock  is
being  acquired  without  a  view to, or for, resale  in  connection  with  any
distribution  thereof  without  registration  or  other  compliance  under  the
Securities Act and applicable state statutes, and that the Holder has no direct
or  indirect  participation in any such undertaking or in the  underwriting  of
such an undertaking.  The Holder understands that the Common Stock has not been
registered, but is being acquired by reason of a specific exemption  under  the
Securities Act as well as under certain state statutes for transactions  by  an
issuer not involving any public offering and that any disposition of the Common
Stock  may, under certain circumstances, be inconsistent with these exemptions.
The Holder acknowledges that the Common Stock must be held and may not be sold,
transferred, or otherwise disposed of for value unless subsequently  registered
under  the  Securities Act or an exemption from such registration is available.
The  Company  is  under no obligation to register the Common  Stock  under  the
Securities  Act.  The certificates representing the Common Stock  will  bear  a
legend  restricting transfer, except in compliance with applicable federal  and
state securities statutes.

      The  Holder agrees and acknowledges that this purported exercise  of  the
Warrant is conditioned on, and subject to, any compliance with requirements  of
applicable federal and state securities laws deemed necessary by the Company.

     DATED this ________ day of ________________________________, __________.



                                   _______________________________________
                                   Signature

                                 Transfer Form

       FOR  VALUE  RECEIVED,  _________________________________________________
hereby sell, assign, and transfer  unto

_______________________________________________________________________________
_________

_______________________________________________________________________________
_________

_______________________________________________________________________________
_________.

warrants  to  purchase  shares of the Common Stock of  BuyersOnline.com,  Inc.,
represented by the within instrument, and do hereby irrevocably constitute  and
appoint:

_______________________________________________________________________________
_________

to  transfer  said warrants stock on the books of the within named  Corporation
with full power of substitution in the premises.

     Dated _______________________________________, _______________.


                                   ________________________________________

In presence of

     ________________________________________