TELECOMMUNICATIONS PURCHASE AGREEMENT

     This "Telecommunications Purchase Agreement" (this "Agreement") is entered
into this ___ day of October 2001 and is by and between Buyersonline.com, Inc.
("Buyers") and LowerMyBills.com, Inc. ("LMB"). Buyers and LMB are referred to
herein sometimes singularly as "Party" or collectively as the "Parties."

     Purpose: The purpose of this Agreement is to outline the terms and
conditions of the purchase agreement between Buyers and LMB.

     1.    Purchase Program:  Pursuant to the terms of this Agreement, LMB will
     use  its  website  to  attract  individuals  and  entities  interested  in
     telecommunication services (the "LMB Customers") and will up  sell  Buyers
     long  distance telecommunication reseller services and Buyers will in turn
     purchase  the  LMB  Customers  from  LMB.  Buyers  is  a  consumer  buying
     organization that offers high quality monthly essential services (such  as
     telecommunication   services)  at  significantly  discounted   prices   to
     residential consumers and commercial businesses on a membership basis (the
     "Services").  Individual or entities that purchase the Services,  commence
     trafficking  and  are  fully provisioned become  Buyers  members  ("Buyers
     Members").  The specific telecommunication service program that  LMB  will
     market to the LMB Customers is as follows:

       Rate: The long distance rate for interstate long distance shall be  that
       as  agreed  to  by the Parties. Such rate may change from  time-to-time,
       based upon the agreement and understanding of the Parties.

       Minimum  Usage:  For  all  of the LMB Customers  that  Buyers  purchases
       pursuant  to  this Agreement, that do not bill a minimum  of  $20.00  in
       telecommunication charges, shall pay an additional $2.50 per month  (the
       "Monthly Minimum Payment").

       Free  Long  Distance:  For the first month that the  LMB  Customers  are
       Buyers  members,  they shall receive one hundred (100)  free  interstate
       long  distance minutes. This may take the form of a credit  on  the  LMB
       Customers'  first billing statement from Buyers or some  other  type  of
       credit.

     2.    Purchase Price: As a purchase price (the "Purchase Price")  for  the
LMB Members, Buyers agrees to pay LMB as follows:

           A.    Payment  for  each LMB Customer: For every LMB  Customer  that
     becomes a Buyers Member, Buyers will pay the following:

       For  every 0 - 3,000 LMB Customers per month that become Buyers Members,
       are  fully provisioned and begin trafficking through Buyers, Buyers will
       pay to LMB  $25.

       For  every  3,001  -  5,000 ("retroactively applied,"  meaning  all  LMB
       Members  up  to  3001  per month) LMB Customers per  month  that  become
       Buyers  Members,  are  fully provisioned and begin  trafficking  through
       Buyers, Buyers will pay to LMB  $26.

       For  the  next  5,001 - 7,500 (retroactively applied) LMB Customers  per
       month  that  become  Buyers  Members, are fully  provisioned  and  begin
       trafficking through Buyers, Buyers will pay to LMB  $28.

       For  the  next 7,501 - 10,000 (retroactively applied) LMB Customers  per
       month  that  become  Buyers  Members, are fully  provisioned  and  begin
       trafficking through Buyers, Buyers will pay to LMB  $30.

       For  10,000 or more LMB Customers (retroactively applied) per month that
       become  Buyers  Members,  are fully provisioned  and  begin  trafficking
       through Buyers, Buyers will pay to LMB  $32.

     These  calculations  operate on a monthly basis. For example,  should  LMB
deliver  to  Buyers  3,000 LMB Customers in a given month  that  become  Buyers
Members (and meet the basic criteria therefore described in paragraph1 hereof),
Buyers would pay LMB $25 for each LMB Customer or $75,000. However, should  LMB
deliver  to  Buyers  3,001 LMB Customers in a given month  that  become  Buyers
Members, Buyers would pay LMB $26 for each LMB Customer or $78,026.

          B.   Payment Terms: Buyers shall pay to LMB the Purchase Price as
follows:

       Pre-Payment: Commencing on the date of this Agreement, Buyers shall pre-
       pay  $20  of  the  Purchase Price two (2) weeks in  advance  (the  "Pre-
       Payment"),  based upon estimated sales. Buyers has paid to  LMB  $80,000
       towards  the  purchase of LMB Customers. LMB shall apply the Pre-Payment
       towards  the Purchase Price of the LMB Customers until it has  used  the
       entire  Pre-Payment for a given period. Buyers shall then remit  another
       prepayment  to LMB for the next two-week estimated sales.  For  example,
       should  the Pre-Payment be $75,000 and should 3,000 LMB Customers become
       Buyers  Members  in a two-week period, LMB would apply the  entire  Pre-
       Payment  against the amount owing for that two-week period. Buyers  will
       then  remit another Pre-Payment to LMB, for the next two-week  estimated
       sales.

       Balance: The Balance of the Purchase Price shall be paid to LMB for  the
       LMB  Customers that become Buyers Members (as described in  paragraph  1
       hereof),  within  thirty (30) days that such new  Buyers  Members  begin
       trafficking on Buyers telecommunications system.

       Additional  Consideration: As additional consideration (the  "Additional
       Consideration")  Buyers agrees to pay to LMB five percent  (5%)  of  the
       gross  revenues  actually collected from the LMB Customers  that  become
       Buyers  members (the "Membership Date"), commencing at the next  billing
       cycle,   six  (6)  months  from  the  Membership  Date.  The  Additional
       Consideration  shall  be  paid  on the 15th  of  every  month  and  will
       continue  from  the  Membership Date until the LMB  Customer  ceases  to
       purchase  telecommunication or other products or services  from  Buyers.
       For  purposes  of  this  Agreement,  "gross  revenues"  shall  mean  all
       revenues  received  from the LMB Customers, less  taxes,  PICC  charges,
       late fees and penalties.

     3.   Termination:  Either Party may terminate this Agreement  upon  forty-
eight (48) hours' written notice.

     4.   LMB's Obligations: LMB agrees to use its best efforts to feature  and
promote  Buyers  and the Services offered by Buyers to generate interest  among
the  LMB  Customers  in becoming Buyers Members. LMB's promotions  may  include
"Featured  Plan" status, "Recommended Plan" status, online marketing and  other
marketing avenues and/or channels.

     5.   Buyers' Obligations: Buyers agrees to provide support services to LMB
and  the LMB Customers to ensure that a minimum of eighty percent (80%) of  the
LMB  Customers become Buyers Members and are fully provisioned. In addition  to
existing  reporting tools offered by Buyers, Buyers agrees  to  provide  weekly
reporting and analysis of LMB Customers that become Buyers Members.

6.    Miscellaneous Provisions: The following miscellaneous provisions  are  an
integral part of this Agreement.

           A.    Binding Obligation.  This Agreement shall inure to the benefit
of  and  constitute  a binding obligation upon the contracting  parties,  their
respective heirs, legal representatives and permitted assigns.

           B.   Headings.  The headings used in this Agreement are inserted for
reference purposes only and shall not be deemed to limit or affect in any  way,
the  meaning  or  interpretation of any of the  terms  or  provisions  of  this
Agreement.

           C.    Severability. The provisions of this Agreement are  severable,
and  should any provision hereof be void, voidable, unenforceable, or  invalid,
such a void shall not affect any other portion or provision of this Agreement.

           D.    Waiver.  Any waiver by any Party hereto of any breach of  this
Agreement of any kind or character whatsoever by the other Party, whether  such
waiver  is direct or implied, shall not be construed as a continuing waiver  or
consent  to  any subsequent breach of this Agreement on the part of  the  other
Party.

           E.   Applicable Law. This Agreement shall be interpreted, construed,
and enforced according to the laws of the State of Utah.

           F.    Attorneys' Fees.  In the event any Party brings any action  or
proceeding  under  this Agreement, the prevailing Party shall  be  entitled  to
recover attorneys' fees and costs of court in such an amount as such court  may
adjudge reasonable.

          G.   Assignment.  Neither Party may assign this Agreement without the
written consent of the other Party.

           H.   Mediation  and Arbitration.  If any dispute arises  under  this
Agreement,  the Parties shall negotiate in good faith to settle  such  dispute.
If  the  Parties cannot resolve such dispute themselves, then either Party  may
submit  the  dispute to mediation by a mediator approved by both Parties.   The
Parties shall both cooperate with the mediator.  If the Parties cannot agree to
any  mediator, or if either Party does not wish to abide by any decision of the
mediator,  then  they shall submit the dispute to arbitration by  any  mutually
acceptable  arbitrator.   If no arbitrator is mutually  acceptable,  then  they
shall  submit  the  matter  to arbitration under  the  rules  of  the  American
Arbitration  Association  (AAA).   Under any arbitration,  both  Parties  shall
cooperate  with  and agree to abide finally by any decision of the  arbitration
proceeding.  The costs of the arbitration proceeding shall be born according to
the  decision  of  the  arbitrator, who may  apportion  costs  equally,  or  in
accordance  with  any finding of fault or lack of good faith of  either  Party.
The arbitrator's award shall be non-appealable and enforceable in any court  of
competent jurisdiction.

           IN  WITNESS WHEREOF, the Parties have executed this Agreement on the
day and year first above written.


               BUYERSONLINE.COM, INC.



               By:___________________________________
                    Kenneth Krogue
               Its:      Vice President, Sales



               LOWERMYBILL.COM, INC.



               By:___________________________________
              Its:_________________________________