Exhibit No. 18
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                   FIRST LEVEL CAPITAL, INC.

                    SELLING AGENT AGREEMENT

                                                  September 7, 2000

First Level Capital, Inc.
50 Broadway, 24th Floor
New York, NY 10004

Gentlemen:

     BuyersOnline.com, Inc. (the "Company"), on the basis of  the
representations,  warranties, covenants and conditions  contained
herein,  hereby confirms the agreement made with respect  to  the
retention  of the First Level Capital, Inc. (the "Selling  Agent"
or "Sales Agent") as the exclusive agent of the Company to assist
the  Company  in  finding qualified purchasers, pursuant  to  the
terms  of this Selling Agent Agreement (the "Agreement"), for  up
to an aggregate of $11,000,000 of the Company's Units ("Units" or
"Securities"),  each Unit consisting of one  share  of  Series  B
Convertible  Preferred  Stock (the "Preferred  Stock")  and  five
Common  Stock  Purchase  Warrants  (the  "Warrant")  on  a  "best
efforts" basis (the "Offering").  The Offering is being conducted
on  a  "best-efforts all or none" basis with respect  to  200,000
Units  at  a cash purchase price of $2,000,000, and on  a  "best-
efforts  basis" as to 780,000 Units at a cash purchase  price  of
$7,800,000.   The  Bridge Financing contemplated  by  Section  17
shall  automatically be exchanged for Units on the  sale  of  not
less  than  $2,000,000 of Units.  The Company may  convert  other
outstanding   debt  obligations  to  Units  in  excess   of   the
$11,000,000  of  Units  offered for cash and  conversion  of  the
Bridge  Financing, for which the Sales Agent is not  entitled  to
any  compensation, except for conversion of (a) $325,000 of notes
issued  on  or before June 8, 2000, held by clients of the  Sales
Agent  who are not affiliates of the Company and (b) $100,000  of
notes  issued to Eric Rand and $50,000 of notes issued to  Eileen
Mirman  after  June  8, 2000, but prior to the  execution  hereof
(collectively the "$475,000 Earlier Notes").  The Securities  are
described  in  the Private Placement Memorandum  (as  defined  in
paragraph  1(a)  below)  and will be  sold  in  reliance  on  the
exemptions  from registration set forth in Section  4(2)  of  the
Securities Act of 1933, as amended (the "Act"), and Rule  506  of
Regulation D promulgated thereunder.

     The  Company confirms the agreements made by it with respect
to the sale of the Securities by the Selling Agent, as follows:

1.   Representations and Warranties of the Company.

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     The Company represents and warrants to, and agrees with you,
the  Selling Agent, as of the date hereof, and as of each Closing
Date  and  until  the  last Closing Date  (which  is  hereinafter
defined in paragraph 12 of this Agreement) that:

     (a)   A Private Placement Memorandum, including all exhibits
attached  thereto (the "Private Placement Memorandum"),  relating
to  the private offering of the Securities, copies of which  have
theretofore  been  delivered to you, has  been  prepared  by  the
Company  in  order  to  consummate the Offering  pursuant  to  an
exemption  contained  in the Act, and the rules  and  regulations
(the  "Rules  and  Regulations") of the Securities  and  Exchange
Commission (the "Commission") promulgated thereunder.

     (b)  As of the date of the Private Placement Memorandum and at
all times subsequent thereto until the last Closing Date, neither
the Private Placement Memorandum, nor any supplement or amendment
thereto,  nor any report filed by the Company with the Commission
under  the  Securities  Exchange Act of  1934,  as  amended  (the
"Exchange  Act") will include any untrue statement of a  material
fact  or  omit  to  state  any material fact  necessary  to  make
statements  therein, in light of the context in which  they  were
made,  not misleading; provided, however, that the Company  makes
no  representations, warranties or agreement  as  to  information
contained in or omitted from the Private Placement Memorandum  in
reliance  upon,  and  in  conformity  with,  written  information
furnished  to  the Company by the Selling Agent specifically  for
use in the Private Placement Memorandum.

     (c)   The  Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of  the
jurisdiction of its incorporation, with full power and  authority
(corporate  and  other)  to own its properties  and  conduct  its
business as described in the Private Placement Memorandum, and is
duly qualified to do business as a foreign corporation and is  in
good  standing in all other jurisdictions in which the nature  of
its  business  or  the character or location  of  its  properties
requires  such qualification, except where failure to so  qualify
will not materially affect the Company's business, properties  or
financial condition.

     (d)  The authorized, issued and outstanding securities of the
Company  as of each Closing Date of the Offering is as set  forth
in  the  Private  Placement Memorandum; all  of  the  issued  and
outstanding securities of the Company have been, or will be  when
issued  as  set  forth in the Private Placement Memorandum,  duly
authorized, validly issued, fully paid, and non-assessable; based
in  part on the representations of the subscribers to the Private
Placement  Memorandum and the actions of the Selling  Agent,  the
issuances  and  sales  of  all such securities  complied  in  all
material  respects with applicable Federal and  State  securities
laws;  to  the Company's knowledge, the holders thereof  have  no
rights  of  rescission against the Company with respect  thereto,
and are not subject to personal liability by reason of being such
holders; none of such securities were issued in violation of  the
preemptive  rights of any holders of any security of the  Company
or  similar contractual rights granted by the Company; except  as
set  forth  in  the  Private Placement  Memorandum,

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no  options,
warrants  or  other  rights  to  purchase,  agreements  or  other
obligations  to issue, or agreements or other rights  to  convert
any  obligation  into, any securities of the  Company  have  been
granted or entered into by the Company; and all of the securities
of  the  Company,  issued and to be issued as set  forth  in  the
Private  Placement Memorandum, conform to all statements relating
thereto contained in the Private Placement Memorandum.

     (e)  The Preferred Stock, Warrants, and shares of Common Stock
issuable  upon  the  conversion  or  exercise  thereof  are  duly
authorized,  and  when  issued and  delivered  pursuant  to  this
Agreement,  will be duly authorized, validly issued, fully  paid,
and no personal liability will attach to the ownership thereof.

     (f)   This  Agreement has been duly and validly  authorized,
executed and delivered by the Company, and assuming due execution
of this Agreement by the Selling Agent, will constitute the valid
and  binding  obligation of the Company enforceable  against  the
Company  in  accordance with its terms, except as  enforceability
may  be limited by bankruptcy, insolvency or other laws affecting
the  rights  of creditors generally.  The Company has full  power
and authority to authorize, issue and sell the Securities on, and
subject  to,  the terms and conditions set forth in  the  Private
Placement Memorandum, and no consent, approval, authorization  or
order  of  any  governmental authority is required in  connection
with  such authorization, execution and delivery, except such  as
may be required under the Act or state securities laws.

     (g)  Except as described in the Private Placement Memorandum, the
Company  is  not  in violation, breach of or default  under,  and
consummation  of  the  transactions herein contemplated  and  the
fulfillment  of  the terms of this Agreement  will  not  conflict
with, or result in a breach of, or constitute a default under, or
result  in  the  creation or imposition of any  lien,  charge  or
encumbrance upon any of the property or assets of the Company  or
any  of the terms of any indenture, mortgage, deed of trust, loan
agreement  or other agreement or instrument to which the  Company
is  a party or by which the Company may be bound or to which  any
of  the  property or assets of the Company is subject,  nor  will
such action result in any material violation of the provisions of
the  articles  of  incorporation or by-laws of  the  Company,  as
amended,  or  any  statute  or  any  order,  rule  or  regulation
applicable  to  the  Company of any court or  of  any  regulatory
authority or other governmental body having jurisdiction over the
Company.

     (h)  The Company has good and marketable title to all properties
and assets described in the Private Placement Memorandum as owned
by  it,  free  and  clear of all liens, charges, encumbrances  or
restrictions,  except such as are not material to  the  business,
financial condition or results of operations of the Company;  all
of  the material leases and subleases under which the Company  is
the  lessor  or sublessor of properties or assets or under  which
the Company holds properties or assets as lessee or sublessee  as
described  in the Private Placement Memorandum are in full  force
and  effect,  and the Company is not in default in  any  material
respect with respect to any of the terms or provisions of any  of
such  leases  or  subleases, and no claim has  been  asserted  by
anyone  adverse  to  rights of

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the Company as lessor,  sublessor,
lessee,  or  sublessee  under  any of  the  leases  or  subleases
mentioned  above, or affecting or questioning the  right  of  the
Company  to  continued  possession of  the  leased  or  subleased
premises  or  assets under any such lease or  sublease;  and  the
Company  owns  or  leases all such properties  described  in  the
Private  Placement Memorandum as are necessary to its  operations
as  now  conducted and, except as otherwise stated in the Private
Placement Memorandum, as proposed to be conducted as set forth in
the Private Placement Memorandum.

     (i)  Arthur Andersen LLP, Certified Public Accountants, who has
given  its  report  on  certain financial  statements  which  are
included  in our annual report on Form 10-KSB for the year  ended
December  31,1999,  is,  to the Company's knowledge,  independent
public  accountants  as  required by the  Exchange  Act  and  the
regulations promulgated thereunder.

     (j)   The financial statements and schedules, together  with
related  notes,  set forth or incorporated by  reference  in  the
Private   Placement  Memorandum  present  fairly  the   financial
condition,  results of operations and cash flows of the  Company,
on  the basis stated in the Private Placement Memorandum, at  the
respective  dates and for the respective periods  to  which  they
apply, provided that financial statements which are not as of the
end of any fiscal year are subject to such adjustments as may  be
required  in the normal course of preparation of annual financial
statements.  Said statements and related notes and schedules have
been  prepared  in accordance with generally accepted  accounting
principles  applied  on  a basis which is consistent  during  the
periods involved. The Company's internal accounting controls  and
procedures are sufficient to cause the Company to comply  in  all
material  respects with generally accepted accounting  principles
applied  on  a  basis  that  is  consistent  during  the  periods
involved.

     (k)  Subsequent to the respective dates as of which information
is  set  forth  in the Private Placement Memorandum  and  to  and
including  each  Closing  Date,  except  as  set  forth   in   or
contemplated by the Private Placement Memorandum, (i) the Company
has  not  incurred  and  will  not  have  incurred  any  material
liabilities  or obligations, direct or contingent,  and  has  not
entered  into  and  will  not  have  entered  into  any  material
transactions other than as contemplated in the Private  Placement
Memorandum  except in the ordinary course of business,  (ii)  the
Company  has not and will not have paid or declared any dividends
or  have made any other distribution on its capital stock;  (iii)
there  has not been any material change in the capital stock  of,
or  any  incurrence of long-term debt by, the Company;  (iv)  the
Company  has not issued any warrants, options or other rights  to
purchase  any securities of the Company (except the  Company  may
grant  compensatory options to purchase up to 600,000  shares  to
employees, directors or consultants); and (v) there has not  been
and  will  not  have  been any material  adverse  change  in  the
business,  financial condition or results of  operations  of  the
Company,  or  in  the book value of the assets  of  the  Company,
arising for any reason whatsoever.

     (l)  Except as set forth in the Private Placement Memorandum,
there  is  not  now pending or, to the knowledge of the  Company,
threatened, any action, suit, proceeding, inquiry, arbitration or
investigation  against  the Company or any  of  its  officers  or
directors,

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nor, to the knowledge of the company, any such action,
suit  proceeding,  inquiry, arbitration, or investigation,  which
might  result  in  any material adverse change in  the  condition
(financial  or  otherwise), business  prospects,  net  worth,  or
properties of the Company.

     (m)   The Company has filed all necessary federal, state and
foreign  income and franchise tax returns and has paid all  taxes
shown  as  due thereon; and there is no tax deficiency which  has
been or to the knowledge of the Company might be asserted against
the  Company  that  has not been provided for  in  the  financial
statements.

     (n)   The Company has sufficient licenses, permits and other
governmental authorizations currently required for the conduct of
its business or the ownership of its property as described in the
Private Placement Memorandum and is complying therewith and  owns
or  possesses adequate right to use all material patents,  patent
applications  trademarks, service marks,  trade-names,  trademark
registrations,   service  mark  registrations,  copyrights,   and
licenses necessary for the conduct of such business and  has  not
received  any  notice  of conflict with the  asserted  rights  of
others in respect thereof.  None of the activities or business of
the Company are in violation of, or cause the Company to violate,
any  law,  rule,  regulation or order of the United  States,  any
state, county or locality, or of any agency or body of the United
States  or  of  any state, county or locality, the  violation  of
which  would  have a material adverse impact upon  the  condition
(financial or otherwise), business, property, prospective results
of operations, or net worth of the Company.

     (o)  The Company has not, directly or indirectly, at any time (i)
made any contributions to any candidate for political office,  or
failed  to disclose fully any such contribution, in violation  of
law  or  (ii) made any payment to any state, federal  or  foreign
governmental  officer or official, or other person  charged  with
similar  public  or quasi-public duties, other than  payments  or
contributions required or allowed by applicable law.

     (p)  On the Closing Date, all transfer or other taxes (including
franchise,  capital stock or other tax, other than income  taxes,
imposed  by  any jurisdiction) if any, which are required  to  be
paid  in  connection with the sale and transfer of the Securities
will have been fully paid or provided for by the Company and  all
laws imposing such taxes will have been fully complied with.

     (q)  Except as described in the Private Placement Memorandum, the
Company  has  no subsidiary corporations.  The Company  does  not
have  any  equity  interest  in any partnership,  joint  venture,
association  or other entity except as disclosed in  the  Private
Placement Memorandum.

     (r)  The Company is in compliance in all material respects with
all  federal, state and local laws and regulations respecting the
employment of its employees and employment practices,  terms  and
conditions  of  employment and wages and hours relating  thereto.
To  the  Company's knowledge, there are no pending investigations
involving  the  Company by the U.S. Department of Labor,  or  any
other governmental agency responsible

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for the enforcement of such
federal,  state or local laws and regulations.  To the  Company's
knowledge, there is no unfair labor practice charge or  complaint
against  the Company pending before the National Labor  Relations
Board  or  any strike, picketing, boycott, dispute,  slowdown  or
stoppage  pending or to the knowledge of the Company,  threatened
against  or involving the Company or any predecessor entity.   No
question   concerning   representation  exists   respecting   the
employees  of the Company and no collective bargaining  agreement
or  modification  thereof is currently being  negotiated  by  the
Company.  No grievance or arbitration proceeding is pending under
any  expired or existing collective bargaining agreements of  the
Company, if any.

     (s)  Other than as set forth in the Private Placement Memorandum,
the  Company has not entered into any agreement pursuant to which
any  person  is  entitled,  either  directly  or  indirectly,  to
compensation  from the Company, from the Selling Agent,  or  from
any other person, for services as a finder in connection with the
proposed  private offering, and the Company agrees  to  indemnify
and  hold harmless the Selling Agent against any losses,  claims,
damages  or  liabilities, joint or several, which shall  include,
but  not  be  limited to , all costs to defend against  any  such
claim,  so  long as such claim arises out of agreements  made  or
allegedly made by the Company.

     (t)   Based upon written representations received  from  the
officers and directors of the Company, except as disclosed in the
Private Placement Memorandum, during the past five years, none of
the officers or directors of the Company have been:

               (i)  The subject of a petition under the federal bankruptcy laws
          or any state insolvency law filed by or against them, or a
          receiver, fiscal agent or similar officer appointed by a court
          for their business or property, or any partnership in which any
          or them was a general partner at or within two years before the
          time of such filing, or any corporation or business association
          of which any of them was an executive officer at or within two
          years before the time of such filing;

               (ii) Convicted in a criminal proceeding or a named subject of a
          pending criminal proceeding (excluding traffic violations and
          other minor offenses);

               (iii)     The subject of any order, judgment, or decree not
          subsequently reversed, suspended or vacated, of any court of
          competent jurisdiction, permanently or temporarily enjoining any
          of them from, or otherwise limiting, any of the following
          activities:

               (A)  acting as a futures commission merchant, introducing broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage transaction merchant, any other person regulated by the
               Commodity Futures Trading Commission, or an associated person of
               any of the foregoing, or as an investment adviser, underwriter,

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               broker or dealer in securities, or as an affiliated person,
               director or employee of any investment company, bank, savings and
               loan association or insurance company, or engaging in or
               continuing any conduct or practice in connection with any such
               activity;
               (B)  engaging in any type of business practice; or

               (C)  engaging in any activity in connection with the purchase or
               sale of any security or commodity or in connection with any
               violation of federal or state securities law or federal commodity
               laws.

               (iv) The subject of any order, judgment or decree, not
          subsequently reversed, suspended or vacated of any federal or
          state authority barring, suspending or otherwise limiting for
          more than sixty (60) days their right to engage in any activity
          described in paragraph 1(t)(iii) above, or be associated with
          persons engaged in any such activity;

               (v)  Found by any court of competent jurisdiction in a civil
          action or by the Securities and Exchange Commission to have
          violated any federal or state securities law, and the judgment in
          such civil action or finding by the Commission has not been
          subsequently reversed, suspended or vacated; or

               (vi) Found by a court of competent jurisdiction in a civil action
          or by the Commodity Futures Trading Commission to have violated
          any federal commodities law, and the judgment in such civil
          action or finding by the  Commodity Futures Trading Commission
          has not been subsequently reversed, suspended or vacated.

       (u)    The  Company  does  not  currently  have  filed   a
registrations  statement under the Act for a public  offering  of
any  of  its  securities  by the Company,  nor  has  the  Company
completed  a public offering of any of its securities within  the
past six months.

2.    Representations and Warranties of Selling Agents.   Selling
Agent  represents  and warrants to and agrees  with  the  Company
that:

     (a)  Selling Agent is a member in good standing of the National
Association of Securities Dealers, Inc., is registered as a
broker/dealer under the Securities Exchange Act of 1934 (the
"Exchange Act"), and is licensed as a broker/dealer under the
laws of the states of Florida, New York and any other state
securities laws applicable to the offers and sales of the
Preferred Stock by Selling Agent, and will immediately notify the
Company in writing of any change in its status as such;

     (b)   This Agreement has been duly authorized, executed  and
delivered  by  Selling  Agent.  This  Agreement  constitutes  the
valid, legal and binding obligation of Selling Agent, enforceable
in  accordance  with  its terms, except as  rights  to  indemnity
hereunder  may  be  limited  by  applicable  federal   or   state
securities laws, and except as such enforceability may

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be limited
by   bankruptcy,  insolvency,  reorganization  or  similar   laws
affecting  creditor's  rights  generally  and  general  equitable
considerations;

     (c)  The consummation of the transactions contemplated hereby
will  not result in any breach of the terms or conditions of,  or
constitute a default under, any agreement or other instrument  to
which  Selling Agent is a party, or violate any order, applicable
to  Selling  Agent, of any court or federal or  state  regulatory
body  or  administrative agency having jurisdiction over  Selling
Agent or over any of its property; and

     (d)   Selling Agent will use its reasonable best efforts  to
conduct  the  Offering hereunder in a manner intended  to  be  in
compliance  with  the provisions of this Agreement  and  in  this
regard  and  for  Selling  Agent to be deemed  to  be  using  its
reasonable best efforts, Selling Agent will:

               (i)  Conduct the Offering, insofar as is under Selling Agent's
          control, in a manner intended to be in compliance with the
          requirements of Regulation D;

               (ii) Comply with the rules of the state securities laws of the
          states in which Selling Agent offers or sells Preferred Stock in
          this Offering (offers and sales will be made only in those states
          in which Selling Agent has been advised by the Company that blue
          sky clearance has been obtained or is not required); and

               (iii)     During the course of the Offering, not make any
          representations other than those expressly set forth in the
          Memorandum or any supplement or amendment thereto which has been
          authorized in writing by the Company.

3.   Appointment of Selling Agent to Sell the Securities.

      (a)   Subject to the terms and conditions of this Agreement
and  based  upon  the representations, warranties and  agreements
herein  contained, the Company hereby appoints the Selling  Agent
as an agent of the Company, until the last Closing Date (which in
any  event  shall  not be later than 90 days  after  the  Private
Placement  Memorandum is available for distribution to  potential
purchasers),  to find qualified purchasers for the Securities  in
accordance with the Act and the Rules and Regulations, who  shall
be  accredited investors as that term is defined in  Rule  501(a)
under  the  Act,  and  the Selling Agent, on  the  basis  of  the
representations  and  warranties of the Company  herein,  accepts
such  appointment  and  agrees to use its best  efforts  to  find
qualified  purchasers for the Securities in accordance  with  the
Act  and the Rules and Regulations; provided, that the engagement
of  the Selling Agent and this Agreement may be terminated by the
Company if the Sales Agent fails to complete the Bridge Financing
on  the  terms set forth in Section 17 of this Agreement  or  the
Sales Agent fails to sell and an initial closing is not held with
respect  to  200,000 Units at a cash purchase price of $2,000,000
on  or  before the later of

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September 29, 2000, and 30 days after
the Private Placement Memorandum is available for distribution to
potential purchasers.  The price of the Units shall be $10.00 per
Unit.   The  Company shall pay a sales commission of ten  percent
(10%) of the total proceeds to the Selling Agent with respect  to
each Unit sold for cash and each Unit sold through conversion  of
the  $475,000  Earlier Notes, plus 10% of the proceeds  from  the
bridge  financing contemplated by Section 17 of  this  Agreement.
However, no commission will be payable to the Selling Agent  upon
conversion  of  the  notes issued by the Company  in  the  Bridge
Financing  contemplated  by Section 17  of  this  Agreement.   In
addition,  the  Company  shall reimburse the  Selling  Agent  for
expenses  it incurs in connection with this Offering  on  a  non-
accountable basis in the aggregate amount of 3% of the amount  on
which  the sales commission is paid to the Sales Agent; provided,
that  the  total payment for such non-accountable expenses  shall
not exceed $250,000.  At each Closing, the Company shall sell  to
Selling Agent at a price of $0.001 each, warrants to purchase 20%
of the number of shares of Common Stock issuable on conversion of
all  Preferred  Stock included in the Units (including  Preferred
Stock  included  in  Units issuable on conversion  of  the  notes
issued  in the Bridge Financing contemplated by Section  17,  but
excluding  Units  issuable on conversion of the $475,000  Earlier
Notes  or  any other notes of the Company outstanding as  of  the
date  of  this Agreement) sold in the offering exercisable  at  a
price of $2.50 per share over a five year term commencing on  the
first  closing.   If the Company shall otherwise  terminate  this
Agreement  prior  to the first closing, then  the  Company  shall
issue to the Sales Agent the warrants described in this paragraph
for the purchase of 500,000 shares of Common Stock.

          The  Company  reserves  the right  to  make  the  final
determination as to whether any purchasers found by  the  Selling
Agent  are  "accredited investors" within  the  meaning  of  Rule
501(a)  of  Regulation  D  under  the  Act,  and  to  reject  the
subscriptions  of  any purchasers the Company  deems  not  be  so
accredited.

     (b)   The  Selling Agent shall use its best efforts to  find
qualified purchasers for the Securities on behalf of the  Company
in accordance with the Act and the Rules and Regulations, and the
Selling  Agent  will instruct investors to make  all  remittances
payable  to  an escrow agent jointly selected by the Company  and
Sales Agent..  Any and all funds received from such sale, without
any  deduction therefrom whatsoever, including, but  not  limited
to,  any commission or any dealer concession or otherwise,  shall
be forthwith deposited in such escrow account.

     (c)  The holders of the $475,000 Earlier Notes and all other
notes  issued  from June 1, 2000 through August 31,  2000,  shall
have, notwithstanding the terms of any such notes, the option  of
exchanging  their  notes for Units in the Offering  or  receiving
payment in full of the outstanding balance owed on the notes.

4.   Delivery of the Securities.

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<PAGE>

     Delivery  of the Securities sold by the Selling Agent  shall
take  place at the offices of the Selling Agent (or at such other
place as may be designated by the Selling Agent), on each Closing
Date.


5.   Offering the Securities on Behalf of the Company.

     It  is  understood that the Selling Agent proposes  to  find
qualified  purchasers for the Securities in private sales  exempt
from  registration under the Act as contemplated in  the  Private
Placement Memorandum, solely as agent for the Company,  upon  the
terms   and   conditions  set  forth  in  the  Private  Placement
Memorandum.  The Selling Agent shall commence making  such  offer
as  agent  for  the Company on the date of the Private  Placement
Memorandum,  or as soon thereafter as the Selling Agent  and  the
Company deem advisable.

6.    Covenants of the Company.  The Company covenants and agrees
with the Selling Agent that:

     (a)  The Company has caused to be delivered to you copies of
the  Private Placement Memorandum, and the Company has  consented
and  hereby  consents to the use of such copies for the  purposes
permitted  by the Act.  The Company authorizes the Selling  Agent
to  use  the Private Placement Memorandum in connection with  the
sale  of the Securities during the offering period and until  the
last  Closing Date, in compliance with the Act and the Rules  and
Regulations, and for such period as in the opinion of counsel  to
the Company and the Selling Agent the use thereof is required  to
comply  with the applicable provisions of the Act and  the  rules
and  comply  with the applicable provisions of the  Act  and  the
Rules  and  Regulations.   If at any  time  within  the  offering
period,  there occurs an event of which the Company has knowledge
and  which  in the opinion of counsel for the Company or  counsel
for  the Selling Agent should be set forth in a supplement to the
Private  Placement  Memorandum in order to  make  the  statements
therein  not  then  misleading, in  light  of  the  circumstances
existing at the time the Private Placement Memorandum is required
to  be delivered to a purchaser of the Securities, or in case  it
shall  be  necessary to amend or supplement the Private Placement
Memorandum to comply with law or with the Act and the  Rules  and
Regulations,  the Company will notify you promptly and  forthwith
prepare  and  furnish  to  you copies  of  such  amended  Private
Placement Memorandum or of such supplement to be attached to  the
Private  Placement  Memorandum, in such  quantities  as  you  may
reasonably   request,  in  order  that  the   Private   Placement
Memorandum,  as so amended or supplemented, will not contain  any
untrue statement of a material fact or omit to state any material
facts  necessary in order to make the statements in  the  Private
Placement  Memorandum,  in the light of the  circumstances  under
which  they  are  made,  not  misleading.   The  preparation  and
furnishing  of  any such amendment or supplement to  the  Private
Placement  Memorandum  shall be without expense  to  the  Selling
Agent.   After  notice  by the Company to Selling  Agent  of  the
requirement for amendment or supplement to the Private  Placement
Memorandum  in accordance with this paragraph, the Selling  Agent
agrees  that  it will not deliver further

                                  E-29
<PAGE>

copies of  the  Private
Placement  Memorandum  to  any prospective  purchaser  until  the
appropriate  amendment or supplement has  been  supplied  by  the
Company.

          The  Company  will comply with the Act, the  Rules  and
Regulations  thereunder, and the provisions of the  Exchange  Act
and  the rules and regulations thereunder in connection with  the
offering and issuance of the Securities.

     (b)  The Company will, at its sole cost and expense, use its best
efforts to qualify and register the Securities for sale under the
securities  or  "blue  sky"  laws of such  jurisdictions  as  are
reasonably  requested by the Selling Agent, and  will  make  such
applications and furnish such information as may be required  for
that  purpose and to comply with such laws, provided the  Company
shall  not be required to qualify as a foreign corporation  or  a
dealer  in securities or to execute a general consent to  service
of  process  in  any jurisdiction in any action  other  than  one
arising  out  of  the  offering or sale of the  Securities.   The
Company will, from time to time, prepare and file such statements
and   reports  as  are  or  may  be  required  to  continue  such
qualification in effect for so long a period as the Selling Agent
may reasonably request, until the last Closing Date.

     (c)  The Company will apply the net proceeds from the sale of the
Securities   substantially  in  accordance  with  the   Company's
statements as set forth in the Private Placement Memorandum.

     (d)  The Company will reserve a sufficient number of shares of
Common Stock issuable upon conversion of the Preferred Stock  and
exercise of Warrants.

     (e)  The Company shall prepare and file a registration statement
(the  "Resale  Registration") with the  Securities  and  Exchange
Commission  within 90 days from the closing of  the  offering  in
order  to  permit the resale of the Common Stock  underlying  the
Preferred Stock and Warrants issued as part of the Units,  Common
Stock  underlying  any  warrants issued in the  Bridge  Financing
contemplated by Section 17, Common Stock underlying any  warrants
that  contain  registration rights that are now outstanding,  and
the  Common  Stock underlying the warrants issued  to  the  Sales
Agent under Section 3(a) (the "Registrable Securities").  If  the
Registrable   Securities   are  registered   under   the   Resale
Registration  within six months of the final  closing  and  as  a
condition to the Company's obligation to register for each holder
its  Registrable Securities, such holder (and its  assigns)  will
agree  not to sell any of the Registrable Securities without  the
written  approval  of Sales Agent and the Company  prior  to  the
later  of one year from the final closing or six months from  the
effective  date  of  the  registration  statement  (the  "Lock-up
Period").   The Company shall use its best efforts  to  have  the
Resale Registration declared effective as soon as possible  after
filing,  and  to keep such registration statement  effective  (by
filing  all necessary post effective amendments thereto) for  not
less  than the later of one year from the initial effective  date
of  the registration statement or six months following the end of
the  Lock-up  Period.  The holders of warrants  included  in  the
Registrable Securities shall, in addition to the rights conferred
above,  have "piggy-back" registration rights for the  underlying
Common Stock, which rights are effective from and after the  date
the  Resale

                                  E-30
<PAGE>

Registration  ceases to  be  effective  and  may  be
exercised  at  any time prior to the later of expiration  of  the
warrants or one year from the date the warrants are exercised, to
include  the  shares underlying the warrants in any  registration
statement  filed by the Company with the Securities and  Exchange
Commission during the period the "piggy-back" registration rights
may  be  exercised (other than a registration statement filed  on
Forms S-8 or S-4, or any similar form thereto).  The terms of the
registration  rights are as set forth in the Registration  Rights
Agreement  attached  as  an  exhibit  to  the  Private  Placement
Memorandum  and  the subscription document used  for  the  Bridge
Financing contemplated by Section 17 of this Agreement.

7.    Conditions of Selling Agent's Obligations.  The obligations
of the Selling Agent to act as agent for the Company are subject,
as  of  the  date  hereof and as of each  Closing  Date,  to  the
continuing  accuracy of, and compliance with, the representations
and  warranties  of  the  Company  herein,  to  the  accuracy  of
statements  of officers of the Company made to the Selling  Agent
pursuant  to  the  provisions hereof, to the performance  by  the
Company  of  its  obligations hereunder,  and  to  the  following
additional conditions:

     (a)  Since the date as of which information is presented in the
Private  Placement Memorandum; (i) there shall not have been  any
material  adverse change in the capital stock or other securities
of  the  Company or any material adverse change in the  long-term
debt of the Company except as set forth in or contemplated by the
Private Placement Memorandum; (ii) there shall not have been  any
material   adverse  change  in  the  general  affairs,  business,
properties or condition (financial or otherwise), management,  or
results of operations of the Company, whether or not arising from
transactions  in the ordinary course of business,  in  each  case
other  than  as  set  forth  in or contemplated  by  the  Private
Placement  Memorandum; (iii) the Company shall not have sustained
any  material  interference with its business or properties  from
fire,  explosion, flood or other casualty, whether or not covered
by  insurance,  or  from  any  labor  dispute  or  any  court  or
legislative or other governmental action, order or decree,  which
is  not  set forth in the Private Placement Memorandum; (iv)  the
Private  Placement Memorandum and any amendments  or  supplements
thereto  shall  contain all statements which are required  to  be
stated  therein  in  accordance with the Act and  the  Rules  and
Regulations,  and shall in all material respects conform  to  the
requirements   thereof,   and  neither  the   Private   Placement
Memorandum nor any amendment or supplement thereto shall  contain
any  untrue  statement of a material fact or omit  to  state  any
material fact required to be stated therein or necessary to  make
the  statements therein, in light of the circumstance under which
they  are  made, not misleading.  The Selling Agent's obligations
to find qualified purchasers under this Agreement shall cease, if
in  the  judgment  of  the Selling Agent,  any  such  development
referred  to  in  clauses  (i), (ii),  (iii)  or  (iv)  makes  it
impracticable or inadvisable to consummate the sale and  delivery
of the Securities by the Selling Agent.

     (b)  At each Closing Date, except as set forth in the Private
Placement  Memorandum, there is not pending or, to the  knowledge
of   the   Company,  threatened,  any  material   action,   suit,
proceeding,  inquiry,  arbitration or investigation  against  the
Company or any of the officers or directors of the Company,  nor,
to  the  Company's  knowledge, any

                                  E-31
<PAGE>

such  material  action,  suit,
proceeding,  inquiry, arbitration, or investigation, which  might
materially  and  adversely  affect the  condition  (financial  or
otherwise), business prospects, net worth, or properties  of  the
Company.
     (c)  Each of the representations and warranties of the Company
contained herein shall be true and correct as of this date and at
each  Closing  Date  as  if made at the  Closing  Date,  and  all
covenants and agreements herein contained to be performed on  the
part  of  the Company and all conditions herein contained  to  be
fulfilled  or  complied with by the Company at or  prior  to  the
Closing  Date  shall  have  been  duly  performed,  fulfilled  or
complied with.

     (d)  The Selling Agent shall have received on each Closing Date
certificates dated as of each Closing Date, signed by  the  Chief
Executive Officer and the Chief Financial Officer of the Company,
and  such other officers of the Company as the Selling Agent  may
reasonably request, certifying that:

               (i)  They do not know of any litigation instituted or threatened
               against the Company or any officer or director of the Company, of
               a character required to be disclosed in the Private Placement
               Memorandum which is not disclosed therein; they do not know of
               any contracts which are required to be summarized in the Private
               Placement Memorandum which are not so summarized; and they do not
               know of any material contracts required to be attached as
               exhibits to the Private Placement Memorandum which are not so
               attached;

                    (ii) They have each carefully examined the Private Placement
               Memorandum and, to the best of their knowledge, neither the
               Private Placement Memorandum nor any amendment or supplement
               thereto contains an untrue statement of any material fact or
               omits to state any material fact required to be stated therein or
               necessary to make the statement therein in light of the context
               in which they were made, not misleading; and since the date of
               the Private Placement Memorandum, to the best of their knowledge,
               there has occurred no event required to be set forth in an
               amendment or supplement to the Private Placement Memorandum which
               has not been so set forth;

                (iii)     Since the respective dates as of which information is
               given in the Private Placement Memorandum, there has not been any
               material adverse change in the condition of the Company,
               financial or otherwise, or in the results of its operations,
               except as reflected in or contemplated by the Private Placement
               Memorandum;

              (iv) Each of the representations and warranties set forth in the
               Selling Agent Agreement are true and correct as of the date

                                  E-32
<PAGE>

               hereof and as of each Closing Date, and the Company has complied
               with all of its agreements and performed all of its obligations
               under the Selling Agent Agreement;

               (v)  The Company is not delinquent in the filing of any United
               States or other tax return or the payment of any United States or
               other taxes; they know of no proposed redetermination or re-
               assessment of taxes adverse to the Company, and the Company has
               paid or provided by adequate reserves for all known tax
               liabilities;

                    (vi) The financial statements and schedules contained in the
               Private Placement Memorandum present fairly the financial
               position of the Company as of the dates thereof, all in
               conformity with generally accepted accounting principles applied
               on a consistent basis throughout the periods involved.  Since the
               respective dates of such financial statements, there have been no
               material adverse changes in the condition or general affairs of
               the Company, financial or otherwise, other  than as referred to
               in the Private Placement Memorandum;

                    (vii)     They have reviewed the sections in the Company's
               Private Placement Memorandum relating to their biographical data
               and equity ownership position in the Company, and all information
               contained therein is true and accurate; and

     (b)  The Selling Agent shall have received an opinion of counsel
to  the  Company  in form reasonably acceptable  to  the  Selling
Agent.

     (c)  If any of the conditions provided for in this Section shall
not  have been fulfilled as of the date indicated, this Agreement
and all obligations of the Selling Agent under this Agreement may
be canceled at, or at any time prior to, the last Closing Date by
the  Selling Agent notifying the Company of such cancellation  in
writing  or  by  facsimile at or prior to the last Closing  Date.
Any  such cancellation shall be without liability of the  Selling
Agent to the Company.

8.   Indemnification.

     (a)   The Company agrees to indemnify and hold harmless  the
Selling  Agent and each person, if any, who controls the  Selling
Agent  within the meaning of the Act against any losses,  claims,
damages  or liabilities, joint or several (which shall,  for  all
purposes  of this Agreement, include but not be limited  to,  all
reasonable  costs of defense and investigation and all attorneys'
fees), to which the Selling Agent or such controlling person  may
become  subject,  under  the Act or otherwise,  insofar  as  such
losses,  claims,  damages or liabilities (or actions  in  respect
thereof)  arise out of or are based upon (i) any  breach  of  the
warranties  and  representations contained herein,  or  (ii)  any
untrue statement or alleged untrue statement of any material fact
contained  in  (A)  the  Private  Placement  Memorandum,  or  any
amendment or supplement thereto, (B) any blue sky application  or
other  document

                                  E-33
<PAGE>

executed by the company  specifically  for  that
purpose  or  based  upon  written information  furnished  by  the
Company and filed in any state or other jurisdiction in order  to
qualify  any  or all of the securities under the securities  laws
thereof  (any  such  application, document or  information  being
hereinafter called a "Blue Sky Application"), or (iii) arise  out
of or are based upon the omission or alleged omission to state in
the  Private Placement Memorandum, or any amendment or supplement
thereto, or in any Blue Sky Application, a material fact required
to  be stated therein or necessary to make the statements therein
not  misleading; provided, however, that the Company will not  be
liable  in any such cases to the extent, but only to the  extent,
that  any such losses, claim, damages or liability arises out  of
or  is based upon an untrue statement or alleged untrue statement
or  omission  or alleged omission made in reliance  upon  and  in
conformity  with written information furnished to the Company  by
or  on  behalf of the Selling Agent specifically for  us  in  the
preparation  of  the  Private Placement Memorandum  or  any  such
amendment or supplement thereof or any such Blue Sky Application.
This  indemnity  will be in addition to any liability  which  the
Company may otherwise have.

     (b)   The Selling Agent will indemnify and hold harmless the
Company,  each  of  its  directors, each  nominee  (if  any)  for
director  named  in  the Private Placement Memorandum,  and  each
person,  if  any, who controls the Company within the meaning  of
the  Act,  against  any  losses, claims, damages  or  liabilities
(which  shall, for all purposes of this Agreement,  include,  but
not be limited to, all costs of defense and investigation and all
attorneys'  fees)  to  which the Company or  any  such  director,
nominee,  officer or controlling person may become subject  under
the Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof), arise out of or  are
based  upon  (i) any breach of the warranties and representations
contained herein, or (ii) any untrue statement or alleged  untrue
statement of any material fact contained in the Private Placement
Memorandum, or any amendment or supplement thereto, or arise  out
of  or  are  based upon the omission or the alleged  omission  to
state  therein a material fact required to be stated  therein  or
necessary to make the statements therein not misleading, in  each
case  to  the  extent, but only to the extent, that  such  untrue
statements  or  alleged untrue statement or omission  or  alleged
omission  was  made in the Private Placement Memorandum,  or  any
amendment  or  supplement  thereto,  in  reliance  upon  and   in
conformity  with written information furnished to the Company  by
the  Selling  Agent  specifically for use in  the  Selling  Agent
Memorandum.

     (c)  Promptly after receipt by an indemnified party under this
Section  of  notice  of  the commencement  of  any  action,  such
indemnified party will, if a claim in respect thereof  is  to  be
made  against the indemnifying party under this Section, promptly
notify  in  writing  the indemnifying party of  the  commencement
thereof;  but  the  omission so to notify the indemnifying  party
will  not relieve it from any liability which it may have to  any
indemnified party under this Section.  In case any such action is
brought  against any indemnified party, and it promptly  notifies
the   indemnifying  party  of  the  commencement   thereof,   the
indemnifying party will be entitled to participate  in,  and,  to
the  extent that it may wish, jointly with any other indemnifying
party  similarly notified, to assume the defense thereof, subject
to   the   provisions  herein  stated,  with  counsel  reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its  election

                                  E-34
<PAGE>

so
to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal
or other expenses subsequently incurred by such indemnified party
in  connection  with  the defense thereof other  than  reasonable
costs  of  investigation.  The  indemnified party shall have  the
right  to  employ  separate counsel in any  such  action  and  to
participate in the defense thereof, but the fees and expenses  of
such  counsel  shall  not be at the expense of  the  indemnifying
party  if the indemnifying party has assumed the defense  of  the
action  with  counsel reasonably satisfactory to the  indemnified
party; provided that the fees and expenses of such counsel  shall
be at the expense of the indemnifying party if (i) the employment
of  such  counsel has been specifically authorized in writing  by
the  indemnifying  party or (ii) the named parties  to  any  such
action  (including  any  impleaded  parties)  include  both   the
indemnified  party  and  the  indemnifying  party  and   in   the
reasonable judgment of the indemnified party, it is advisable for
the  indemnified party to be represented by separate counsel  (in
which  case  the indemnifying party shall not have the  right  to
assume  the  defense of such action on behalf of the  indemnified
party, it being understood, however, that the indemnifying  party
shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances,  be
liable  for  the reasonable fees and expenses of  more  than  one
separate firm of attorneys for such indemnified party, which firm
shall  be  designated in writing by the indemnified  party).   No
settlement  of any action against an indemnified party  shall  be
made  without the consent of the indemnifying party, which  shall
not  be  unreasonably  withheld  in  light  of  all  factors   of
importance to such indemnifying party.

9.   Contribution.

     (a)  If the indemnification provided for in this Agreement is
unavailable  to any indemnified party in respect to  any  losses,
claims,  damages,  liabilities or expenses referred  to  therein,
then  the  indemnifying  party,  in  lieu  of  indemnifying  such
indemnified party, will contribute to the amount paid or  payable
by  such  indemnified party, as a result of such losses,  claims,
damages,  liabilities or expenses (i) in such  proportion  as  is
appropriate  to  reflect the relative benefits  received  by  the
Company  on the one hand, and by the Selling Agent on  the  other
hand,  from  the offering, or (ii) if the allocation provided  by
clause  (i)  above is not permitted by applicable  law,  in  such
proportion  as  is appropriate to reflect not only  the  relative
benefits  referred to in clause (i) above, but also the  relative
fault of the Company on the one hand, and of the Selling Agent on
the  other  hand, in connection with any statements or  omissions
which  resulted  in such losses, claims, damages, liabilities  or
expenses  as well as any other relevant equitable considerations;
provided,  that any contribution hereunder by the  Selling  Agent
shall not exceed the amount of cash consideration received by the
Selling Agent hereunder.  The relative benefits received  by  the
Company  on the one hand, and by the Selling Agent on  the  other
hand,  shall be deemed to be in the same proportion as the  total
proceeds from the offering (net of sales commissions, and the non-
accountable  expense  allowance, but before  deducting  expenses)
received  by  the Company, bear to the commissions and  the  non-
accountable expense allowance received by the Selling Agent.  The
relative fault of the Company on the one hand, and of the Selling
Agent  on  the other hand, will be determined with reference

                                  E-35
<PAGE>

to, among other things, whether  the  untrue  or  alleged  untrue
statement of a material fact or the omission to state a  material
fact  relates  to  information supplied by the Company,  and  its
relative intent, knowledge, access or information and opportunity
to  correct  or prevent such statement or omission.  The  Company
and  the  Selling  Agent  agree that it would  not  be  just  and
equitable   if   contribution  pursuant  to  this  Section   were
determined  by  pro  rata allocation or by any  other  method  of
allocation,  which  does  not  take into  account  the  equitable
considerations  referred  to in this paragraph.   Notwithstanding
anything to the contrary, that in any such case, no person guilty
of  a fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contributions for any
person who is not guilty of such fraudulent misrepresentation.

     (b)  Within fifteen (15) days after receipt by any party to this
Agreement  (or its representative) of notice of the  commencement
of  any action, suit, or proceeding, such party will, if a  claim
for contribution in respect thereof is to be made against another
party  ("Contributing Party"), notify the Contributing  Party  of
the  commencement  thereof, but the omission  to  so  notify  the
contributing  Party will not relieve it from any liability  which
it  may  have  to  any  other party other than  for  contribution
hereunder.   In  case  any such action,  suit  or  proceeding  is
brought against any party, and such party notifies a Contributing
Party  or  its representative of the commencement thereof  within
the  aforesaid fifteen (15) days, the Contributing Party will  be
entitled to participate therein with the notifying party and  any
other   Contributing   Party  similarly   notified.    Any   such
Contributing  Party  shall not be liable  to  any  party  seeking
contribution on account of any settlement of any claim, action or
proceeding  which was effected by such party seeking contribution
on  account  of any settlement of any claim, action or proceeding
effected  by such party seeking contribution without the  written
consent  of such Contributing Party.  The contribution provisions
contained  in  this  Section are intended to  supersede,  to  the
extent permitted by law, any right to contribution under the Act,
the Exchange Act or otherwise available.

10.  Costs and Expenses.

     (a)  Whether or not the sale of the Securities by the Company is
consummated, the Company will pay all costs and expenses incident
to the performance of this Agreement by the Company including but
not  limited  to the fees and expenses of counsel to the  Company
and of the Company's accountants; the costs and expenses incident
to  the  preparation,  printing, filing and distribution  of  the
Private  Placement Memorandum (including the financial statements
therein  and  all  amendments and exhibits  thereto);  all  state
filing fees, expenses and disbursements and legal fees of counsel
to the Company who shall serve as Blue Sky counsel to the Company
in  connection with the qualification of the Securities under the
state  securities  or blue sky laws, in such jurisdictions  which
the  Selling  Agent  shall  reasonably  designate;  the  cost  of
printing  and  furnishing to the Selling  Agent  copies  of  this
Agreement, any Selected Dealers Agreement (if required), the cost
of  printing the certificates evidencing the Securities; the cost
of  preparing and delivering to the Selling Agent and its counsel
bound  volumes containing copies of all documents and appropriate
correspondence,  and  all closing documents;  and  the  fees  and
disbursements of the transfer agent for the Company's securities.
The  Company shall pay any and all taxes

                                  E-36
<PAGE>

(including any transfer,
franchise,   capital   stock  or  other  tax   imposed   by   any
jurisdiction) on sales hereunder.  The Company will also pay  all
costs  and  expenses incident to the furnishing of any supplement
to be attached to the Private Placement Memorandum .
(b)  Other than as described in the Private Placement Memorandum,
no person is entitled, either directly or indirectly, to
compensation from the Company, from the Selling Agent or from any
other person for services as a finder in connection with the
proposed offering, and each of the Company and the Selling Agent
agrees to indemnify and hold harmless the other against any
losses, claims, damages or liabilities, joint or several which
shall, for all purposes of this Agreement, include, but not be
limited to, all costs of defense and investigation and all
attorneys' fees, to which the Selling Agent or the Company may
become subject insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon the claim of any person (other than an employee of the
party claiming indemnity) or entity that he or it is entitled to
a finder's fee in connection with the proposed offering by reason
of such person's or entity's influence or prior contact with the
indemnifying party.

11.   Closing  Date.   The offering will terminate  on  the  last
Closing Date, which shall be:

     (a)  the Termination Date described in the Private Placement
Memorandum, unless extended by the Company and the Selling  Agent
to a later date;

     (b)  the date all of the Securities are sold; or

     (c)  such earlier date specified in writing by the Company and
the Selling Agent.

12.  Representations, Warrants and Agreement to Survive Delivery.
The    respective   indemnities,   agreements,   representations,
covenants,  conditions, warranties and other  statements  of  the
Company  and/or its officers and/or directors, where appropriate,
and  the Selling Agreement set forth in or made pursuant to  this
Agreement will remain in full force and effect, regardless of any
investigation  made  by or on behalf of the  Selling  Agent,  the
Company   or  any of its officers or directors or any controlling
person  and  will  survive  delivery  of  and  payment  for   the
securities and the termination of the Agreement.

13.   Notices.  All communications hereunder will be  in  writing
and,  except  as  otherwise expressly provided  herein,  will  be
mailed, delivered or faxes and confirmed:

If to the Selling Agent: First Level Capital
                         50 Broadway, 24th Floor
                         New York, NY 10004
                         Attention: Mr. Eric Rand

If to the Company:       BuyersOnline.com, Inc.
                         66 E. Wadsworth Park Dr., Suite 101
                         Draper, Utah 84020
                         Attention:  Mr. Rod Smith

                                  E-37
<PAGE>


14.   Parties  in Interest.  This Agreement herein set  forth  is
made  solely  for the benefit of the Selling Agent,  the  Company
and,  to the extent expressed, any person controlling the Company
or  of the Selling Agent, and directors of the Company, and their
respective executors, administrators, successors, assigns and  no
other  person shall acquire or have any right under or by  virtue
of  this Agreement.  The term "successors and assigns" shall  not
include any purchaser of the Securities or other securities  from
the Selling Agent.

15.   Counterparts.  This Agreement may be executed in any number
of  counterparts  and  each of such counterparts  shall  for  all
purposes be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.

16.    Entire  Agreement.   This  Agreement  and  the  agreements
referred to within this Agreement constitute the entire agreement
of   the   parties,   and   supersedes   all   prior   agreement,
understanding, negotiations and discussions, whether  written  or
oral, of the parties hereto.

17.   Bridge  Financing.   Sales Agent's rights  and  obligations
hereunder  are conditioned on its securing, and having the  right
to  secure, for the Company bridge financing of $1,200,000 on  or
before  September 15, 2000, through the sale of promissory  notes
and  warrants  of  the  Company on the terms  set  forth  in  the
Subscription  Agreement delivered by the  Company  to  the  Sales
Agent.

     If the foregoing is in accordance with your understanding of
our  agreement, kindly sign and return this Agreement,  whereupon
it  will  become a binding Agreement between the company and  the
Selling Agent in accordance with its terms.

                                   Very truly yours,

                                   By:    /s/   Theodore   Stern,
Chairman

The  foregoing Agreement is hereby confirmed and accepted  as  of
the date first above written.

                                   FIRST LEVEL CAPITAL

                                   By: /s/

                                  E-38
<PAGE>

           ADDENDUM NO. 1 TO SELLING AGENT AGREEMENT


     This  Addendum  No.  1  ("Addendum") to  the  Selling  Agent
Agreement   dated   September  7,  2000   ("Agreement")   between
BuyersOnline.com, Inc. (the "Company") and First  Level  Capital,
Inc.  ("Selling  Agent")  is made and entered  this  9th  day  of
October, 2000.

     1.    The  reference in the first paragraph of the Agreement
to  the  minimum  offering of "200,000 Units at a  cash  purchase
price of $2,000,000" is hereby amended to read "200,000 Units  at
a cash purchase price of $2,000,000 (which may include conversion
of the $475,000 Earlier Notes, as defined in this paragraph)".

     2.   The reference in paragraph 3(a) of the Agreement to the
minimum  offering of "200,000 Units at a cash purchase  price  of
$2,000,000" is hereby amended to read "200,000 Units  at  a  cash
purchase price of $2,000,000 (which may include conversion of the
$475,000 Earlier Notes)".

     3.    In  all  other  respects the  Agreement  shall  remain
unchanged by this Addendum.

     Agreed  and  entered  into  the day  and  year  first  above
written.

                                   BUYERSONLINE.COM, INC.

                                   By:/s/Theodore Stern, Chairman

                                   FIRST LEVEL CAPITAL, INC.

                                   By: /s/

                                  E-39
<PAGE>