E-94
Exhibit No. 26
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                            AGREEMENT

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

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

     1.   Production of Commercials and Testing:

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

          2.   Production of Commercials: Reese will be available for, and
               appear in, one thirty (30) minute infomercial, a series of :30,
               :60, and :120 second commercials (not to exceed six commercials),
               and still photography, promoting the Product Line, the dates,
               times and locations of which sessions shall be mutually agreed
               upon in good faith by the parties and shall not exceed two days
               in total for all of the foregoing services (with each day not to
               exceed ten hours from call time to release).  In connection with
               the foregoing, Reese shall have those rights of approval as are
               set forth in Paragraph 17, below.  The parties agree that Reese's
               services are unique in character and, therefore, may not be
               delegated for any purposes under this Agreement.

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

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          4.   Usage During Test Phase:  The infomercial and/or commercials
               will test, at the discretion of Buyers, on cable stations,
               network affiliates, and independent stations for a period not to
               exceed ninety (90) days (the "Test Phase"), such test to commence
               by not later than August 31, 2000.  Buyers agrees that the
               infomercial and commercials shall not air during the Test Phase
               on the ABC, NBC, or CBS television networks during prime time.
               Buyers shall pay D.R. the Royalty, as defined in Paragraph 2F, on
               Product Line membership activations generated during the Test
               Phase in direct response to the infomercial and/or commercials
               (but not on such activations generated thereafter unless Buyers
               proceeds with a Roll-Out as referenced in Paragraph 2A, below).
               D.R. and Reese consent to the use of Reese's name, image,
               likeness, photograph, voice, signature and reputation
               (collectively the "Endorsement") for such purpose, subject to
               D.R.'s approval rights as set forth in Paragraph 17, below.
               There shall be no print use of Reese's Endorsement during the
               Test Phase, except in connection with collateral materials
               provided to Product Line purchasers.  D.R. and Reese agree to
               provide Reese's on-camera services, if requested by Buyers,
               during the Test Phase (at dates and times to be mutually agreed
               upon by the parties and not to exceed eight hours in total) to
               reshoot footage for the infomercial and/or commercials for
               purposes of enabling Buyers to test or retest the material.  In
               consideration for such services, Buyers will pay D.R. the minimum
               session fee due in accordance with the applicable collective
               bargaining agreement calculated at twice the minimum scale (such
               fee to be in addition to the Session Fee referenced in Paragraph
               1C, above).

     2.   Marketing:

          1.   Option:  Buyers will have the option (the "Option"),
               exercisable in writing within one hundred eighty (180) days
               following completion of the Test Phase (but in any event by not
               later than December 31, 2000), to elect to proceed with and to
               commence a Roll-Out of the infomercial, commercials and/or the
               still photography containing Reese's Endorsement in connection
               with the marketing of the Product Line, with the Roll-Out (if
               any) to commence by not later than January 1, 2001.  The term
               "Roll-Out" shall be defined as the exhibition of the commercials
               and/or still photography following the Test Phase and shall be
               deemed to have commenced (if at all) upon the first such
               exhibition.  It is specifically understood and agreed by the
               parties hereto that Buyers shall have the right not to exercise
               such Option, for any reason whatsoever or for no reason, and that
               neither party shall have any liability whatsoever to the other
               arising solely out of Buyers' election not to exercise the
               Option.

          2.   Term:

          (1)  The term ("Term") of this Agreement shall commence upon
               execution hereof and shall, thereafter, continue in full force
               and effect for a period of one year (the "Initial One Year Term")
               beginning on the date of a Roll-Out, if any, subject to renewal
               thereafter for successive one year terms ("Renewal Terms")
               pursuant to Paragraph 3, below.  The Roll-Out, if any, shall
               commence by not later than January 1, 2001.

          (2)  Notwithstanding the foregoing, this Agreement will terminate
               ("Early Termination") in the event, and at such time as, Buyers
               elects not to proceed with a Roll-Out.  In the event of such
               Early Termination, there shall be no further use by Buyers of
               Reese's Endorsement in any manner, except as permitted by
               Paragraph 1E, above.

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

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               manner, media, and methods of distribution.

          4.   Consent:  In the event of a Roll-Out, D.R. and Reese consent
               to the use of Reese's Endorsement in connection therewith for the
               duration of the Initial One Year Term, all Renewal Terms, and the
               Sell-Off Period.  Such consent shall extend to all uses incident
               to Buyers' marketing of the Product Line, inclusive of the
               infomercial, commercials, print advertisements (e.g.:
               advertisements in newspapers, magazines, catalogs, and other
               periodicals; credit card inserts; and direct mail), product
               packaging and inserts, sales literature and corporate promotional
               materials, through any and all manner, media, and channels of
               distribution throughout the Territory, including direct response,
               electronic media, the Internet ( but only Buyers' Web site and
               such other Web sites as the parties may mutually agree upon), and
               retail distribution.  In connection with the foregoing, D.R. and
               Reese shall have those rights of approval as are set forth in
               Paragraph 17, below.  Notwithstanding the foregoing, Buyers
               agrees that there shall be no use of Reese's Endorsement on
               billboards, and that Buyers will make a good faith effort to
               avoid the purchase of any air time for the infomercial and
               commercials in the same time slots as those occupied by the CBS
               television network program, "Touched By An Angel," during the
               first and second network runs of the program.  In addition,
               Buyers agrees that Reese's Endorsement shall not be directed to
               specific endorsements of individual products comprising the
               Product Line, but rather shall be directed to the Product Line as
               a whole (although reference will be made within the advertising
               materials to the variety of products being offered by Buyers).
               Notwithstanding this, in the event that Buyers elects in the
               future to offer one or more products not included in the Product
               Line membership and desires to have Reese endorse such individual
               products, Buyers will negotiate with D.R. and Reese regarding the
               possible terms for Reese's endorsement of the products, and D.R.
               and Reese shall have the right to agree or not agree to such
               additional endorsement.

          5.   Additional Services:  In the event of a Roll-Out, and at the
               option and upon the request of Buyers, D.R. will provide Reese's
               services during the Initial One Year Term (following a Roll-Out)
               and each Renewal Term thereafter, at specific dates, times, and
               places to be mutually agreed upon by the parties, not to exceed
               two days in total, not necessarily consecutive (nor ten hours
               from call time to release on each day), during each one year
               term, for the purpose of shooting additional footage to update
               the infomercial, commercials, including still photography, or for
               shooting footage for a new infomercial or new commercials,
               including still photography.  Buyers agrees that any unused shoot
               days shall expire at the end of the then-current one year period
               and may not be carried over into any successive one year period
               during the Term.  The updated or new infomercial, commercials and
               still photography may be tested on air either prior to expiration
               of the then current one year term or following renewal thereof,
               and may then be aired on a Roll-Out basis as a replacement for
               the originally-produced advertising materials.  D.R. and Reese
               consent to the use of such materials to the full extent set forth
               in subparagraph D, above, subject to the rights of approval as
               are set forth in Paragraph 17, below.  In consideration for the
               foregoing services, Buyers will pay D.R. an additional session
               fee of $50,000.00 during each one year term in which such
               services are utilized, such session fee to be paid upon
               commencement of the shoot and to be treated in the same manner as
               the Session Fee referenced in Paragraph 1C with respect to
               crediting, non-refundability and recoupability.

          6.   Compensation:

          (1)  Royalty Payable to D.R.:  In the event of a Roll-Out, Buyers
               shall pay to D.R., for the duration of the Term (including the
               Renewal Terms), a royalty (the "Royalty") equal to the following:

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            (1)  $2.50 shall be earned for each Product Line membership
                 activated during the Term (including any Renewal Term and the
                 Sell-Off Period);

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

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

                    Notwithstanding the foregoing, no Royalty
                    shall be paid on membership activations
                    generated: (i) as a result of member
                    referrals, or (ii) through QVC marketing of
                    the Product Line (unless the parties
                    subsequently agree in writing that Reese
                    shall appear as a spokesperson for the
                    Product Line on QVC and Reese, in fact,
                    appears on QVC, in which event D.R. shall be
                    paid in accordance with the provisions of
                    such separate written agreement).  In this
                    regard, Buyers agrees to maintain in effect
                    for the duration of the Term a system for
                    tracking the source of all member activations
                    in order to accurately determine which
                    activations are the result of member
                    referrals.

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

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

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

                    (a)  For the Initial One Year Term:
                    $375,000 payable upon exercise of the option
                    to Roll-Out and $375,000 payable ten (10)
                    days prior to commencement of the second,
                    third, and fourth calendar year quarters
                    following the Roll-Out; and

                    (b)  For each Renewal Term:   $375,000
                    payable ten (10) days prior to

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

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

                    Payment of the foregoing Guaranty shall be
                    secured by a standby letter of credit to be
                    obtained by Buyers for the benefit of D.R.
                    after completion of the Test Phase and prior
                    to commencement of the Initial One Year Term
                    (and only in the event of an affirmative
                    election to proceed with a Roll-Out).  The
                    letter of credit shall be in a form
                    acceptable to Buyers and D.R. and, upon
                    issuance, a copy of same shall be attached to
                    this Agreement as Exhibit 1.  The amount of
                    the letter of credit upon initial issuance
                    shall be $1,125,000, and D.R. shall be
                    entitled to draw against such letter of
                    credit only if, and to the extent that,
                    Buyers shall fail to make payment of the
                    second, third and/or fourth quarterly
                    Guaranty installments when due D.R. as set
                    forth above.  During the Initial Term, the
                    initial amount of the letter of credit shall
                    be reduced by and to the extent of all
                    Guaranty payments made by Buyers to D.R., as
                    well as by and to the extent of any draws
                    against such letter of credit made by D.R.
                    Prior to commencement of each Renewal Term,
                    Buyers shall renew or extend the term of the
                    letter of credit for the duration of such
                    Renewal Term in the amount of $1,125,000, and
                    D.R. shall again be entitled to draw against
                    such letter of credit only if, and to the
                    extent that, Buyers shall fail to make
                    payment of the second, third and fourth
                    quarterly Guaranty installments when due D.R.
                    (with the amount of the letter of credit
                    being again reduced by and to the extent of
                    all Guaranty payments made by Buyers to D.R.,
                    as well as by and to the extent of any draws
                    against such letter of credit made by D.R.).

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

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

     4.   Representations and Warranties:

          1.   D.R. and Reese warrant and represent that:

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

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

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

          (4)  D.R. and Reese have not, and will not, either themselves or
               by granting authority to any other person or entity, exercise any
               right or take any action which derogates or impairs the rights
               granted to Buyers hereunder, or derogates the names or
               reputations of Buyers, the Product Line, or any of the officers,
               directors, or shareholders of Buyers.

          2.   Buyers warrants and represents that:

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

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

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

     5.   Indemnity:

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

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

     6.   Right to Audit:   Buyers shall maintain during the Term
(including all Renewal Terms) complete

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and accurate books of
account evidencing membership activations.  At any time within
eighteen (18) months after a statement is rendered hereunder,
D.R. shall have the right to examine Buyers' books and records
evidencing its Product Line membership activations and membership
statuses for the subject period solely for the purpose of
determining the accuracy of such statement.  The examination (i)
shall be conducted by a CPA firm selected by D.R. which is a
member in good standing of the AICPA, after reasonable advance
written notice from D.R. to Buyers, (ii)  shall be commenced and
conducted during Buyers' normal business hours at the offices of
Buyers or its accounting representative, and (iii) shall be
conducted at D.R.'s sole cost and expense.  There shall not be
more than one examination during each year of the Term.
Notwithstanding clause (iii), above, in the event it is mutually
determined by Buyers and D.R., or by arbitration pursuant to
Paragraph 10, below, that D.R. has been underpaid in an amount in
excess of three (3%) percent of the contract rate of
compensation, Buyers shall pay the reasonable costs of such
examination (excluding travel, living and other personal expenses
of the examiner).  All statements rendered by Buyers under this
Agreement shall be final and binding on D.R., unless specific
objections thereto are made and delivered in writing within
twelve (12) months from the date any such statement is delivered
to D.R.  Once the records for any accounting period have been
inspected by D.R., such records shall not be the subject of a
later inspection.  Further, with respect to each inspection, D.R.
must notify Buyers within ninety (90) days following completion
of the inspection of any claim it asserts for money due and owing
it as a result of a prior underpayment, in the absence of which
Buyers' accounting statements for the examined period shall be
deemed accurate and any claim of D.R. for money due and owing in
connection therewith shall be deemed waived.  Buyers shall have
the right to condition disclosure of information to D.R. and its
agents, in connection with any inspection under this paragraph,
upon Buyers's receipt of a non-disclosure agreement, acceptable
in form and content to Buyers and duly executed by D.R. and any
agent of D.R. receiving such information.

     7.   No Warranty Re Revenues:  The parties understand and agree
that there is a substantial risk in any new venture; that neither
party is making any warranty or representation regarding the
total amount of revenues which will ultimately be generated
pursuant to this Agreement, other than the Guaranty set forth in
Paragraph 2F(3), above; that Buyers and/or its affiliated
companies currently do, and may in the future, manufacture,
market, distribute, and/or sell other, possibly competitive,
products under the same or other names, utilizing the same
distribution channels as will be utilized for the marketing of
the Product Line; and that no royalty or other form of
compensation shall be payable to D.R. or Reese in connection
therewith.

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

     9.   Exclusivity:  Commencing upon execution of this Agreement
and continuing thereafter through the Initial One Year Term and
each Renewal Term, neither D.R. nor Reese shall in any way
develop, manufacture, endorse, or market, or appear in any form
of advertisement of any kind for the purpose of endorsing or
marketing, any other consumer buying service.  In addition,
commencing upon execution of this Agreement and continuing
thereafter for the duration of the Initial One Year Term and each
Renewal Term, neither D.R. nor Reese shall in any way participate
or appear in any other long form infomercial (i.e.: approximately
thirty minutes in length), regardless of the product or service
being advertised therein; and, in the event that D.R. or Reese
elects during the Term to participate in a short form direct
response commercial for a non-competing product, they agree to
provide Buyers with advance written notice of such participation
(it being agreed, however, that an inadvertent failure by D.R. or
Reese to so notify Buyers of such participation shall not
constitute a breach of this Agreement).  This paragraph shall not
preclude Reese from appearing in the entertainment, news or
information portion of any radio, television, live or other
entertainment program regardless of sponsorship, provided that
Reese does not appear or otherwise participate in any "lead-ins"
or "lead-outs" for competitive products.

     10.  Attorney's Fees:  In the event that any legal proceeding is
commenced to enforce any term of this Agreement or to seek
recovery for any breach thereof, the prevailing party in such
action shall be entitled to recovery of its reasonable attorney's
fees and actual costs incurred in such action.  Any controversy
or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by an expedited arbitration to
be conducted by the American Arbitration Association (utilizing
one arbitrator) in the City of Los Angeles, State of California,
and judgment on the award rendered by the arbitrator, which shall
be prompt and timely, may be entered in any

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Court having
jurisdiction thereof.  In order to accomplish the foregoing, the
parties hereby consent to jurisdiction of this matter in the
County of Los Angeles, State of California.  The parties shall
have the right to engage in reasonable discovery in connection
with any such arbitration.  The arbitrator shall be entitled to
award expenses to the prevailing party, inclusive of reasonable
attorney's fees.  The parties shall endeavor, to the extent
reasonably feasible, to keep any dispute arising hereunder
confidential, and the arbitrator shall have authority to enforce
and interpret this duty of reasonable confidentiality.

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

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

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

     14.  Consent in the Event of Death:  The parties agree that, in
the event of Reese's death during the Initial One Year Term or
any Renewal Term, Buyers shall have the option to continue
marketing the Product Line utilizing Reese's Endorsement in
connection therewith for the duration of the Initial One Year
Term and all Renewal Terms (if any) under the same terms and
conditions as set forth in this Agreement.  In the event that
Buyers shall instead elect to terminate such marketing, Buyers
shall pay to D.R. the Royalty as provided in Paragraph 2F(1),
above, on each Product Line origination or renewal generated
through the date of termination (and on each Product Line
origination or renewal generated thereafter in response to any
direct response advertisements which utilized Reese's
Endorsement, but on no other Product Line sales), and the
Guaranty provided in Paragraph 2F(3) shall be prorated to date of
termination.  Such proration shall be accomplished by multiplying
the Guaranty which otherwise would have been due for the then-
current one year period by a fraction, the numerator of which is
the number of days which have elapsed between the commencement
date of such one year term and date of termination, and the
denominator of which is 365.

     15.  Ownership of Product Line and Advertising Materials:  The
Product Line and all advertising materials produced hereunder
will be and remain the absolute property of Buyers forever,
including, but not limited to, all intellectual property
interests therein.  D.R. and Reese acknowledge that they have no
right, title, or interest in or to same and hereby assign all
rights to the Product Line and advertising materials to Buyers.
To the extent required under the applicable copyright laws
regarding ownership of any advertising materials produced
hereunder or the content or use thereof, the product of the
services of D.R. and Reese hereunder will be considered works
made for hire or, if not legally capable of being considered as
such, then and in such event D.R. and Reese hereby assign to
Buyers any and all right, title or interest they may have in or
to such advertising materials. Notwithstanding the foregoing, it
is agreed that, except as otherwise permitted herein, Buyers may
not use Reese's Endorsement after the termination or expiration
of this Agreement; however, Buyers shall have a period of six
months (the "Sell-Off Period") following expiration of the Term
(either the Initial One Year Term or, in the event of renewal,
the final Renewal Term) to dispose of its then existing inventory
of the Product Line containing the Endorsement of Reese, provided
that Buyers pays D.R. the Royalty due thereon in accordance with
Paragraph 2F(1), above, with no guaranty as to the total amount
thereof and, provided further, that Buyers does not air or
otherwise exploit the infomercial, commercials or any other
advertisements containing Reese's Endorsement during or after
such time period without the prior written consent of D.R.

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

     17.  Approvals:  D.R. and Reese shall have the right of approval
over all images, signatures,

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

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

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

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

                                   D. John Hendrickson, Esq.
                                   Hall Dickler Kent Friedman & Wood
                                   2029 Century Park East
                                   Suite 3760
                                   Los Angeles, CA 90067
                                   (310) 203-4247 - telephone
                                   (310) 203-8559 - facsimile



D.R. Jr., Inc.
and Della Reese:                   Ms. Della Reese
                                   D.R. Jr., Inc.
                                   c/o Mr. Richard A. Hersh
                                   William Morris Agency, Inc.
                                   151 El Camino Drive
                                   Beverly Hills, CA 90212
                                   310-859-4000 - telephone
                                   310-859-4424 - facsimile

     20.  Force Majeure:  If, for any reason, such as strikes,
boycotts, war, weather, other acts of God, riots, delays of
commercial carriers, restraints of public authority, or for any
other reason beyond the control of Buyers and outside the normal
scope of commercial restraints (collectively "Force Majeure"),
Buyers is unable to air the infomercial and/or commercials at all
during any part of the Initial One Year Term or any Renewal Term
hereof, then Buyers shall have the right to extend the affected
Term for an equivalent period (not to exceed ninety (90) days

                              E-102
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in
total) without payment of any additional compensation to D.R. or
Reese (but with payment of the Royalty pursuant to Paragraph 2F).
In the event such Force Majeure causes the prevention, suspension
or postponement of any production session for the infomercial,
commercials or still photography to be produced under this
Agreement, the time for completion of such session(s) shall be
extended, at the election of Buyers and with no additional
compensation being payable to D.R. or Reese in connection
therewith, by the number of days equal to the number of days for
which the production session was prevented, suspended, or
postponed (but not to exceed ninety (90) days in total and, in
any event, only to the extent not prohibited by the applicable
union contract having jurisdiction over the production).

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

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

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


Buyers Online.com                  D.R. Jr., Inc.



By:                                By:
      Mr. Rod Smith

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



Della Reese

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