Exhibit No. 17
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                 REGISTRATION RIGHTS AGREEMENT

          REGISTRATION RIGHTS AGREEMENT, dated as of September 5,
2000,  (the  "Agreement") is made by and between the  holders  of
Registrable  Securities (as defined herein) and BuyersOnline.com,
Inc., a Delaware corporation (the "Company").

          For  good and valuable consideration, the adequacy  and
receipt  of  which  are hereby acknowledged, the  parties  hereto
hereby agree as follows:

                           ARTICLE 1.
                          DEFINITIONS

          SECTION 1.1.   Definitions.  The following terms  shall
have the meanings ascribed to them below:

          "Business Day" means any day other than a day on  which
banks are authorized or required to be closed in the State of New
York.

          "Commission"  means  the United States  Securities  and
Exchange  Commission, or any other federal  agency  at  the  time
administering the Securities Act.

          "Common  Stock"  means  the  common  stock,  par  value
$0.0001  per share, of the Company, as it may exist from time  to
time.

          "Convertible  Preferred  Stock"  means  the   Company's
Series  B  Convertible  Preferred Stock, par  value  $0.0001  per
share.

          "Initial  Registration" means the Initial  Registration
as defined in Section 2.1.

          "Exchange  Act"  means the Securities Exchange  Act  of
1934,  as amended, or any similar Federal statute, and the  rules
and  regulations of the Commission thereunder, all  as  the  same
shall be in effect at the time.

          "Holder"  means  any  person who  now  holds  or  shall
hereafter acquire and hold Registrable Securities.

          "Person"    means    any    individual,    corporation,
partnership,  joint  venture, association,  joint-stock  company,
trust,  unincorporated organization or government or other agency
or political subdivision thereof.

          "Piggy-Back    Registration"   means    a    Piggy-Back
Registration as defined in Section 2.2.

          "Preferred  Stock Event of Default" means  a  Preferred
Stock Event of Default as defined in the Series B Certificate  of
Designations.

           "Private  Placement"  means the  limited  offering  of
Units, each Unit consisting of one share of Convertible Preferred
Stock  and five Common Stock purchase warrants described  in  the
Company's   Confidential   Limited  Offering   Memorandum   dated
September 21, 2000.

          "Prospectus"  means  the  prospectus  included  in  any
Registration   Statement   (including   without   limitation,   a
prospectus that discloses information previously omitted  from  a
prospectus  filed as part of an effective registration  statement
in reliance upon Rule 430A promulgated under the Securities Act),
as  amended  or  supplemented by any prospectus supplement,  with
respect  to  the  terms of the offering of  any  portion  of  the
securities

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covered by such Registration Statement, and all  other
amendments  and  supplements to the prospectus,  including  post-
effective  amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such prospectus.

          "Records" means the records of the Company as set forth
in Section 3.1.

          "Registrable  Securities" means the  shares  of  Common
Stock  issued  or  issuable upon conversion  of  the  Convertible
Preferred  Stock  and the Common Stock issued  or  issuable  upon
exercise  of  the  Warrants, until (i) a  Registration  Statement
covering  such shares of Common Stock has been declared effective
by  the  Commission  and such shares of Common  Stock  have  been
disposed of pursuant to such effective Registration Statement, or
(ii) such shares of Common Stock are sold under circumstances  in
which  all  of  the  applicable conditions of Rule  144  (or  any
similar  provisions then in force) under the Securities  Act  are
met,  or  (iii)  such shares of Common Stock have been  otherwise
transferred  and the Company has delivered a new  certificate  or
other  evidence of ownership for such Common Stock not bearing  a
restrictive  legend  and  not subject to  any  stop  transfer  or
similar  restrictive order and all of such Common  Stock  may  be
resold by the person receiving such certificate without complying
with the registration requirements of the Securities Act.

          "Registration   Statement"   means   any   registration
statement  of  the  Company which covers any of  the  Registrable
Securities   pursuant  to  the  provisions  of  this   Agreement,
including  the  Prospectus, amendments and  supplements  to  such
Registration Statement, including post-effective amendments,  all
exhibits  and  all  material incorporated by  reference  in  such
Registration Statement.

          "Required  Holders" means the Holders of at  least  two
thirds of the Registrable Securities.

          "Securities Act" means the Securities Act  of  1933  or
any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at  the
time.

          "Selling   Holder"  means  a  Holder  who  is   selling
Registrable Securities pursuant to a Registration Statement under
the Securities Act.

          "Selling Holders Counsel" means the counsel selected to
represent the Selling Holders as set forth in Section 3.1

          "Series  B  Certificate  of  Designations"  means   the
Certificate  of  Designations  under  which  the  terms,  powers,
designations,  preferences, rights, qualifications,  restrictions
and   limitations  of  the  Convertible  Preferred   Stock   were
established.

          "Target   Effective   Period"  means   the   period   a
Registration Statement is required to be effective as  set  forth
in Section 2.1.

          "Underwriter"  means a securities dealer who  purchases
any  Registrable  Securities  as  principal  in  an  underwritten
offering   and   not  as  part  of  such  dealer's  market-making
activities.

           "Warrants" means the Common Stock purchase warrants of
the  Company sold as part of the Units in the Private  Placement,
600,000 Common Stock purchase warrants issued in connection  with
sale of the Company's 18% per annum promissory notes due December
31, 2000, in the principal amount of $1,200,000, the Common Stock
purchase  warrants issued to First level as part of  its  selling
agent  compensation arising from the Private Placement,  warrants
to  purchase 32,500 shares of Common Stock issued to First  Level
as  compensation for bridge financing raised by  First  level  in
June 2000, and 462,500 Common Stock purchase warrants issued with
promissory  notes  issued by the Company from  May  through  June
2000.

                           ARTICLE 2.
                      REGISTRATION RIGHTS

          SECTION 2.1.   Initial Registration.

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          (a)  Registration Obligation.  During the 90 day period
following the date of the final closing of the sale of  Units  by
the  Company in the Private Placement, the Company shall  file  a
Registration statement for the offer and sale of the  Registrable
Securities  under  the  Securities Act (such  registration  being
hereinafter  referred  to  as  a  "Initial  Registration").   The
Company   shall  use  its  best  efforts  to  have  the   Initial
Registration  declared  effective by the Commission  as  soon  as
possible, but in any event no later than six months following the
date of the final closing of the sale of Units by the Company  in
the Private Placement.

          (b)   Effective Registration.  A registration will  not
be  deemed  to  have  been effected as the  Initial  Registration
unless  the  Registration  Statement relating  thereto  has  been
declared effective by the Commission and the Company has complied
in   all  material  respects  with  its  obligations  under  this
Agreement  with  respect thereto; provided  that  if,  after  the
Registration Statement has become effective, the offering  and/or
sale  of  Registrable  Securities pursuant to  such  Registration
Statement is or becomes the subject of any stop order, injunction
or  other  order or requirement of the Commission  or  any  other
governmental or administrative agency, or if any court  or  other
governmental  or quasi-governmental agency prevents or  otherwise
limits  the  offer  and/or  sale of  the  Registrable  Securities
pursuant  to the Registration Statement, other than in each  case
primarily as a result of acts or omissions of the Holders or  any
agent thereof, such registration will be deemed not to have  been
effected.    If  (i)  the  Initial  Registration  or   (ii)   the
Registration Statement relating to the Initial Registration  does
not remain effective for a period of at least one year beyond the
effective  date  thereof  or,  with respect  to  an  underwritten
offering  of  Registrable Securities, until  45  days  after  the
commencement   of  the  distribution  by  the  Holders   of   the
Registrable  Securities  included in such Registration  Statement
(such  periods being referred to herein as the "Target  Effective
Periods"),  then  the Company shall continue to be  obligated  to
effect  such  Registration pursuant to  this  Section  2.1.   The
Holders  shall be permitted to withdraw all or any  part  of  the
Registrable Securities from a Registration Statement at any  time
prior   to  the  effective  date  of  such  Initial  Registration
Statement;  provided  that in the event of such  withdrawal,  the
Company   shall   have  no  obligation  to  effect   an   Initial
Registration  covering  the  Registrable  Securities   that   are
withdrawn.

          (c)   Selection of Underwriter. If the Required Holders
participating in the Initial Registration so elect, the  offering
of   such   Registrable  Securities  pursuant  to  such   Initial
Registration  shall  be in the form of an underwritten  offering.
The  Holders  making such election shall select, subject  to  the
approval  of the Company, which approval will not be unreasonably
withheld,  one or more nationally recognized firms of  investment
bankers  to  act as the lead managing Underwriter or Underwriters
in  connection with such offering and shall select any additional
investment bankers and managers to be used in connection with the
offering.

          SECTION 2.2.   Piggy-Back Registration.  If any of  the
Registrable  Securities  issuable on  exercise  of  the  Warrants
remain unsold after expiration of the Target Exercise Periods and
thereafter the Company proposes to file a Registration  Statement
under  the  Securities Act with respect to  an  offering  by  the
Company  for  its own account or for the account of  any  of  its
respective  security  holders  (other  than  (x)  a  Registration
Statement on Form S-8 (or any substitute form that may be adopted
by  the Commission), or (y) a Registration Statement on Form  S-4
(or  any  substitute form that may be adopted by the Commission);
provided  that such Registration Statement on Form S-4  does  not
include any securities other than the securities to be issued  by
the  Company in connection with a transaction that is  referenced
in  clauses (1) through (3) of the General Instructions  A.1.  of
Form S-4 (as such General Instructions are currently in effect)),
then  the  Company  shall give written notice  of  such  proposed
filing  to  the Holders as soon as practicable (but in  no  event
less  than 30 days before the anticipated filing date), and  such
notice shall offer such Holders the opportunity to register  such
number  of Registrable Securities as each such Holder may request
(which  request shall specify the Registrable Securities intended
to  be  disposed of by such Holder and the intended method(s)  of
distribution thereof and shall also state the firm intent of  the
Holder  to  offer Registrable Securities for sale) (a "Piggy-Back
Registration").  The Company shall use all reasonable efforts  to
cause  the  managing Underwriter or Underwriters  of  a  proposed
underwritten  offering  to  permit  the  Registrable   Securities
requested  to  be  included in a Piggy-Back  Registration  to  be
included  on  the  same  terms  and  conditions  as  any  similar
securities  of the Company or any other security holder  included
therein  and  to  permit the sale or other  disposition  of  such
Registrable Securities in accordance with the intended method  of
distribution  thereof.   Any  Holder  shall  have  the  right  to
withdraw  its request for inclusion of its Registrable Securities
in  any  Registration Statement pursuant to this Section  2.2  by
giving  written notice to the Company of its request to withdraw.
The  Company may withdraw a Piggy-Back Registration at  any  time
prior to the time it becomes effective.

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          No  failure to effect a registration under this Section
2.2  and  to  complete  the  sale of  Registrable  Securities  in
connection  therewith  shall relieve the  Company  of  any  other
obligation  under this Agreement (including, without  limitation,
the Company's obligations under Sections 3.2 and 4.1).

          SECTION 2.3.   Reduction of Offering.

          (a)  Initial Registration. The Company may include in a
Initial  Registration pursuant to Section 2.1 securities  of  the
same  class as the Registrable Securities for the account of  the
Company  and  any other Persons who hold securities of  the  same
class  as  the  Registrable Securities  on  the  same  terms  and
conditions as the Registrable Securities to be included  therein;
provided,  however, that if the offering is not underwritten,  no
other  Person, including the Company, shall be permitted to offer
securities  under  any  such  Initial  Registration  unless   the
Required  Holders participating in the offering  consent  to  the
inclusion of such shares therein.

          (b)    Piggy-Back   Registration.  (i)  Notwithstanding
anything  contained  herein,  if  the  managing  Underwriter   or
Underwriters  of any underwritten offering described  in  Section
2.2  have  informed, in writing, the Holders requesting inclusion
in  such offering that it is their opinion that the total  number
of  shares  which  the  Company, Holders and  any  other  Persons
holding   securities  of  the  same  class  as  the   Registrable
Securities desiring to participate in such registration intend to
include  in such offering is such as to materially and  adversely
affect  the  success  of such offering, then,  the  Company  will
include  in  such  registration (y) first,  all  the  shares  the
Company  offered  for  its own account,  if  any,  (z)  then,  if
additional  shares  may be included in such registration  without
materially and adversely affecting the success of such  offering,
the  number  of  shares  offered by the Holders  and  such  other
holders  of  securities  of  the same class  as  the  Registrable
Securities  whose  piggy-back  registration  rights  may  not  be
reduced without violating their contractual rights (provided such
contractual  rights were in existence prior to the date  of  this
Agreement),  on  a pro rata basis in proportion to  the  relative
number  of  Registrable Securities of the holders (including  the
Holders) participating in such registration.

               (ii)  If  the managing Underwriter or Underwriters
of  any underwritten offering described in Section 2.2 notify the
Holders  requesting inclusion in such offering that the  kind  of
securities  that the Holders, the Company and any  other  Persons
desiring to participate in such registration intend to include in
such  offering is such as to materially and adversely affect  the
success  of such offering, (x) the Registrable Securities  to  be
included in such offering shall be reduced as described in clause
(i)  above or (y) if such reduction would, in the judgment of the
managing   Underwriter  or  Underwriters,  be   insufficient   to
substantially eliminate the adverse effect that inclusion of  the
Registrable  Securities requested to be included  would  have  on
such  offering, such Registrable Securities will be excluded from
such offering.

          (c)   If,  as  a result of the proration provisions  of
this Section 2.3, any Holder shall not be entitled to include all
Registrable  Securities  in a Piggy-Back Registration  that  such
Holder  has  requested to be included, such Holder may  elect  to
withdraw  his request to include Registrable Securities  in  such
registration.

          SECTION  2.4.    Subsequent Registration Rights.   From
and  after  the  date of this Agreement, the Company  shall  not,
without the prior written consent of the Required Holders,  enter
into any other agreement with any holder or prospective holder of
any  securities of the Company which would allow such  holder  or
prospective  holder  (a)  to  include  such  securities  in   any
registration  filed  under Section 2.2 or 2.3(b)  hereof,  unless
under  the  terms of such agreement, such holder  or  prospective
holder may include such securities in any such registration  only
to  the  extent  that  the inclusion of its securities  will  not
reduce  the  amount of the Registrable Securities of the  Holders
which  is  included  or (b) to make a Initial Registration  which
could  result  in  such  registration  statement  being  declared
effective  prior  to  the  earlier of  the  dates  set  forth  in
subsection 3.1(a).

 .                          ARTICLE 3.
                    REGISTRATION PROCEDURES

          SECTION  3.1.    Filings;  Information.   Whenever  the
Company  is required to effect or cause the registration  of  the
offer and sale of Registrable Securities pursuant to Section  2.1
or  2.2  hereof, the Company will use its best efforts to  effect
the  registration  of the offer and the sale of such  Registrable
Securities   in  accordance  with  the  intended   method(s)   of
disposition thereof as quickly as practicable, and in  connection
with any such request:

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          (a)   The  Company promptly will prepare and file  with
the Commission a Registration Statement with respect to the offer
and  sale  of such securities and use its best efforts  to  cause
such  Registration Statement to become and remain effective until
the   completion   of  the  distribution  contemplated   thereby;
provided, however, the Company shall not be required to keep such
Registration Statement effective for more than one year (or  such
shorter   period  which  will  terminate  when  all   Registrable
Securities covered by such Registration Statement have been sold,
but not prior to the expiration of the applicable period referred
to in Section 4(3) of the Securities Act and Rule 174 thereunder,
if applicable).

          (b)   The  Company promptly will prepare and file  with
the  Commission such amendments and post-effective amendments  to
the  Registration  Statement as may be  necessary  to  keep  such
Registration Statement effective for as long as such registration
is  required  to remain effective pursuant to the  terms  hereof;
cause   the  Prospectus  to  be  supplemented  by  any   required
Prospectus  supplement,  and, as so  supplemented,  to  be  filed
pursuant  to  Rule 424 under the Securities Act; and comply  with
the  provisions  of  the  Securities Act applicable  to  it  with
respect  to the disposition of all Registrable Securities covered
by  such  Registration Statement during the applicable period  in
accordance  with  the  intended methods  of  disposition  by  the
Selling  Holders  set  forth  in such Registration  Statement  or
supplement to the Prospectus.

          (c)  The Company, at least ten (10) Business Days prior
to  filing a Registration Statement or at least five (5) Business
Days  prior to filing a Prospectus or any amendment or supplement
to such Registration Statement or Prospectus, will furnish to (i)
each  Selling  Holder and not more than one counsel  representing
all  Selling Holders ("Selling Holders Counsel"), to be  selected
by  a majority-in-interest of such Selling Holders, and (ii) each
Underwriter,  if  any, of the Registrable Securities  covered  by
such Registration Statement copies of such Registration Statement
as  proposed  to be filed, together with exhibits thereto,  which
documents will be subject to review and approval by each  of  the
foregoing  within  five (5) Business Days after delivery  (except
that  such review and approval of any Prospectus or any amendment
or  supplement to such Registration Statement or Prospectus  must
be   within   three  (3)  Business  Days  after  delivery),   and
thereafter,  furnish  to  such Selling Holders,  Selling  Holders
Counsel and Underwriters, if any, such number of conformed copies
of  such  Registration Statement, each amendment  and  supplement
thereto  (in  each  case  including  all  exhibits  thereto   and
documents  incorporated  by reference  therein),  the  Prospectus
included   in   such  Registration  Statement   (including   each
preliminary  Prospectus) and such other documents or  information
as  such Selling Holders, Selling Holders Counsel or Underwriters
may reasonably request in order to facilitate the disposition  of
the  Registrable Securities (it being understood that the Company
consents  to  the  use  of the Prospectus and  any  amendment  or
supplement  thereto by each Selling Holder and the  Underwriters,
if  any,  in  connection  with  the  offering  and  sale  of  the
Registrable  Securities  covered  by  such  Prospectus   or   any
amendment or supplement thereto).

          (d)   The  Company  promptly will notify  each  Selling
Holder  of  (and in any event within 24 hours of the receipt  of)
any  stop  order issued or threatened by the Commission and  take
all reasonable actions required to prevent the entry of such stop
order or to remove it at the earliest possible moment if entered.

          (e)   On or prior to the date on which the Registration
Statement is declared effective, use its best efforts to register
or   qualify   such  Registrable  Securities  under  such   other
securities  or  "blue  sky"  laws of such  jurisdictions  as  any
Selling  Holder, Selling Holders Counsel or Underwriter  requests
and  do  any and all other acts and things which may be necessary
or  advisable  to  enable such Selling Holder to  consummate  the
disposition in such jurisdictions of such Registrable  Securities
owned  by such Selling Holder; use its best efforts to keep  each
such  registration  or  qualification  (or  exemption  therefrom)
effective  during the period which the Registration Statement  is
required to be kept effective; and use its best efforts to do any
and all other acts or things necessary or advisable to enable the
disposition  in such jurisdictions of the Registrable  Securities
covered  by the applicable Registration Statement; provided  that
the  Company will not be required to (A) qualify generally to  do
business  in  any  jurisdiction where it would not  otherwise  be
required  to  qualify  but for this paragraph  (e),  (B)  subject
itself  to  taxation  in any such jurisdiction,  (C)  consent  to
general  service of process in any such jurisdiction,  (D)  amend
its  certificate  of incorporation or bylaws or (E)  require  any
Person to escrow any securities they own in the Company.

          (f)   The  Company  will  notify each  Selling  Holder,
Selling Holders Counsel and any Underwriter promptly (and in  any
event  within  24  hours) and (if requested by any  such  Person)
confirm  such  notice in writing, (i) when a  Prospectus  or  any
Prospectus supplement or post-effective amendment has been  filed
and,  with  respect  to  a Registration Statement  or  any  post-
effective amendment, when the same has become effective, (ii)  of

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any  request  by  the Commission or any other  federal  or  state
governmental  authority  for  amendments  or  supplements  to   a
Registration   Statement   or  Prospectus   or   for   additional
information  to  be  included in any  Registration  Statement  or
Prospectus  or otherwise, (iii) of the issuance by the Commission
of  any stop order suspending the effectiveness of a Registration
Statement or the initiation or threatening of any proceedings for
that  purpose,  (iv)  of  the issuance by  any  state  securities
commission  or other regulatory authority of any order suspending
the  qualification or exemption from qualification of any of  the
Registrable Securities under state securities or "blue sky"  laws
or the initiation of any proceedings for that purpose, and (v) of
the  happening of any event which makes any statement made  in  a
Registration  Statement  or related Prospectus  or  any  document
incorporated  or  deemed to be incorporated by reference  therein
untrue  or  which  requires the making of  any  changes  in  such
Registration Statement, Prospectus or documents so that they will
not  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 in the Registration  Statement
and  Prospectus  not misleading in light of the circumstances  in
which they were made; and, as promptly as practicable thereafter,
prepare and file with the Commission and furnish a supplement  or
amendment  to such Prospectus so that, as thereafter  deliverable
to  the  buyers  of such Registrable Securities, such  Prospectus
will  not contain any untrue statement of a material fact or omit
to  state  a  material  fact necessary  to  make  the  statements
therein,  in  light of the circumstances under  which  they  were
made, not misleading.

          (g)   The  Company  will  make generally  available  an
earnings statement satisfying the provisions of Section 11(a)  of
the Securities Act no later than 90 days after the end of the 12-
month  period beginning with the first day of the Company's first
fiscal  quarter  commencing  after  the  effective  date   of   a
Registration Statement, which earnings statement shall cover said
12-month  period,  and which requirement will  be  deemed  to  be
satisfied  if  the  Company timely files  complete  and  accurate
information  on Forms 10-QSB, 10-KSB and 8-K under  the  Exchange
Act  and  otherwise complies with Rule 158 under  the  Securities
Act.

          (h)   If  requested  by  the  managing  Underwriter  or
Underwriters, Selling Holders Counsel, or any Selling Holder, the
Company  will,  unless  otherwise advised  by  counsel,  promptly
incorporate   in   a  Prospectus  supplement  or   post-effective
amendment  such  information  as  the  managing  Underwriter   or
Underwriters requests, or Selling Holders Counsel requests, to be
included therein, including, without limitation, with respect  to
the  Registrable Securities being sold by such Selling Holder  to
such  Underwriter or Underwriters, the purchase price being  paid
therefor by such Underwriter or Underwriters and with respect  to
any  other  terms of the underwritten offering of the Registrable
Securities  to  be sold in such offering, and promptly  make  all
required  filings of such Prospectus supplement or post-effective
amendment.

          (i)   The  Company will enter into customary agreements
reasonably satisfactory to the Company (including, if applicable,
an   underwriting  agreement  in  customary  form  and  which  is
reasonably  satisfactory  to the Company)  and  take  such  other
actions  as  are  reasonably required in  order  to  expedite  or
facilitate  the  disposition of such Registrable Securities  (the
Selling Holders, at their option, may require that any or all  of
the  representations, warranties and covenants of the Company  to
or  for the benefit of such Underwriters also be made to and  for
the benefit of such Selling Holders).

          (j)   The  Company will make available to each  Selling
Holder  (and will deliver to their counsel) and each Underwriter,
if  any,  subject  to restrictions imposed by the  United  States
federal  government  or  any agency or  instrumentality  thereof,
copies  of  all  correspondence between the  Commission  and  the
Company, its counsel or auditors and will also make available for
inspection  at reasonable times at the Company's offices  by  any
Selling  Holder  of such Registrable Securities, any  Underwriter
participating  in  any disposition pursuant to such  Registration
Statement  and  any  attorney, accountant or  other  professional
retained by any such Selling Holder or Underwriter (collectively,
the  "Inspectors"),  all financial and other  records,  pertinent
corporate  documents and properties of the Company (collectively,
the "Records") as shall be reasonably necessary to enable them to
exercise  their  due  diligence  responsibility,  and  cause  the
Company's  officers  and  employees  to  supply  all  information
reasonably  requested by any Inspectors in connection  with  such
registration statement.

          (k)   In connection with an underwritten offering,  the
Company  will participate, to the extent reasonably requested  by
the  managing Underwriter or Underwriters for the offering or the
Selling Holders, in reasonable and customary efforts to sell  the
securities  under  the offering, including,  without  limitation,
participating in "road shows."

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          (l)  The Company, during the period when the Prospectus
is  required  to be delivered under the Securities Act,  promptly
will  file all documents required to be filed with the Commission
pursuant  to  Section 13(a), 13(c), 14 or 15(d) of  the  Exchange
Act.

          (m)   The  Company,  if requested by  Selling  Holders,
shall  cause  its  outside legal counsel to  deliver  an  opinion
relating to the Registrable Securities, in customary form to such
Selling  Holders and any Underwriter therefor, cause its officers
to  execute  and deliver all customary documents and certificates
requested by any Underwriters of the Registrable Securities,  and
cause  its  independent public accountants  to  provide  to  such
Selling Holders and any Underwriters therefor one or more comfort
letters in customary form.

          The Company may require each Selling Holder to promptly
furnish in writing to the Company such information regarding  the
distribution  of  the Registrable Securities as the  Company  may
from  time  to time reasonably request and such other information
as  may  be legally required in connection with such registration
including,  without limitation, all such information  as  may  be
requested  by  the  Commission  or the  National  Association  of
Securities Dealers, Inc.

          Each  Selling Holder agrees that, upon receipt  of  any
notice from the Company of the happening of any event of the kind
described  in  Section 3.1(f) hereof, such  Selling  Holder  will
forthwith   discontinue  disposition  of  Registrable  Securities
pursuant  to the Registration Statement covering such Registrable
Securities until such Selling Holder's receipt of the  copies  of
the  supplemented or amended Prospectus contemplated  by  Section
3.1(f)  hereof, and, if so directed by the Company, such  Selling
Holder  will  deliver  to  the Company  all  copies,  other  than
permanent  file copies then in such Selling Holder's  possession,
of   the   most   recent  prospectus  covering  such  Registrable
Securities at the time of receipt of such notice.  In  the  event
the  Company shall give such notice, the Company shall extend the
period   during  which  such  Registration  Statement  shall   be
maintained effective (including the period referred to in Section
3.1(a)  hereof) by the number of days during the period from  and
including  the date of the giving of notice pursuant  to  Section
3.1(f)  hereof to the date when the Company shall make  available
to  the Selling Holders covered by such Registration Statement  a
Prospectus   supplemented  or  amended  to   conform   with   the
requirements of Section 3.1(f) hereof.

          SECTION  3.2.    Registration  Expenses.   The  Company
shall  pay all expenses incident to the Company's performance  of
or  compliance with this Agreement including, without limitation:
(i)  all registration and filing fees, (ii) the fees and expenses
of  compliance  with securities or blue sky laws (including  fees
and   disbursements  of  counsel  in  connection  with  blue  sky
qualifications of the Registrable Securities), (iii) all printing
and  delivery  expenses,  (iv)  the Company's  internal  expenses
(including, without limitation, all salaries and expenses of  its
officers  and  employees performing legal or accounting  duties),
(v) the fees and expenses incurred in connection with the listing
or quotation, as appropriate, of the Registrable Securities, (vi)
the  fees  and disbursements of counsel for the Company  and  the
fees  and  expenses for independent certified public  accountants
retained  by  the Company (including the expenses of any  special
audit  or  cold comfort letters), and (vii) the fees and expenses
of any special experts retained by the Company in connection with
such  registration.  The Company shall have no obligation to  pay
any  underwriting fees, discounts or commissions attributable  to
the  sale  of  Registrable Securities, the fees and  expenses  of
Selling  Holders  Counsel, and any of the  expenses  incurred  by
Selling Holders which are not payable by the Company, such  costs
to be borne by the Selling Holder or Selling Holders.

                           ARTICLE 4.
                INDEMNIFICATION AND CONTRIBUTION

          SECTION  4.1.    Indemnification by the  Company.   The
Company  agrees  to indemnify and hold harmless, to  the  fullest
extent  permitted  by  law, each Selling  Holder,  its  partners,
officers,  directors, employees, advisors and  agents,  and  each
Person,  if  any,  who controls such Selling  Holder  within  the
meaning of Section 15 of the Securities Act or Section 20 of  the
Exchange  Act,  together with the partners, officers,  directors,
employees  and  agents of such controlling Person  (collectively,
the  "Controlling  Persons"), from and against any  loss,  claim,
damage, liability, attorneys' fees, cost or expense and costs and
expenses   of   investigating  and  defending  any   such   claim
(collectively,  the "Damages") and any action in respect  thereof
to  which such Selling Holder, its partners, officers, directors,
employees,  advisors and agents, and any such Controlling  Person
may become subject under the Securities Act, the Exchange Act  or
otherwise,  insofar  as such Damages (or proceedings  in  respect
thereof) arise out of, or are based upon, any untrue statement or
alleged  untrue  statement of a material fact  contained  in  any

                                  E-15
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Registration   Statement  or  Prospectus   or   any   preliminary
Prospectus,  or arise out of, or are based upon, any omission  or
alleged omission to state therein a material fact required to  be
stated  therein or necessary to make the statements  therein  not
misleading, except insofar as the same are based upon information
furnished in writing to the Company by a Selling Holder expressly
for  use  therein, and shall reimburse each Selling  Holder,  its
partners,  officers, directors, employees, advisors  and  agents,
and each such Controlling Person for any legal and other expenses
reasonably  incurred  by  that  Selling  Holder,  its   partners,
officers, directors, employees, advisors and agents, or any  such
Controlling Person in investigating or defending or preparing  to
defend   against  any  such  Damages  or  proceedings;  provided,
however,  that  the Company shall not be liable  to  any  Selling
Holder  or  other indemnitee to the extent that any such  Damages
arise  out  of or are based upon an untrue statement or  omission
made  in  any  preliminary Prospectus if (i) such Selling  Holder
failed to send or deliver a copy of the final Prospectus with  or
prior to the delivery of written confirmation of the sale by such
Selling Holder to the Person asserting the claim from which  such
Damages  arise in any case where such delivery of the  Prospectus
(as  amended or supplemented) is required by the Securities  Act,
and  (ii)  the final Prospectus would have corrected such  untrue
statement  or  such omission, where such failure to  deliver  the
Prospectus  was  not a result of non-compliance  by  the  Company
under  Section 3.1(f) of this Agreement.  The Company also agrees
to  indemnify  any  Underwriters of the  Registrable  Securities,
their  officers and directors and each Person who  controls  such
Underwriters  on  substantially the same basis  as  that  of  the
indemnification of the Selling Holders provided in  this  Section
4.1.

          SECTION  4.2.    Indemnification  by  Selling  Holders.
Each  Selling  Holder  agrees,  severally  but  not  jointly,  to
indemnify and hold harmless the Company, its officers, directors,
employees,  advisors  and agents and each  Person,  if  any,  who
controls  the  Company within the meaning of Section  15  of  the
Securities  Act or Section 20 of the Exchange Act, together  with
the partners, officers, directors, employees, advisors and agents
of  such  controlling Person, to the same extent as the foregoing
indemnity from the Company to such Selling Holder, but only  with
reference to information related to such Selling Holder,  or  its
plan of distribution, furnished in writing by such Selling Holder
expressly for use in any Registration Statement or Prospectus, or
any   amendment   or  supplement  thereto,  or  any   preliminary
Prospectus; provided, however, that such Selling Holder shall not
be liable in any such case to the extent that prior to the filing
of  any such Registration Statement or Prospectus or amendment or
supplement thereto, such Selling Holder has furnished in  writing
to the Company information expressly for use in such Registration
Statement  or  Prospectus or any amendment or supplement  thereto
which  corrected  or  made not misleading information  previously
furnished to the Company.  In no event shall the liability of any
Selling Holder be greater in amount than the dollar amount of the
proceeds  received by such Selling Holder upon the  sale  of  the
Registrable   Securities  giving  rise  to  such  indemnification
obligation.   In case any action or proceeding shall  be  brought
against  the  Company  or  its  officers,  directors,  employees,
advisors  or  agents  or  any  such  controlling  Person  or  its
officers,  directors, employees or agents, in  respect  of  which
indemnity may be sought against such Selling Holder, such Selling
Holder shall have the rights and duties given to the Company, and
the  Company or its officers, directors, employees or agents,  or
such  controlling Person, or its officers, directors,  employees,
advisors  or  agents, shall have the rights and duties  given  to
such Selling Holder, by the preceding paragraph.

          SECTION  4.3.   Conduct of Indemnification Proceedings.
Promptly  after  receipt  by  any  person  in  respect  of  which
indemnity  may  be  sought pursuant to Section  4.1  or  4.2  (an
"Indemnified  Party") of notice of any claim or the  commencement
of any action, the Indemnified Party shall, if a claim in respect
thereof  is  to  be  made against the Person  against  whom  such
indemnity  may  be sought (an "Indemnifying Party"),  notify  the
Indemnifying Party in writing of the claim or the commencement of
such action; provided that the failure to notify the Indemnifying
Party  shall not relieve it from any liability which it may  have
to  an Indemnified Party otherwise than under Section 4.1 or  4.2
except to the extent of any actual prejudice resulting therefrom.
If  any  such  claim  or  action  shall  be  brought  against  an
Indemnified  Party,  and it shall notify the  Indemnifying  Party
thereof,  the Indemnifying Party shall be entitled to participate
therein,  and,  to  the extent that it wishes, jointly  with  any
other  similarly  notified  Indemnifying  Party,  to  assume  the
defense  thereof  with  counsel reasonably  satisfactory  to  the
Indemnified Party.  After notice from the Indemnifying  Party  to
the  Indemnified Party of its election to assume the  defense  of
such  claim or action, the Indemnifying Party shall not be liable
to  the  Indemnified  Party  for  any  legal  or  other  expenses
subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation;
provided  that  the  Indemnified Party shall have  the  right  to
employ  separate counsel to represent the Indemnified  Party  and
its  controlling Persons who may be subject to liability  arising
out  of any claim in respect of which indemnity may be sought  by
the  Indemnified Party against the Indemnifying  Party,  but  the
fees  and  expenses of such counsel shall be for the  account  of
such Indemnified Party unless (i) the Indemnifying Party and  the
Indemnified Party shall have mutually agreed to the retention  of
such   counsel  or  (ii)  in  the  opinion  of

                                  E-16
<PAGE>

counsel  to  such
Indemnified  Party, representation of both parties  by  the  same
counsel  would  be  inappropriate  due  to  actual  or  potential
conflicts of interest between them, it being understood, however,
that the Indemnifying Party shall not, in connection with any one
such  claim  or action or separate but substantially  similar  or
related claims or actions in the same jurisdiction arising out of
the  same general allegations or circumstances, be liable for the
fees  and  expenses of more than one separate firm  of  attorneys
(together  with appropriate local counsel) at any  time  for  all
Indemnified  Parties.  No Indemnifying Party shall,  without  the
prior  written  consent  of  the Indemnified  Party,  effect  any
settlement  of  any claim or pending or threatened proceeding  in
respect  of which the Indemnified Party is or could have  been  a
party  and  indemnity could have been sought  hereunder  by  such
Indemnified   Party,   unless   such   settlement   includes   an
unconditional  release  of  such  Indemnified  Party   from   all
liability  arising out of such claim or proceeding.   Whether  or
not  the  defense  of  any  claim or action  is  assumed  by  the
Indemnifying Party, such Indemnifying Party will not  be  subject
to  any  liability for any settlement made without  its  consent,
which consent will not be unreasonably withheld.

          SECTION  4.4.    Contribution.  If the  indemnification
provided  for in this Article 4 is unavailable to the Indemnified
Parties  in respect of any Damages referred to herein, then  each
Indemnifying  Party,  in  lieu of indemnifying  such  Indemnified
Party,  shall  contribute to the amount paid or payable  by  such
Indemnified Party as a result of such Damages in such  proportion
as  is  appropriate to reflect the relative benefits received  by
the  Company on the one hand and the Selling Holders on the other
from  the  offering  of the Registrable Securities,  or  if  such
allocation is not permitted by applicable law, in such proportion
as  is appropriate to reflect not only the relative benefits  but
also  the relative fault of the Company on the one hand  and  the
Selling Holders on the other in connection with the statements or
omissions  which resulted in such Damages, as well as  any  other
relevant  equitable considerations.  The relative  fault  of  the
Company  on the one hand and of each Selling Holder on the  other
shall  be determined by reference to, among other things, whether
the  untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates  to
information  supplied  by such party, and the  parties'  relative
intent,  knowledge,  access  to information  and  opportunity  to
correct or prevent such statement or omission.

     The  Company and the Selling Holders agree that it would not
be  just  and equitable if contribution pursuant to this  Section
4.4 were determined by pro rata allocation or by any other method
of  allocation  which  does  not take account  of  the  equitable
considerations   referred   to  in  the   immediately   preceding
paragraph.  The amount paid or payable by an Indemnified Party as
a  result of the Damages referred to in the immediately preceding
paragraph  shall be deemed to include, subject to the limitations
set  forth above, any legal or other expenses reasonably incurred
by  such  Indemnified Party in connection with  investigating  or
defending   any   such  action  or  claim.  Notwithstanding   the
provisions  of  this  Section 4.4, no  Selling  Holder  shall  be
required  to  contribute any amount in excess of  the  amount  by
which the total price at which the Registrable Securities of such
Selling  Holder were offered to the public exceeds the amount  of
any  damages  which  such Selling Holder has  otherwise  paid  by
reason of such untrue or alleged untrue statement or omission  or
alleged    omission.     No   Person   guilty    of    fraudulent
misrepresentation  (within the meaning of Section  11(f)  of  the
Securities Act) shall be entitled to contribution from any Person
who  was  not guilty of such fraudulent misrepresentation.   Each
Selling  Holder's  obligations to  contribute  pursuant  to  this
Section 4.4 is several in the proportion that the proceeds of the
offering  received  by such Selling Holder  bears  to  the  total
proceeds of the offering received by all the Selling Holders  and
not joint.

                           ARTICLE 5.
                         MISCELLANEOUS

          SECTION    5.1.      Participation   in    Underwritten
Registrations.   No  Person may participate in  any  underwritten
registration hereunder unless such Person (a) agrees to sell such
Person's  securities  on the basis provided in  any  underwriting
arrangements  approved  by  the  Persons  entitled  hereunder  to
approve  such  arrangements, and (b) completes and  executes  all
questionnaires,  powers  of  attorney, indemnities,  underwriting
agreements  and  other documents reasonably  required  under  the
terms  of  such underwriting arrangements and these  registration
rights.

          SECTION  5.2.   Rule 144.  The Company agrees and  will
use its best efforts to file any reports required to be filed  by
it  under  the Securities Act and the Exchange Act  (or,  if  the
Company  is not required to file such reports, it will, upon  the
request  of any Holder, make publicly available other information
as  long  as necessary to permit sales under Rule 144  under  the
Securities Act) and that it will take such further action as  any
Holder  may

                                  E-17
<PAGE>

reasonably request, all to the extent required  from
time  to  time  to enable Holders to sell Registrable  Securities
without   registration  under  the  Securities  Act  within   the
limitation of the exemptions provided by (a) Rule 144  under  the
Securities Act, as such Rules may be amended from time  to  time,
or  (b)  any similar rule or regulation hereafter adopted by  the
Commission.   Upon  the request of any Holder, the  Company  will
deliver to such Holder a written statement as to whether  it  has
complied with such requirements.

          SECTION   5.3.     Amendment  and  Modification.    Any
provision  of  this Agreement may be waived, provided  that  such
waiver  is  set forth in a writing executed by the party  against
whom  the  enforcement of such waiver is sought.  This  Agreement
may  not  be amended, modified or supplemented other  than  by  a
written  instrument  signed  by the Required  Holders;  provided,
however,  that  without  the  consent  of  all  the  Holders,  no
amendment or modification which materially and adversely  affects
the  ability  of  such  Holders to have the  offer  and  sale  of
securities  registered hereunder may be effected.  No  course  of
dealing between or among any Persons having any interest in  this
Agreement  will be deemed effective to modify, amend or discharge
any  part of this Agreement or any rights or obligations  of  any
Person under or by reason of this Agreement.

          SECTION  5.4.    Successors and  Assigns;  Third  Party
Beneficiaries; Entire Agreement.  This Agreement and all  of  the
provisions hereof shall be binding upon and inure to the  benefit
of   the  parties  hereto,  each  subsequent  Holder  and   their
respective  successors and assigns and executors,  administrators
and  heirs.   Holders are intended third party  beneficiaries  of
this  Agreement  and  this  Agreement may  be  enforced  by  such
Holders.   This  Agreement sets forth the  entire  agreement  and
understanding between the parties as to the subject matter hereof
and  merges and supersedes all prior discussions, agreements  and
understandings of any and every nature among them.

          SECTION 5.5.   Headings.  Subject headings are included
for  convenience only and shall not affect the interpretation  of
any provisions of this Agreement.

          SECTION  5.6.   Notices.  Any notice, demand,  request,
waiver, or other communication under this Agreement shall  be  in
writing  and shall be deemed to have been duly given on the  date
of  service  if  personally served or sent by  telecopy,  on  the
business day after notice is delivered to a courier or mailed  by
express mail if sent by courier delivery service or express  mail
for  next  day  delivery and on the third day  after  mailing  if
mailed to the party to whom notice is to be given, by first class
mail,  registered, return receipt requested, postage prepaid  and
addressed as follows:

          If to the Company to:

               Theodore Stern, Chief Executive Officer
               BUYERSONLINE.COM, INC.
               66 E. Wadsworth Park Dr., Suite 101
               Draper, Utah 84020
               Fax: (801) 523-8995
               Phone: (801) 495-0909

          If to a Holder, to the Holder
          at the most current address reflected
          on the books and records of the Company.

     SECTION 5.7.   Severability.  In the event that any  one  or
more  of  the  immaterial provisions contained in this  Agreement
shall  for  any  reason  be  held  to  be  invalid,  illegal   or
unenforceable, the same shall not affect any other  provision  of
this Agreement, but this Agreement shall be construed in a manner
which, as nearly as possible, reflects the original intent of the
parties.

     SECTION  5.8.    No Prejudice.  The terms of this  Agreement
shall  not  be  construed in favor of or  against  any  party  on
account of its participation in the preparation hereof.

     SECTION  5.9.    Words in Singular and Plural  Form.   Words
used  in  the singular form in this Agreement shall be deemed  to
import the plural, and vice versa, as the sense may require.

                                  E-18
<PAGE>

     SECTION  5.10.   Remedy  for  Breach.   The  Company  hereby
acknowledges that in the event of any breach or threatened breach
by  the  Company of any of the provisions of this Agreement,  the
Holder  would  have no adequate remedy at law  and  could  suffer
substantial  and  irreparable damage.  Accordingly,  the  Company
hereby  agrees that, in such event, the Holder shall be entitled,
without  the  necessity of proving damages or posting  bond,  and
notwithstanding any election by any Holder to claim  damages,  to
obtain a temporary and/or permanent injunction, without proving a
breach therefor, to restrain any such breach or threatened breach
or  to  obtain  specific performance of any such provisions,  all
without prejudice to any and all other remedies which any  Holder
may have at law or in equity.

     IN  WITNESS WHEREOF, the Company has executed this Agreement
as of the date first above written.

                              BUYERSONLINE.COM, INC.


                              By:
                                    Name:
                                    Title:

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<PAGE>