Exhibit No. 23
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                     BUYERSONLINE.COM, INC.

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

                       WARRANT AGREEMENT

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

       This   is   to   certify   that,   for   value   received,
_______________________________ (the  "Holder")  is  entitled  to
purchase  from  BUYERSONLINE.COM, INC. (the  "Company"),  on  the
terms  and conditions hereinafter set forth, all or any  part  of
________ shares ("Warrant Shares") of the Company's common stock,
par value $0.0001 (the "Common Stock"), at the purchase price  of
$2.50  per share ("Warrant Price").  If the Promissory Note  made
by  the  Company  to  the Holder of even  date  herewith  in  the
principal amount of $50,000 is exchanged for Series B convertible
Preferred Stock of the Company in the manner contemplated by said
Promissory Note or not paid in full on or before June  30,  2000,
the   number  of  Warrant  Shares  purchasable  hereunder   shall
automatically increase to 25,000.  Upon exercise of this  warrant
in  whole  or  in part, a certificate for the Warrant  Shares  so
purchased shall be issued and delivered to the Holder.   If  less
than  the  total warrant is exercised, a new warrant  of  similar
tenor  shall  be  issued  for  the unexercised  portion  of  this
warrant.  By acceptance hereof, the Holder agrees to be bound  by
the terms and conditions of this warrant.

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

     1.   This warrant shall vest and be exercisable immediately, and
shall  expire at 5:00 p.m. Salt Lake City time on June 30,  2005.
In order to exercise this warrant with respect to all or any part
of  the  Warrant  Shares for which this warrant is  at  the  time
exercisable,  Holder (or in the case of exercise  after  Holder's
death, Holder's executor, administrator, heir or legatee, as  the
case may be) must take the following actions:

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

           (b)  Pay the aggregate Warrant Price for the purchased
shares through one or more of the following alternatives:
               (i)  full payment in cash or by check made payable
                    to the Corporation's order;

               (ii) full  payment in shares of Common Stock  held
                    for the requisite period necessary to avoid a
                    charge   to   the  Company's   earnings   for
                    financial  reporting purposes

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                    and  valued  at
                    Fair  Market Value on the Exercise  Date  (as
                    such terms are defined below);

               (iii)      full  payment through a combination  of
                    shares of Common Stock held for the requisite
                    period  necessary to avoid a  charge  to  the
                    Company's  earnings  for financial  reporting
                    purposes  and valued at Fair Market Value  on
                    the  Exercise Date and cash or check  payable
                    to the Company's order;

            (iv) full payment effected through a broker-dealer sale and
               remittance procedure pursuant to which Holder shall provide
               concurrent irrevocable written instructions (i) to a brokerage
               firm to effect the immediate sale of the purchased shares and
               remit to the Company, out of the sale proceeds available on the
               settlement date, sufficient funds to cover the aggregate Warrant
               Price payable for the purchased shares and (ii) to the Company to
               deliver the certificates for the purchased shares directly to
               such brokerage firm in order to complete the sale transaction; or

               (v)  full   payment  through  conversion  of   the
                    warrant  to purchase Warrant Shares into  the
                    number   of   fully  paid  and  nonassessable
                    Warrant  Shares  calculated pursuant  to  the
                    following formula:

                    X   =   Y (A-B)
                             A

                    where:     X     =     the number of  Warrant
                    Shares to be issued to the Holder;

                    Y     =     the number of Warrant Shares  for
                    which   the   conversion   right   is   being
                    exercised;

                    A     =    the Fair Market Value per share as
                    of  the  date of exercise of such  conversion
                    right; and

                    B    =    the Warrant Price then in effect.

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

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

           (e)   For all valuation purposes under this Agreement,
the  Fair  Market Value per share of Common Stock on any relevant
date  shall  be  determined  in  accordance  with  the  following
provisions:

               (i)  If the Common Stock is not at the time listed
                    or   admitted  to  trading  on  any  national
                    securities  exchange but  is  traded  on  the
                    Nasdaq  National  Market or  Nasdaq  SmallCap
                    Market,  the Fair Market Value shall  be  the
                    mean  between  the highest "bid"  and  lowest
                    "offered"  quotations of a  share  of  Common
                    Stock  on such date (or if none, on the  most
                    recent  date  on  which there  were  bid  and
                    offered  quotations  of  a  share  of  Common
                    Stock),  as  reported by the Nasdaq  National
                    Market  or  Nasdaq  SmallCap  Market  or  any
                    successor systems.

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               (ii) If  the Common Stock is at the time listed or
                    admitted   to   trading   on   any   national
                    securities  exchange, then  the  Fair  Market
                    Value shall be the closing selling price  per
                    share   on  the  date  in  question  on   the
                    securities   exchange,  as  such   price   is
                    officially  quoted in the composite  tape  of
                    transactions on such exchange.  If  there  is
                    no  reported  sale of Common  Stock  on  such
                    exchange  on the date in question,  then  the
                    Fair   Market  Value  shall  be  the  closing
                    selling  price on the exchange  on  the  last
                    preceding   date  for  which  such  quotation
                    exists.

               (iii)      If  the  Common Stock is not listed  on
                    such date on any national securities exchange
                    nor included in the Nasdaq National Market or
                    Nasdaq SmallCap Market, but is traded in  the
                    over-the-counter market, the mean between the
                    highest "bid" and lowest "offered" quotations
                    of  a share of Common Stock on such date  (or
                    if  none,  on the most recent date  on  which
                    there  were bid and offered quotations  of  a
                    share  of Common Stock), as reported  on  the
                    OTC Bulletin Board.

                                (iv)   In  the  absence   of   an
                    established market for the Common  Stock,  as
                    determined  in  good faith by  the  board  of
                    directors  of the Company, with reference  to
                    the  Company's net worth, prospective earning
                    power,  dividend-paying capacity,  and  other
                    relevant  factors, including the goodwill  of
                    the  Company,  the economic  outlook  in  the
                    Company's industry, the Company's position in
                    the  industry  and  its management,  and  the
                    values of stock of other corporations in  the
                    same  or a similar line of business.  If  the
                    Holder  disputes the determination of  value,
                    the  parties  shall attempt  to  negotiate  a
                    resolution of the dispute for a period of  30
                    days following the date the Company makes its
                    determination of Fair Market Value.   If  the
                    dispute or claim has not been resolved within
                    said  30-day  period, the  dispute  shall  be
                    resolved  by  arbitration conducted  in  Salt
                    Lake   City,  Utah  by  a  single  arbitrator
                    pursuant to the Commercial Arbitration  Rules
                    of  the American Arbitration Association then
                    in  effect  or such other rules  as  mutually
                    agreed upon by the Parties. Judgment upon the
                    award  rendered  by  the  arbitrator  may  be
                    entered  in  any  court  having  jurisdiction
                    thereof.  Each party shall bear its own costs
                    and  attorneys' fees incurred  in  connection
                    with arbitration.

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

      2.    The Warrant Shares have not and may not be registered
as  of  the date of exercise of this warrant under the Securities
Act  or  the securities laws of any state.  This warrant and  the
Warrant Shares issuable on exercise of the warrant, when  and  if
issued, are and may be "restricted securities" as defined in Rule
144  promulgated  by the Securities and Exchange  Commission  and
must  be  held indefinitely unless subsequently registered  under
the  Securities  Act and any other applicable state  registration
requirements, or an exemption from such registration requirements
for  resale is available.  Except as provided herein, the Company
is  under  no  obligation to register the  securities  under  the
Securities  Act  or  under applicable  state  statutes.   In  the
absence  of  such a registration or an available  exemption  from
registration, sale of the Warrant Shares will be prohibited.  The
Holder shall confirm to the Company the representations set forth
above  in  connection with the exercise of all or any portion  of
this  warrant.   The Company agrees to register  or  qualify  the
Warrant Shares, but not this warrant, for resale as follows:

      (a)   If, at any time during the period in which the rights
represented  by  this  Agreement  are  exercisable  the   Company
proposes  to file a registration statement or notification  under
the  Securities Act for the primary or secondary sale of any debt
or  equity  security  by the Company or any  shareholder  of  the
Company  to  the public (other than a registration  statement  on
Form  S-8 or a registration statement filed exclusively to effect
a  merger,

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stock  exchange, purchase  of  operating  assets,  or
corporate consolidation) it will give written notice at least  30
days  prior  to  the  filing  of such registration  statement  or
notification  to  the  Holder of its intention  to  do  so.   The
Company  agrees  that, after receiving written  notice  from  the
Holder  of  its  desire  to include its Warrant  Shares  in  such
proposed  registration  statement or  notification,  the  Company
shall include the Warrant Shares.  Notwithstanding the provisions
of  this paragraph 2(a), the Company shall have the right, at any
time  after it shall have given written notice pursuant  to  this
paragraph (whether or not a written request for inclusion of  the
Warrant  Shares  shall be made) to elect not  to  file  any  such
proposed  registration statement or notification or  to  withdraw
the  same  after  the  filing but prior  to  the  effective  date
thereof.   In no event shall the Company be obligated to  include
the  Warrant Shares in any registration statement or notification
under  this paragraph 2(a) if, in the opinion of the underwriter,
the   inclusion  of  the  Warrant  Shares  in  such  registration
statement  or  notification would be detrimental to the  proposed
offering  of  debt  or equity securities pursuant  to  which  the
Company gave notice to the Holder under this paragraph; provided,
that  the  Warrant  Shares shall not be excluded  from  any  such
registration  statement  or  notification  if  debt   or   equity
securities of the Company held by any other persons are, or  will
be, included in such registration statement or notification.   In
the event the underwriter determines that a portion, but not all,
of the securities to be offered by persons other than the Company
may  be  registered in the offering, the number of Warrant Shares
that the Holder may include in the registration shall be its  pro
rata  portion of the total shares registered based on  the  total
Warrant  Shares  the  Holder desires to register  and  the  total
shares  sought  to  be  registered by all  selling  stockholders.
Notwithstanding the provisions of this paragraph 2(a), the Holder
acknowledges  and agrees that the Holder will be prohibited  from
selling  the  Warrant Shares for a period of 12 months  from  the
effective  date of such registration statement without the  prior
written consent of First Level Capital, Inc., an NASD member firm
and  consultant  to  the  Company ("First  Level").   The  Holder
further  acknowledges and agrees that (i) the  granting  of  such
consent is within the sole discretion of First Level, (ii)  First
Level  is prohibited from exercising its discretion to grant  any
such  consent for a period of six months following the completion
of  an underwritten public offering in which the Company receives
gross  proceeds  of $10,000,000 or more (unless such  underwriter
provides  its  written authorization to First  Level  that  First
Level  may  grant such consent), and (iii) the power to  exercise
such  discretion and the prohibition under clause  (ii)  of  this
sentence are assignable with the consent of the Company, but  not
the  Holder, by First Level to any person other than the Company,
including the underwriter of any registered public offering.

      (b)   In  connection  with  the filing  of  a  registration
statement,  notification, or post-effective amendment under  this
section, the Company covenants and agrees:

            (i)    to  pay  all  expenses  of  such  registration
     statement,   notification,   or  post-effective   amendment,
     including, without limitation, printing charges, legal  fees
     and  disbursements  of  counsel for the  Company,  blue  sky
     expenses, accounting fees and filing fees, but not including
     legal  fees  and disbursements of counsel to the Holder  and
     any sales commissions on Warrant Shares offered and sold;

           (ii) to take all necessary action which may reasonably
     be  required in qualifying or registering the Warrant Shares
     included in a registration statement, notification or  post-
     effective  amendment  for  the  offer  and  sale  under  the
     securities  or blue sky laws of such states as requested  by
     the Holder; provided that the Company shall not be obligated
     to execute or file any general consent to service of process
     or  to qualify as a foreign corporation to do business under
     the laws of any such jurisdiction; and

           (iii)     to utilize its best efforts to keep the same
     effective   on  a  continuous  or  shelf  basis  until   all
     registered Warrant Shares of the Holder have been sold.

      (c)   The Holder shall cooperate with the Company and shall
furnish such information as the Company may request in connection
with  any  such  registration statement,  notification  or  post-
effective  amendment  hereunder, on which the  Company  shall  be
entitled  to  rely,  and  the Holder  shall  indemnify  and  hold
harmless the Company (and all other persons who may be subject to
liability under the Securities Act or otherwise) from and against
any and all claims, actions, suits, liabilities, losses, damages,
and  expenses  of  every  nature and  character  (including,  but
without  limitation,  all attorneys' fees  and  amounts  paid  in
settlement of any claim, action, or suit) which arise  or  result
directly  or indirectly from any untrue statement of  a  material
fact furnished by the Holder in connection with such registration
or  qualification, or from the failure of the Holder  to  furnish
material information in connection

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with the facts required to  be
included  in such registration statement, notification  or  post-
effective amendment necessary to make the statements therein  not
misleading.

      (d)   The  Company  shall indemnify and hold  harmless  the
Holder  (and  all other persons who may be subject  to  liability
under  the Securities Act or otherwise) from and against any  and
all  claims,  actions, suits, liabilities, losses,  damages,  and
expenses  of  every nature and character (including, but  without
limitation, all attorneys' fees and amounts paid in settlement of
any  claim,  action, or suit) which arise or result  directly  or
indirectly from any untrue statement of a material fact  made  by
the  Company in any such registration statement, notification  or
post-effective amendment hereunder, or omission by the Company of
any  material fact necessary to make the statements in  any  such
registration statement, notification or post-effective  amendment
not misleading.

      3.    The Company, during the term of this Agreement,  will
obtain  from  the appropriate regulatory agencies  any  requisite
authorization in order to issue and sell such number of shares of
its   Common  Stock  as  shall  be  sufficient  to  satisfy   the
requirements of the Agreement.

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

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

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

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

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

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

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

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

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

      IN WITNESS WHEREOF, the Company has caused this warrant  to
be  executed  by  the  signature of its duly authorized  officer,
effective this ____ day of ___________________, 2000.

                                   BUYERSONLINE.COM, INC.



                                   By___________________________
                                     Paul Jarman, Vice President

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

TO:  BUYERSONLINE.COM, INC.

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


_________________________________________________________________


_________________________________________________________________


_________________________________________________________________

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

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

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

     DATED this ________ day of ___________________,__________.




                                   ____________________________
                                   Signature

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                          Transfer Form

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

_________________________________________________________________

_________________________________________________________________

________________________________________________________________,

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

_________________________________________________________________


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

            Dated  _______________________________,__________.



                          ________________________________________

In presence of

_________________________________________

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